WELL Health Technologies Aktie

Good morning, and welcome to the Annual General and Special Meeting of Shareholders of WELL Health Technologies Corp. My name is Hamed Shahbazi. I'm the Chairman of the company. And with your consent, I will serve as Chairman of today's meeting. Before we begin, I would like to remind shareholders that to the extent we make forward-looking statements about our business or prospects.

In the course of today's meeting, any such statements are based on management's beliefs and opinions and are subject to risks and uncertainties that may cause actual results to differ materially. Shareholders are encouraged to review our public disclosure documents available on SEDAR+, which contain detailed discussion of assumptions and risk factors.

I now ask that the Annual General and Special Meeting of the shareholders of the company come to order. We have 4 matters of formal business to conduct today: one, the presentation of our 2025 audited financial statements; two, the election of directors; three, the reappointment of Deloitte LLP Chartered Professional Accountants as auditors of the company; four, the reapproval of the company's Omnibus Equity Incentive Plan and unallocated entitlements thereunder.

Following the formal process, we will proceed with the corporate update and a question-and-answer period. Before we begin with the formal business of the meeting, we will go through the procedural matters. First, I appoint Eva Fong, Chief Financial Officer of the company as Secretary of the meeting.

I also appoint Pardeep Sangha, Investor Relations for the moderator of the virtual meeting. I appoint Dave Bains from Computershare as scrutineer of this meeting. And finally, I appoint Loreto Grimaldi, Chief Legal Officer of the company, to conduct -- to take conduct of and attend to the formalities of this meeting.

Thank you, Mr. Chair. Good day, everyone. As this meeting is being held virtually via live webcast, we have determined it necessary to set out a few rules for the orderly conduct of the meeting. Number one, voting on all matters will be conducted by electronic ballot using the Lumi virtual meeting platform. Registered shareholders and duly appointed proxy holders will be asked to vote on each matter of business.

If you have not already voted by proxy, it is important that you do not vote again here at the meeting unless you intend to change your initial vote. Secondly, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service available on the Lumi virtual meeting platform.

Please note that there will be a slight delay in the publication of the communications received. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Questions will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or those directly related to motions before the meeting may be addressed during the meeting itself.

For the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. Once the votes have been called open, you will see the resolutions appear on screen with the option to select your vote.

If you have moved into another tab while the votes have been opened, you can return to the votes in the voting tab. You will only have a certain amount of time to vote when the votes are open. With that, we will now proceed with the formal portion of today's meeting.

To expedite the formal part of the meeting, I have requested that the Chairman move all motions in advance, which he has now done. Thank you. The purposes of today's meeting are set out in the management information circular of the company dated May 8, 2026. The company has used notice and access for delivery of the meeting materials.

The notice calling this meeting was mailed to shareholders on May 15, 2026. The management information circular, the form of proxy, the audited consolidated financial statements of the company for the fiscal year ended December 31, 2025, and the related MD&A was mailed to shareholders of the company who requested such documents. I will dispense with the reading of the notice of meeting.

Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR+ website and the company's own website. Our transfer agent, David Bains of Computershare Investor Services, Inc., has attested to the proper mailing of the notice calling this meeting.

Proof of such notice -- excuse me, proof of such mailing has been provided by the company's transfer agent to me. I direct a copy of such proof of service be annexed to the meeting minutes as a schedule. The company's articles state that a quorum for the transaction of business at a meeting of shareholders is one or more persons present and being or represented by proxy, 2 or more shareholders entitled to attend and vote at the meeting.

I have been advised that a quorum of shareholders of the company is present, and therefore, the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineer's report, and I direct that their formal report be annexed to the meeting minutes as a schedule.

Now to the first item of business on the agenda for today's meeting. I now present to the meeting the audited consolidated financial statements of the company for the fiscal period ended December 31, 2025, together with the auditor's report to the shareholders thereon. Copies of such documents have been mailed to the shareholders who requested such statements, and it is not proposed to read them at this meeting.

As a reminder, registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all meeting business items. After the presentation of all meeting business items, I will pause for approximately 30 seconds to confirm that there are no questions on any matters before opening the voting polls.

The first item of business is the election of directors. The 6 directors to be elected by the shareholders of the company shall hold office until the close of business on the next Annual Meeting of Shareholders of the company following election or until their successors are elected or appointed. The directors, Hamed Shahbazi, Tara McCarville, Kenneth Cawkell, John Kim, Sybil Lau and Thomas Liston have been nominated as directors for the ensuing year or until their successors are elected or appointed.

Each of the persons nominated has confirmed that he or she is prepared to serve as a director of the company. In accordance with the advanced notice provisions of our bylaws, no further nominations may be made at this time. Therefore, I declare the nominations closed.

The next item of business is the appointment of auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. The Audit Committee of the Board of Directors of the company has approved, subject to shareholder confirmation, the reappointment of Deloitte LLP Chartered Professional Accountants as auditors of the company.

I now move that Deloitte LLP Chartered Professional Accountants be appointed auditors of the company until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration. The next item of business is to reapprove the Omnibus Equity Incentive Plan of the company in the form attached to the company's management information circular and approval of any unallocated entitlements thereunder.

The reapproval of the Omnibus Equity Incentive Plan must be approved by the majority of the company's Board and the majority of the votes cast by its shareholders at this meeting. The Chairman has moved a motion that the following ordinary resolution be approved. Be it resolved as an ordinary resolution of the shareholders that, number one, the Omnibus Equity Incentive Plan as amended adopted by the Board of Directors of the company on May 8, 2026, in the form attached to Schedule B to the management information circular of the company dated May 8, 2026, is hereby confirmed, ratified and approved.

Number two, the options and awards, each as defined in the equity incentive plan to be issued under the equity incentive plan and all unallocated options and awards under the equity incentive plan be and are hereby approved and the company has the ability to grant awards under the equity incentive plan until June 16, 2029, which is the date that is 3 years from the date of the meeting of the holders of common shares of the company at which shareholder approval of the equity incentive plan is being sought.

Number three, the Board is hereby authorized to make such amendments to the equity incentive plan from time to time as may be required by the applicable regulatory authorities or as may be considered appropriate by the Board in its sole discretion, provided always that such amendments be subject to approval of the regulatory authorities, if applicable, and in certain cases, in accordance with the terms of the equity incentive plan, the approval of the shareholders.

And fourth and finally, any one director or officer of the company is hereby authorized and directed acting for in the name of and on behalf of the company to execute or cause to be executed under the seal of the company or otherwise and to deliver or cause to be delivered all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as in the opinion of such director or officer of the company may be necessary or desirable to carry out the terms of the foregoing resolutions.

That now completes the motions for business to be conducted at the meeting. I will wait approximately 30 seconds to confirm that there are no questions before proceeding to opening the polls. Will the moderator please confirm if there are any questions?

I confirm there are no questions.

Thank you, Pardeep. As mentioned, voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be opened to registered holders and appointed proxy holders. The polls are now open. And at this point, all registered holders and proxy holders who have properly logged in with their control number or invitation code and have input their password and wish to vote will be able to see on the screen all motions being brought forward at this meeting.

As a reminder, if you have already voted by proxy, it is important that you do not vote at this meeting again unless you intend to change your initial vote. Please register your votes by accessing the voting page and selecting the for or withhold buttons next to the name of each proposed director, next to the resolution with respect to the reappointment of Deloitte as the company's auditors and by selecting for or against buttons next to the approval of the Omnibus Equity Incentive Plan.

Once the electronic balloting closes, the voting page will disappear and your votes will automatically be submitted. We will now provide registered shareholders and duly appointed proxy holders approximately 30 seconds to complete the electronic ballots.

[Voting]

Thank you. Voting is now closed. I would ask the scrutineer to compile the report regarding the results of voting on all business matters. The preliminary results show that all matters have been approved, subject to final tabulation by the scrutineer. Final results of voting will be promptly published on SEDAR+ and by news release. The formal items of business as set out in the notice of meeting have now all been dealt with.

As there is no further business to come before the meeting and on behalf of the Chairman, I now declare the formal part of the meeting to be terminated. Now that we finished the formal business of the meeting, we will proceed with a corporate presentation, which will be followed by a question-and-answer session.

With that, I will now turn the meeting over to our Chairman, Hamed Shahbazi.

Thank you, Loreto. We will go through a short presentation and take some questions from analysts and conclude the meeting for today. Next slide, please. And next slide. We're very pleased to speak to our shareholders today.

We are very excited about our growth and very much working on really deploying new messaging as it relates to just how important we've become to the Canadian health care ecosystem. I'm sure a lot of people know that we are a large platform owner in terms of the owned and operated business here in Canada.

We are the largest and have been for a number of years, but we're increasingly tech-enabled, and that's something that's really important for folks to understand. We are not only the clinics that deliver care, but we own and operate in WELLSTAR, the software that runs our clinics. And in HEALWELL have the data science and AI that makes our clinics and care delivery smarter.

And so really, our goal is not just to own and operate a bunch of assets and support physicians in their operating duties, but to really underpin outpatient care at scale with high quality and through a motion of modernizing Canada's health care ecosystem.

Let's go to the next slide. As a reminder, our guidance for the year in revenue is somewhere between $1.55 billion and $1.65 billion. And on an adjusted EBITDA basis, $175 million to $185 million. Note that in our press release a couple of weeks ago, we indicated that we will be through -- we are now expecting to be through the top end of our guidance given recent acquisitions and performance in the business. We're really pleased to be able to convey that. One of the great things about our business is that it is so defined and clear in terms of our revenue stickiness.

Our revenue is -- about 98% of it is either recurring or highly reoccurring. We are now delivering over 5 million patient visits per year and more than 10 million care interactions, but actual visits is over 5 million a year. Just for perspective, the largest hospital system in the country deploys about 2 million patient visits per year. And so at 5 million and growing at 30% per year, we are truly playing at a scale that no one else is playing at in the marketplace.

And we're very pleased to be able to support the health care ecosystem in the way that we are and the investments that we're making in delivering care in the most tech-enabled and efficient way possible. Next slide, please. As you've probably seen in our last few conference calls, we are increasingly talking about not just revenue and EBITDA and cash flow, but some of the impacts that we're having on the health care ecosystem that are felt by patients and providers every single day.

And while these show up as a byproduct in our revenues and performance, there's some really incredible stories about how we are reducing pain, provider burden and enabling patient access and delight in our clinics. And we'll continue to do that. This is about time saved for the physicians.

This is about reducing operational complexity and burden and really taking a lot of the challenges that physicians face when they run their own clinics and either providing them with the platform tools to do that through the WELLSTAR network or having them come over and practice it well. WELL clinics.

Let's go to the next slide. As we talked about before, we are continuing to grow the network. And so this slide has been updated now. You may have seen it in our last conference call, but we are now at 270 clinics in the country. So growing quickly. And we're pleased to note that in provinces where we have clinics and clinic infrastructure, 75% of the population lives within a 20-kilometer radius from a WELL clinic. And across the country, we are at 70% regardless as to whether or not we are in a province that has WELL infrastructure.

Next slide, please. I'm sure most of you have seen this slide before. Again, what it really conveys is how unique a value proposition we have at WELL. We are scale players not only in delivering care in our Canadian clinic network, which is multidisciplinary between primary care, specialized care and executive and preventative care. But we're also scale players through our technology stack, which obviously has very comprehensive technology tools support the health care provider at WELLSTAR, HEALWELL and their platform to support public health and the data interoperability, health care information exchange and disease detection capabilities that they have.

And then, of course, data protection at CYBERWELL. We don't know of any other entity in the country that comes anywhere close to providing similar attributes and scale capabilities in both care delivery and technology.

Actually, it would be hard to find similar players even on a global basis that would have the same kind of posture and profile that we have between the ability to, again, deliver scale on care delivery and technology. This has unique benefits for the company because there's enormous learnings that occur by virtue of having technology and providers so closely knit together.

Let's go to the next slide. I referred to this a bit earlier, but our AI product suite continues to grow. WELLSTAR is not just a collection of software capabilities. It is a truly integrated Agentic platform that brings together a multitude of functions in one platform.

The health care ecosystem is very much going into a direction where point solutions, even AI-driven point solutions will not cut it. Everything needs to be part of a knowledge graph and a system of action that brings together and orchestrates all capabilities in one platform. That's what Nexus AI is. the vision and the capabilities of WELLSTAR are really exciting. We invite you to learn more about Nexus AI because it is truly an exciting platform. And in HEALWELL AI, as you may know, we own Orion Health, which is a scaled, very unique cornerstone data science and interoperability platform globally serving health systems such as the NHS, various health systems in Canada, the United States and as well as France, Spain, New Zealand, Australia, Saudi Arabia, where they operate the largest health care information exchange in the world and Abu Dhabi, amongst others.

And now being able to bolt on and integrate best-in-class clinically validated artificial intelligence, we're now seeing take-up of those AI services by those health systems. And we've seen and announced some strong wins in terms of economically demonstrating the take-up of those services. So the industrial logic of Orion being in the HEALWELL and WELL family is very much alive and well, and we're very excited about that.

Above and beyond that, our clinically validated AI, which is clinically validated with over 40 peer-reviewed published papers and esteemed publications, those clinically validated algorithms are at work essentially screening and identifying high-risk patients. We've saved lives with the HEALWELL clinical decision support and disease detection platform.

And this is something that we very much have focused on in order to deploy more comprehensively across our network later this year. Stay tuned for that. Let's go to the next slide. Our clinical performance, in fact, really the performance of all of WELL Canada, but zooming into Canadian clinics has been really quite remarkable. Our multiyear CAGR growth here on revenues have been at 47% and on EBITDA has been 44%. Note that a couple of weeks ago, we did just indicate that we reached our $100 million EBITDA goal for WELL Canada more than 3 quarters earlier than planned and at much better operating margins.

We had initially indicated that we would achieve that goal based on approximately $800 million in revenue, but we were able to achieve it at roughly a $700 million revenue scale on a run rate basis, almost 200 basis points improvement. So we're very pleased about that, and we are excited about speaking to that in greater detail at our next conference call.

Let's go to the next slide. Of course, our historical performance continues to demonstrate significant growth and I would say, sustained profitability, and we expect EBITDA and cash flow to follow suit in the years ahead. Next slide, please. A couple of new members of the management team that we've announced recently. Very pleased to repeat that here for you today. Derek Clark has been appointed Chief Operating Officer of the company.

Derek is a very experienced health care executive who's been running, scaled and significant teams in health care across Canada for a couple of decades now. He had significant responsibilities at General Electric, GE Canada, particularly with a focus on radiology for a number of years before going to Calian, where he ran the health care P&L there in addition to other diversified services.

We're very pleased to have Derek join us. He's already been a big boost to our team. And then most recently, we have appointed Dr. Andrew Bond as Chief Health Officer. Andrew was previously the CMO at Green Shields Insurance. He brings a wealth of experience in health care, and he is now going to be not only leading our clinical side of our business, but also public sector where he brings a wealth of experience.

So a portion of Dr. Bond's responsibility will be to have all the medical directors and CMOs of our business reporting into him and then also really driving and strategizing our -- bringing together the various different components of our business as part of one holistic public sector strategy.

When you combine the capabilities of WELL Clinics with WELLSTAR and HEALWELL, we really have an incredible ensemble of capabilities, and Dr. Bond will really be bringing that together and sharpen our messaging with public sector. There's lots of opportunities there, particularly at a time when the country's focus is to source more sovereign-based solutions.

There are very few companies at the scale that WELL and its -- the WELL Group is playing in. And so bringing Dr. Bond on board really gives us tremendous capability in this area. So stay tuned. And of course, Dr. Michael Frankel, who is previously the CMO, is no longer the CMO as Dr. Bond has taken over that sort of chief clinician position. Dr. Frankel continues to focus in his core area of President of Canadian Clinics.

Let's go to the next slide. One of the things that I'd like to point out is coming your way is our fifth impact and sustainability report. We're very excited about this year's report, which is called built for this moment in health care. The 3 key pillars will look familiar to you. They've been slightly updated to pillar #1 being provider and patient obsession.

Our focus -- this really reflects our focus on wanting to make the lives of our providers and patients better by delivering care, providing patient access and improving the tools and the circumstances in which care can be provided. And secondly, of course, as part of our risk management and platform, really advancing AI responsibly with very strong governance and AI protections.

And then last but not least, continue with our focus on people and community and really deliver for the people that work not only in our clinics. We are now 7,000 people, more than -- well over 7,000 people at WELL, but also all the different communities that we touch across the country.

We're becoming increasingly an important staple that's very much with roots in the marketplace and in communities across the country. And we can see that as anchors in the community, we're being relied upon, and we're here to really support patients and the community. And so please look out for this report. I think you'll really enjoy it. A lot of hard work and effort goes into creating a quality report that really speaks to our -- we call it a sustainability and impact.

Some people call it a kind of DEI report. However you want to refer to it, this is really important because it really demonstrates our commitment to the community. So next slide, please. And so this will be the last slide. Really, we want to sort of remind shareholders that we are the largest clinic chain in the country. We have very durable compounding growth. More than 40% of all the doctors in the country are touching our technology platform in WELLSTAR.

We have real AI and data traction. And I don't believe anyone in the country has mobilized AI at the point of care the way that we have and supports public health in the way that we do. We are per share compounding and we'll continue to, especially with some of our higher-margin focused acquisitions and focuses in terms of driving improved margins across our clinical businesses.

And our founder-led team is here to serve and we'll continue to focus on building out this business. As we've indicated before, we have an 8- to 10-year goal of reaching 10% of all care across the country. We're probably approaching 1.5% right now. That should kind of coalesce around a $7 billion a year revenue scale.

We're laser-focused on that, and we don't believe there's anything that really can get in our way except for us. And so we obviously won't do that. We will be very focused because we are the leader, and we do have all the key tools and capabilities in order to get there.

And I think that concludes our presentation for today. We will take some questions now from analysts.

Thank you, Mr. Chairman. First, a couple of housekeeping matters on the process. [Operator Instructions] The first question comes from Gianluca Tucci, an analyst from Haywood Securities. He asked, WELLSTAR raised $62 million in a Series B ahead of what management has signaled could be a public listing event.

With Nexus AI gaining traction and the large EMR installed base, what are the specific milestones, revenue run rate, margin profile or market conditions that management is using to evaluate the timing of such a spinout?

Thanks for the question, Gianluca. Look, we've generally been quite consistent in that we liked the spinout to occur with WELLSTAR reaching around $100 million or so in revenue. And that continues to be our general goal for 2026. We think that, that is the appropriate goal to be a public entity. And we feel -- and that's for this year. And of course, we'll eclipse that number next year. And we feel very good about that objective.

Note that WELLSTAR continues to also deliver Rule of 40 performance as a company. So we continue to be quite confident in our ability to complete the spin this year as intended. We've had very supportive conversations around WellStar, and this continues to be a big focus for us for the next several weeks and months. So stay tuned as I believe this will be an exciting development for the company.

The second question comes from Justin Keywood of Stifel, analyst. What is the ideal mix of revenue for the Canadian Health Network as for primary care versus executive health versus diagnostics in the future by, say, 2030 compared to the revenue mix today?

Yes. Thanks, Justin. Great question. Right now, I expect that our Diagnostics and Primary Care segments will grow fairly evenly. As our executive health platforms grow, I do expect them to be a larger percentage of primary care revenues, but they will still be fairly small compared to overall clinical revenues.

Note that our diagnostic business has historically enjoyed much higher margins than our primary care segment. But that is changing, as I'm sure you've seen, as margin expansion occurs in our primary care segment. And in fact, during our last quarterly conference call, we discussed the improvement in margins in our primary care business, and we expect that to continue given the trend of our most recent acquisitions.

So as you've probably heard me say before, I really love the Diagnostic business. Obviously, we just announced the acquisition of the OID network. And so -- but we also made a fairly substantial acquisition in our primary care segment as well with UnionMD. So these are going to be a bit more even. I would think that revenues may scale a little bit higher in the primary care segment, but profitability will continue to index a bit higher on the Diagnostics segment. Hopefully, that's helpful.

Next question comes from Michael Freeman, analyst from Raymond James. He asks, as W increases the scale of its Canadian clinic acquisitions, what are the company's ROIC, return on invested capital expectations on these investments over time?

Thanks, Michael. Great question and a very important one, given that we are a very disciplined capital allocator. So our ROIC expectations continue to be very focused on the 20% IRR number. And this goes for both clinical and digital acquisitions. It's harder, of course, to do that on the digital side, but we found that it continues to be a very important goal for us.

And I will say that more often than not, we've really achieved that. And so we are -- we close the loop. We really review these things very rigorously over time, and that continues to be a very important bar for us at the 20% IRR mark.

Next question comes from David Kwan, analyst from TD Securities. His question is, you have previously spoken about the WELL Intelligence platform and how do you see it driving productivity in your internal processes in the future? What are examples of these processes? And what are potential benefits do you expect to achieve from the upcoming cost optimization initiatives?

Thanks, David. Yes, I'm very excited about the WELL Health Intelligence platform. Note that we are in development now. So and this is one of the reasons why we highlighted those investment costs in our last conference call. We expect to launch sometime in September, sometime in the fall. The platform will really allow us to mobilize the company's operational and back-office data for AI agents and advanced orchestration to help us accelerate our operations and reduce costs.

The cost optimizations this year, which will be partially attributable to the intelligence platform and which will be invoked later this year will be sort of single-digit million dollars range. But as the company grows, this will be very important and will allow us to grow more profitably as our back office scale costs will scale more favorably with the growth of the business.

So we really expect the WELL Health Intelligence platform over the next several years to really bend that cost curve down as we scale revenue, gross profit and EBITDA, which obviously is an incredibly important part of creating shareholder value.

Thank you. There are no further questions. I turn the call back over to Hamed for closing remarks. Next slide, please.

Thank you very much to everyone for attending today. We really appreciate everyone's attendance and all the support that the shareholder community has provided us. We look forward to our next conference call with you as we report our Q2 earnings in August. Thank you for attending WELL's 2026 AGM.

Good afternoon, ladies and gentlemen, and welcome to the WELL Health Technologies Corp. First Quarter 2026 Conference Call. [Operator Instructions] This call is being recorded on Thursday, May 7, 2026. I would now like to turn the conference over to Pardeep Sangha. Please go ahead.

Thank you, operator, and welcome, everyone, to WELL Health's Fiscal First Quarter Financial Results Conference Call for the period ended March 31, 2026. 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 as required by law. We may use terms such as adjusted gross profit, adjusted gross margin, adjusted EBITDA, adjusted EBITDA margin, 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 definition set out in today's press release and in our management 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 now to Mr. Hamed Shahbazi, Chairman and CEO of WELL Health Technologies.

Thank you, Pardeep, and good day, everyone. We appreciate everyone for joining us today. Q1 was a strong start to 2026 across almost every dimension of our business. Revenue was $368.3 million, up 25% year-over-year. Adjusted EBITDA was $43.1 million, up 56%. Adjusted net income was $15.5 million, doubling last year. And Canadian clinics, a part of WELL we've been telling you most about lately, grew adjusted EBITDA 28% and is now on track to materially exceed $0.5 billion in revenue this year. But beyond the headline numbers, here's what I'd like you to take away from today's call. WELL is no longer just Canada's largest outpatient platform. We are becoming the operating system for the modernization of the Canadian health care ecosystem.

As we start -- as we'll talk about today, the policy environment, the procurement environment and the AI environment are all converging in our favor at the same time. Q1 is the first quarter where you can see all of these 3 tailwinds beginning to show up in the financials together, and we believe that the compounding effect is just the beginning.

For a perspective on the trajectory, our Q1 2025 revenue was $294 million, and Q1 2026 revenue was $368 million. That means we added $74 million of incremental quarterly revenue in 12 months, more revenue in a single year of growth than this entire company generated in all of 2020, which is true even if you pull out all the deferred revenues recognized in the quarter. That trajectory gives us confidence not because of what we're being, but because it demonstrates that the compounding nature of our model is intact.

We believe the conditions for that compounding are stronger today than at any point in time in our history. Our adjusted gross profit in the first quarter was $163.2 million, an increase of 39% year-over-year compared to Q1 2025. This improvement in gross profit is largely due to an increase of 440 basis points in our adjusted gross margin percentage to 44.3%, driven by the inclusion of higher-margin Healwell revenue and an increase in Wellstar revenue.

During the quarter, we recorded $12.8 million of previously deferred revenue related to Circle Medical. -- we expect Q2, the next quarter to be the final quarter that is impacted by Circle Medical deferrals, positioning the business for improved comparability going forward. With those headline financials in mind, let me now turn to the operational metrics behind those results. As of the end of Q1 2026, WELL had over 4,700 billable and nonbillable providers delivering care across our network of physical and virtual clinics. Of that number, we now work with over 1,400 physicians in Canada, which is approximately 1.2% to 1.3% of all physicians practicing in the country.

Beyond our own clinics, over 44,000 health care providers across Canada, the majority of whom are physicians benefit from Wellstar's SaaS and technology capabilities. We estimate that over 40% of all physicians in Canada engage with our Wellstar platform in some capacity. Patient visits were particularly strong in Canada, reaching 1.3 million in Q1 2026, an increase of over 31% year-over-year, with organic growth 13%, including both clinic absorptions and same clinic expansion. System-wide, inclusive of U.S. and Canada, total patient visits increased 17% year-over-year to 1.9 million patient visits in the quarter. Organic growth system-wide was 6%. The slower organic growth rate was attributable to Circle Medical, where patient visits declined year-over-year due to the company's significant focus on compliance. We expect this headwind to improve later on this year.

Strong financial operational results are the output of something more important than the real-world patient impact that our platform is delivering. And I'd like to now share a few metrics that illustrate what these results -- what is driving these results. WELL is making a real-world impact on health care every day as our platform is delivering value in both providers and patients. Our technology stack led by the Wellstar platform is focused on reducing the administrative burden that leads to physician and administrative burnout.

In Q1 2026, we automatically transcribed and mobilized data for 195,000 fax images using AI technology in our WELL-owned clinic network, significantly reducing errors and saving administrative time in the clinics. Doctors across our network are saving up to 10 hours per week using our AI transcription capabilities. That time goes directly back into patient care. At HealWELL, we're enhancing patient outcomes through early disease detection and care path optimization, having already performed over 59,000 patient record screened for diseases in Q1 2026. Our billing solutions group at Wellstar has now surpassed $1 billion in annualized run rate in terms of physician pay in Q1. Assisting physicians with billings frees them up to focus on more care. So this matters. Our patients are responding well achieved an NPS or a Net Promoter Score of approximately 80 in 2025, well above the industry benchmark.

On the referral side, we're currently processing over 160,000 e-referrals per month, reducing paperwork and shortening wait times across the ecosystem. These are not theoretical efficiencies. They are measured, repeatable improvements at scale across our entire clinic network. They are why our providers are seeking more patients. Our margins are expanding and physicians increasingly want to join our network rather than practice independently. For listeners who are newer to the WELL story, I just want to spend a few minutes or a few moments, I should say, on what underpins these results.

WELL Health is Canada's largest outpatient health care platform powered by software and AI. We have successfully built a comprehensive platform that integrates clinics that deliver care, software that runs the platform and AI that makes it smarter and faster. The WELL ecosystem consists of over 250 clinics across the country, including primary care, diagnostics, specialty care and executive health clinics, which is home to over 4,700 practitioners with tens of thousands of practitioners more who separately purchase and implement our digital products and services. Approximately 70% of the Canadian population now lives within 20 kilometers of the WELL location.

Our clinics deliver the care, WellStar powers the digital workflows behind that care and Healwell applies AI at enterprise scale and CyberWell protects the data. No other company in Canada brings all of these capabilities together. If health care is going to become smarter, more connected and more preventative, it needs a new kind of operating system. We are building it. We believe the timing for that operating system has never been more aligned with where Canadian health care is heading, which leads us to the policy and regulatory backdrop, which is creating meaningful structural tailwinds for companies like WELL.

At the federal level, Bill S5, the Connected Care for Canadians Act, introduces a meaningful shift by mandating interoperability across health IT systems and explicitly restricting data blocking practices. From an investor perspective, this effectively sets a new baseline for how health care technology must function in Canada. The implications are important. First, federal funding and procurement are likely to concentrate around platforms that are compliant with these interoperability standards. Second, scale becomes increasingly valuable, particularly for platforms that can integrate clinics, EMRs and AI into a unified workflow. Third, it creates incremental pressure on legacy vendors that rely on closed ecosystems or point solutions, which may struggle to adapt. And fourth, a point sometimes underappreciated. Mandatory data exchange materially expands the cybersecurity surface area and related risk.

For every provider in the country, when data must flow between systems, every endpoint becomes a potential vulnerability, we see this as a meaningful opportunity for our CyberWell business to help keep Canadian health care data safe, which is exactly why we are advancing CyberWell with third-party capital partners later this year. In parallel, at the provincial level, procurement behavior is evolving with a clear bias towards Canadian-owned sovereign platforms. This is particularly relevant in areas such as clinical data infrastructure, AI and patient engagement layers.

This shift is being driven by three converging priorities: one, data sovereignty, ensuring sensitive health data remains within Canadian control; two, regulatory alignment, simplifying compliance across jurisdictions; and three, economic policy, supporting domestic innovation and infrastructure. Taken together, these federal and provincial dynamics are not independent. The combined effect is a strong tailwind towards a comprehensive Canadian-based health care technology company like ours. WELL is purposely built and precisely built for this moment. WELL operates one of the largest outpatient clinic networks in the country, which anchors patient access and real-world data.

Through Healwell, we have robust data science and interoperability capabilities. and have added differentiated AI and clinical intelligence capabilities that sit on top of that data layer. And with Wellstar, we provide a sovereign EMR platform with significant provider penetration across Canada. Together, this is a comprehensive end-to-end Canadian sovereign stack, spanning care delivery, data and intelligence, directly aligned with both interoperability mandates and sovereignty-driven procurement. We do not believe any other Canadian health care company is similarly positioned.

On March 19, 2026, Ontario's Health Minister announced the provinces plan for a province-wide primary care medical record initiative to advance an integrated interoperable electronic medical record system for primary care. This program is part of Ontario's primary care action plan, which is backed by more than $3.4 billion in funding to connect approximately 2 million additional residents to primary care by 2029. Province has indicated that we'll conduct an open competitive procurement process and is exploring a multi-vendor approach to ensure that the new system meets the diverse needs of clinicians and patients across Ontario. WELL strongly supports this initiative of a new province-wide primary care medical record system and confirms our intention to actively participate in the forthcoming procurement process led by Supply Ontario.

Across the WELL family, we cover all three layers that the province of Ontario needs. First, WELL's clinic delivery network, consisting of 120 well E-owned and operated clinics in Ontario. Second, WELL's EMR, Nexus AI and OceanMD platforms. WellStar currently powers and supports over 8,100 physicians and 1,600 clinics across Ontario through its suite of provincially certified EMR platforms. Wellstar, to our knowledge, is the only platform in Ontario today that combines a provincially certified EMR, fully integrated AI-first workflow automation and full interoperability with digital health network programs. Wellstar's Oscar Pro EMR is an Ontario MD certified platform that is already interoperable with Ontario's Health Report Manager and Ontario Laboratories information system. And third, Healwell's interoperability plus AI layer.

Healwell through its Orion Health subsidiary already provides the province with its 811 service, providing advice to 15 million users and Healwell's Ontario Patient Viewer, which is digital care record that consolidates patient data across care settings. Healwell's award-winning and clinically validated Darwin AI platform brings ambient documentation, intelligent summary and decision support solutions that directly addresses Ontario's needs.

The province of Ontario's announcement directly aligns with WELL's strengths and capabilities, including interoperability across the broader health system, enhanced cybersecurity for patient data, reduced administrative burden for clinicians and the integration of modern tools such as electronic referrals and AI-enabled clinician automation. We believe WELL is uniquely positioned to be a primary partner to Ontario in delivering this vision.

Now before I get into the rest of today's presentation, I want to share something foundational about how we think about WELL and the strategic decisions you've been seeing us make. Everything we are doing strategically from the strategic alternatives processes for our U.S. assets to the Wellstar spinout to bringing third-party capital partners into CyberWell flows from a single underlying conviction, capital allocation discipline. As Canada's largest outpatient clinic operator, we have line of sight to a generational opportunity. We are approaching 1.5% of outpatient primary care today. Our long-term target is 10%, roughly a sevenfold increase in the share of Canadian care delivered through our network. That is the largest, highest conviction opportunity in front of us, and we believe it requires focus.

Spreading WELL's parent company capital across multiple businesses risks both underinvestment in this generational Canadian opportunity and undercapitalization of the other businesses we own. So we've made a deliberate choice. WELL's parent capital is concentrated on Canadian clinics, including WELL Research, which you will hear about later on this call, which we believe is the pharma activation of our clinic network and one of the most promising byproducts of that network over time.

Our other technology and adjacent businesses, Wellstar, Healwell and CyberWell operate as what we call strategically controlled platforms. We retain strategic control. Minority financial partners provide growth capital and access to liquidity. Each platform funds its own growth on its own merits. What you are seeing is our planned activities, the U.S. strategic alternatives, the Wellstar spinout and CyberWell's third-party capital partner process are not separate decisions. They are one strategy expressed several ways.

I'd like to now turn to the additional topics that we want to cover in the rest of today's presentation. First, a deep dive into our Canadian clinics business, including our M&A track record and pipeline. Second, I'll discuss some of our new growth-related initiatives we are undertaking as we scale our business for the future, including our WELL Health Intelligence platform. our new WELL research initiative and the evolution of our CyberWell business into a new AI-focused platform. Thirdly, I'll provide an update on our strategically controlled technology businesses, Wellstar and Healwell AI. And lastly, an update on the strategic review processes of our U.S. assets.

Let's now look at our WELL Canada business, which includes Canadian clinics, WellStar and CyberWell, but excludes Healwell. WELL Canada generated revenue of $151.7 million in Q1 2026, an increase of 26% compared to the same period last year. while Canada is demonstrating consistent growth with adjusted EBITDA growth of 15% from Q1 '25 to Q1 '26, in line with prior year's 15% growth from Q1 '24 to Q1 '25. Adjusted EBITDA growth in the past 2 years has been in the upper end of our long-term target of delivering 10% to 15% adjusted EBITDA growth every year.

Moving to our Canadian clinics business, where our performance has been exceptionally strong. Our clinics business, including our primary care, diagnostics, specialty care and longevity Health has exceeded 47% compound annual growth rate or CAGR in revenue over the past 4 years, while adjusted EBITDA of our Canadian clinic business has grown at a CAGR of over 44% for the same 4-year period. In Q1 '26, Canadian clinics achieved revenue of $130.3 million and is on track to significantly exceed $0.5 billion in Canadian clinics revenue in 2026. In Q1 2026, Canadian clinics achieved adjusted EBITDA of $17 million, 28% better than Q1 in the previous year.

In particular, WELL's Primary Care segment delivered adjusted EBITDA margins of 8% in Q1 2026, up approximately 200 basis points from 6.2% in Q1 2025. The improvement reflects the combined impact of accretive acquisitions and ongoing execution of WELL's clinic transformation program. Our Canadian clinics network has grown to 253 clinics at the end of Q1 2026 compared to 128 at the start of Q1 2022. I want to put our Canadian footprint in long-term context. We currently represent a figure approaching 1.5% of outpatient primary care delivered in Canada. The Canadian primary care market remains overwhelmingly fragmented. Our long-term target is 10% market share within 8 to 10 years, and our internal modeling shows we can achieve that target while reducing our growth rate to roughly half of its present pace over time. The runway in front of us is substantial, and our objectives are achievable.

Moving on, patient visits in our Canadian network totaled 1.3 million in Q1 '26, up 33% from 1 million in Q1 2025. Meanwhile, the number of billable providers reached 2,204, up 17% from Q1 in the prior year. We continue to recruit more physicians than ever. The WELL brand is gaining recognition as a place where doctors can focus on patient care rather than clinic administration and charting. That value proposition is working. Patient visits are continuing to grow faster than our provider count, which demonstrates increasing productivity across the network.

As you can see from the third graph, our patient visits per billable provider increased by 14% in Q1 '26 compared to the same period last year. While many factors contribute, we believe our technology tooling, including AI transcription and digital workflows is a key driver of this improvement in productivity. To put this in concrete terms, our Canadian providers delivered an average of approximately 576 patient visits per billable provider in Q1 '26 compared to approximately 510 in the previous year's quarter. This is real measurable productivity gain, and it is the operational expression of our clinic transformation program and our AI tooling working as designed.

Now moving on to our recent Canadian clinic M&A activity. In Q1 '26, we acquired 3 clinics across 3 transactions, adding $34 million in annual revenue and 77 new providers. While the number of transactions in Q1 was lower than recent quarters, the average dollar value per transaction was significantly greater in Q1. versus previous quarters because of the sizable eConsult platform business we acquired in Alberta. We're very pleased with the progress of our eConsult acquisition. As a reminder, the platform enables primary care physicians to securely connect digitally with specialists and receive timely clinical guidance asynchronously, reducing wait times and improving care coordination across providers. All clinical decisions remain fully led by physicians and licensed health providers.

Our pipeline continues to grow. We currently have approximately $260 million in clinic revenue under LOI or in advanced stage, covering 4 signed LOIs and 81 potential clinic opportunities. For WELL Canada, including WellStar, we have approximately $265 million in revenue under LOI or in advanced stage with 7 signed LOIs. Our total WELL Canada pipeline, including pre-LOI targets, deals under LOI and advanced stage represents more than 50 targets engaged, over $440 million in annual revenue and more than 125 clinics. This is the largest M&A pipeline in WELL's history and when combined with the expanded $400 million senior credit facility, which Eva will discuss shortly, gives us strong visibility into our Canadian growth trajectory through 2026 and beyond.

Before we move on, I want to spend a moment on something foundational we're building that I believe will shape WELL's next chapter, and that is the WELL Health Intelligence Platform, or WIP. WIP is a unified data and AI foundation that consolidates operational and financial information from across our subsidiaries into a single, secure and governed platform purpose-built for AI mobilization. In its first phase, WIP is a step change in how we manage performance and continue to rapidly deploy AI across the organization. It gives us a single -- a true single source of truth, standardized KPIs across every clinic, service line and segment and real-time visibility for leadership. Reporting cycles that used to take weeks will move to days and then to real time.

But the strategic significance goes well beyond reporting. Our scale across more than 250 clinics is one of WELL's most important strategic assets. And the WELL Health Intelligence platform is what compounds that advantage. It turns scale into faster decisions, sharper capital allocation and stronger operating leverage and gives us the ability to absorb future acquisitions without proportionately adding cost. Equally important, the WELL Health Intelligence platform is the launchpad for accelerating AI deployment at WELL. A unified governed data layer is the prerequisite for everything we want to do with AI across the enterprise, predictive analytics, automated workflows, AI-generated learnings and the patient provider and clinical experiences that we're building forward. Critically, we're embedding Agenta capabilities directly into the WELL Health Intelligence platform, the ability to deploy AI agents across finance, HR, IT and other G&A functions to handle routine back-office work.

Over time, we expect this to be a meaningful lever in managing G&A costs as the business continues to scale. We're investing now in the team and technology needed to build WIP properly, and we expect those investments to compound over time. The WELL Health Intelligence platform is the foundation that enables the cost optimization program we are launching in the second half of the year, which I will discuss next. In short, WIP is the infrastructure that makes the next chapter of WELL possible. We are focused on using advanced AI and integrated technology to enhance operating leverage as we scale.

In the next few months and leading into the second half of the year, our plans are to implement a comprehensive cost optimization program designed to streamline internal processes, refine resource allocation and reduce structural costs. We expect this program, combined with the operational benefits of WIP to drive margin expansion in the back half of 2026 and into 2027. We will share a further update in Q2 on both the WELL Health Intelligence platform and our cost optimization efforts.

Moving on, I'm pleased to announce the launch of WELL Research, the strategic consolidation of WELL's existing clinical research assets into a unified operating segment and brand for the life sciences industry. WELL Research brings together 4 differentiated assets we already own, our 250-plus Canadian clinic network, our 44,000-plus provider network through Wellstar our patient consent platform, WELL Trust and our AI-powered real-world evidence engine via DARWEN AI, which, of course, is part of HEALWELL. This marks an important strategic milestone for WELL and represents a meaningful evolution of our clinical research strategy.

If you recall, in November 2025, WELL formed a clinical research joint venture with Healwell, including a Toronto-based contract research organization or CRO named Biopharma Services or BPSI. The clinical site management organization or SMO named clinical phase onward, also known as CPO. I'll take a minute to explain the difference between an SMO and a CRO because I think it's important. A SMO is a site management organization, which is a service provider that embeds directly within clinical trial sites, such as a physician practice and outpatient clinic to handle day-to-day trial execution, including patient recruitment, study coordination and protocol compliance, whereas a contract research organization, or CRO, operates at a higher level, managing entire trials across multiple sites on behalf of sponsors. Together, these capabilities span the full clinical trial value chain from patient identification and consent through recruitment, trial execution and real-world evidence generation.

Before I walk through BPSI, I want to draw a direct line back to something we introduced in our Q4 call. Welltrust. As a reminder, Welltrust is the consent-first platform that allows us to mobilize patient data across our clinical network with explicit revocable patient consent to match patients with appropriate clinical research opportunities. Since we introduced Welltrust to the market last year -- last quarter, adoption inside our network has continued to scale. And we are on track for the formal launch -- commercial launch of Welltrust later this year. WELL Research is the natural and necessary next step.

Welltrust gives us the consent and identification layer and WELL Research gives us the operating capability to actually run the trials. Together, they convert what was previously a static clinic asset into an active commercially viable research platform, and they are designed to be deployed as one integrated offering in the life sciences industry. BPSI brings 15-plus years of operating history, more than 2,200 completed clinical trials, 35-plus successful regulatory inspections and over 20 industry awards. Historically, BPSI focused on lower-margin bioequivalent studies for the generics market, a segment that has been structurally pressured by increasing price competition and a shift towards lower-cost international markets.

As a result, we're executing a phased transition. First, we are pivoting from bioequivalence and generics towards Phase I trials for innovator drugs, which offer materially higher margins. Second, these early-stage trials create a pull-through effect driving larger and more profitable later-stage trials. And third, those later-stage trials are where WELL's SMO capabilities driven by CPO and the overall scale of WELL's clinical network create additional competitive advantage. We expect this transition to take the balance of 2026 as we reposition BPSI and drive WELL Research to achieve profitability under this new model by the end of the year. Together, this positions WELL Research as a higher value partner to the life sciences industry with stronger economics over time to the point where this could be a substantial profitability upgrade and commercial re-rating of the WELL clinic network. We will update you on this as we execute.

And now I'd like to share with you some progress around our CyberWell business. Last month, we announced that WELL's prior cybersecurity assets of Cycura, Sekinu and PROACT are now integrated into a single cybersecurity organization known as CyberWell with centralized leadership, governance and service delivery. This consolidated operating model is powered by a new unified platform called Score, Fusion. We have also brought on a new experienced set of executives to lead the effort at CyberWell led by Jeff Engel and complemented with a newly formed advisory board with years of cybersecurity experience in national security, public policy and regulated industries.

We are operating in a landscape of escalating cyber threats. CyberWell's response is anchored by Score Fusion, our proprietary AI-enabled cybersecurity platform. Score Fusion unifies data from security operations, monitoring and governance activities into a single context-enriched view, applying AI-driven analytics to identify patterns, surface emerging risks and deliver predictive insight. Rather than delivering point-in-time solutions, the platform supports ongoing cyber resilience through intelligent automation and clear accountability across security, technology and risk functions. Consistent with the strategically controlled platform approach I outlined earlier, we expect to begin a process later this year to identify like-minded financial partners to fund CyberWell's growth while we retain strategic control.

I want to briefly anchor Wellstar's performance in the regulatory and policy backdrop we discussed earlier. Unlike many SaaS businesses currently facing valuation pressure, Wellstar sits at the operational core of the clinics it serves, mission-critical infrastructure in a nondiscretionary sector. The interoperability mandates and sovereign procurement priorities we covered in the Canadian health care update do not just support Wellstar's competitive position, they accelerate its strategic value as a Canadian-owned, certified and fully integrated platform.

Now let's look at Wellstar's financial performance for the quarter. We're pleased to report that Wellstar delivered yet another strong quarter, generating revenue of $21.8 million, an increase of 27% year-over-year. Wellstar achieved MRR or monthly recurring revenue of $6.4 million at the end of Q1 2026, an increase of 38% as compared to Q1 2025. Adjusted EBITDA of $4.9 million in Q1 2026, an increase of 14% as compared to adjusted EBITDA of $4.3 million in Q1 2025. Adjusted EBITDA margins were 23% in Q1 ' 26 for Wellstar. I want to point out that there were approximately $259,000 in prepubic related company costs in the quarter preparing for our spinout plans. Excluding these costs, adjusted EBITDA would have been $5.2 million, an increase of 20%.

Moving on, Healwell also released its Q1 2026 financials earlier this afternoon. We're extremely proud of the progress made by Healwell, a company that we helped launch Healwell is a global health care software company with enterprise-grade data science and AI offerings serving 70 of the largest health systems here in Canada and globally in 11 countries, including customers such as the NHS in the U.K., governments of France, Spain, Saudi Arabia, Abu Dhabi, New Zealand, Australia and Health Systems in the United States.

Healwell achieved revenue of $33.2 million in Q1 '26, an increase of 316% year-over-year. Healwell also reported positive adjusted EBITDA of $735,000 in Q1 '26 compared to a loss of $2.3 million in Q1 2025. Healwell will be hosting its webcast conference call tomorrow morning before market open. I hope you're able to check in and listen to Healwell's management discuss their progress and particularly some of their recent AI and health system wins, demonstrating that the market is responding well to their efforts.

Next topic I'd like to talk about is our current strategic review process of our U.S. assets. We are, of course, limited in what we can say about these strategic review processes, especially given the advanced nature of some of our work here and the negotiations we're engaged in. Nonetheless, I'll try to give you some high-level color. Firstly, we remain committed to our strategy of seeking strategic alternatives of the company's U.S. care delivery assets, including WIS, Circle Medical and CRH. Similar to our last call several weeks ago, I can confirm that we are in active discussions with potential buyers for all three assets.

We are navigating these discussions deliberately and with discipline to ensure we maximize value for our shareholders and find the right long-term partners for these high-quality businesses. These strategic alternatives reflect the capital allocation discipline I described earlier. We continue to like all these businesses, but discipline matters. And we're looking at multiple alternatives, not just divestitures. Whatever path we choose will not impair our ability to focus our capital resources and drive our Canadian clinic business. To our shareholders, I want to thank you for your patience as we bring these processes to the right outcome.

Now I'll comment on each one of the U.S. businesses, starting with Wisp. Wisp achieved revenue of $29.1 million in Q1 compared to $29.5 million in Q1 the previous year. Adjusted EBITDA was a loss of $0.9 million compared to $0.5 million in Q1 2025. While revenue remained stable, adjusted EBITDA reflects deliberate investments designed to strengthen WI's long-term position. These investments include compliance and clinical excellence, product innovation with new launches, including a new mobile app recently launched with more enhancements planned for later this year. Strategic diversification through a new B2B vertical driven by a small acquihire we completed at the outset of the year, complementing the direct-to-consumer model. These investments are already yielding measurable operational improvement, and we expect W to return to EBITDA profitability in the second half of the year.

Moving on to Circle Medical. Circle Medical reported revenue of $36 million in Q1, an increase of 21%. However, revenue included approximately $12.8 million of net deferred revenue. Circle Medical's normalized adjusted EBITDA was $2.9 million in Q1, which has grown sequentially over the previous quarter. Note that we expect to have minimal deferred revenue impact of approximately $4.8 million that is recognized in Q2 2026 with no more deferred revenue beyond that. Also, as we indicated in our last conference call, we have a deal in principle with the U.S. regulators relating to the billing issues we had outlined last year in our Q4 2024 conference call. We look forward to finalizing these arrangements and reporting back to shareholders.

And finally, CRH and provider staffing. The combined CRH anesthesia and staffing business generated $111.3 million in Q1 2026, compared to $114.3 million in Q1 2025. While the CRH anesthesia business was up 7% year-over-year, there was a small decline in overall revenue due to a decrease in the staffing business as this business can be a bit lumpy. Adjusted EBITDA for combined anesthesia services and staffing was $17.9 million in Q1 2026 compared to $17.6 million in Q1 2025. While growth was challenged in Q1 2026, we actually improved EBITDA margins in the combined businesses. And now I'd like to pass the call over to Eva.

Thank you, Hamed. The theme of our capital expenditures is investment for the future. Our capital expenditures in Q1 2026 increased by 88% from Q1 2025. This is primarily due to the addition of Healwell and our increased investments for the future. These investments include increase in capital expenditure due to the following: one, Canada clinic transformation and new diagnostic equipment; two, the newly launched WELL Research program; three, increase in CyberWell's new AI-focused platform; and four, the increased AI-related capital expenditure at WELL Corporate such as the WELL Health Intelligence platform that Hamed mentioned earlier.

Our Q1 2026 revenue grew 25% year-over-year to $368 million. Even excluding the addition of Healwell and the net impact of Circle Medical deferrals, the underlying business contributed approximately $22 million of net growth. Adjusted EBITDA grew strongly year-over-year despite meaningful investments made in WELL Research, CyberWell and the World Intelligence platform. We expect these investment pressures to subside in the coming quarters, after which the underlying margin expansion of the platform will be more visible.

Turning to adjusted net income. Adjusted net income doubled to $15.5 million in Q1 2026 from $7.5 million in Q1 2025. Adjusted net income was negatively impacted by our new growth initiatives such as -- well Research, CyberWell and the AI and IT transformation initiatives. Operating adjusted free cash flow attributable to shareholders was $1.6 million in Q1 2026 compared to $11.8 million in Q1 2025. Adjusted free cash flow was negatively impacted by the following: increased spending for growth initiatives, including -- well Research, CyberWell and AI-related transformation; the investments noted earlier on the call related to WIS, higher capital expenditures as discussed and higher cash taxes compared to Q1 2025 due to timing of cash payments and improved profitability in certain subsidiaries. We view this adjusted free cash flow impact as temporary. As our growth initiative investment phase normalizes, we expect adjusted free cash flow conversion to improve significantly through the back half of 2026 and into 2027.

Turning to our balance sheet as of March 31, 2026. WELL ended Q1 2026 with a solid balance sheet, holding cash and cash equivalents of $134 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 444.8 million as of March 31, 2026. This doesn't include Hall's credit facility with the Bank of Nova Scotia, which is also in good standing with outstanding debt of $48.5 million.

During Q1 2026, we expanded and extended our senior secured credit facility to CAD 400 million with an additional $100 million uncommitted accordion under syndicate led by Royal Bank of Canada, JPMorgan and TD Bank. This effectively doubles our prior capacity and extends the maturity to January 2030. This enhanced facility gives us a significant financial flexibility to execute on our Canadian acquisition pipeline, which, as Hamed described earlier, is the largest we have ever had. In Q1, we continued our normal course issuer bid or NCIB. In Q1 2026, the company bought back 177,600 shares. We're expecting to continue with our share buyback program for the rest of 2026 as permitted.

I'm also pleased to report that we have the cash and available resources to continue to fund our organic and inorganic growth program, which are focused on Canadian clinics and North Star. That concludes my financial update, and I will now turn the call back over to Hamed.

Thank you, Eva. We are pleased to reaffirm our guidance for fiscal 2026. We expect annual revenue in the range of $1.55 billion to $1.65 billion, representing reported growth of 11% to 18% and normalized growth, excluding impact of any Circle Medical deferrals of 16% to 22%. We expect adjusted EBITDA in the range of $175 million to $185 million. This guidance includes approximately $17.6 million in Circle Medical deferred revenue expected to be recognized in 2026, which carries close to 100% EBITDA contribution. It also only includes acquisitions announced to date.

Excluding the impacts of the Circle Medical deferrals, earnings on a normalized basis, the company expects to continue to deliver performance in line with prior years of achieving better than 10% annual growth in adjusted EBITDA and free cash flow growth, including acquisitions. Our guidance is sensitive to the timing of additional M&A and divestitures, and we will update the market as needed.

For WELL Canada specifically, which includes Canadian clinics and Wellstar, we delivered over 44% adjusted EBITDA growth in 2025, and we are targeting approximately $800 million in revenue and over $100 million in adjusted EBITDA on a run rate basis within the next 12 months. As we have -- just as a reminder, we have established a substantial outpatient clinic platform over the past few years, which now serves as a robust foundation for scalable growth. By integrating AI and advanced technology into our operations, we're actively enhancing our operating leverage and driving greater efficiencies across the business. To further strengthen our financial position, we expect to implement a targeted cost optimization program in the second half of the year aimed at reducing structural costs and expanding margins as we continue to scale.

And as noted earlier, the company maintains full commitment to disciplined capital allocation with its Canadian clinic program as the primary destination for incremental capital. This focus is what is the central rationale behind the company's intention to proceed with the spinout of Wellstar and its ongoing evaluation of strategic alternatives for its U.S. care delivery assets. In closing, Q1 2026 demonstrated that WELL's model compounds. We delivered record first quarter results, accelerated our Canadian growth engine, strengthened our balance sheet and advanced value unlocking initiatives across our network. The strategic clarity we have today built around being the operating system for modernizing Canadian health care positions us strongly for the years ahead.

I'd like to thank our Board of Directors, our senior management team across all the various different operating subsidiaries of the company and all of our employees and contractors. And in particular, I want to thank our health care practitioners and frontline workers who provide highly competent patient care every day and make a difference in the lives of our patients. Thank you all for joining us today, and thank you to our shareholders, investors and analysts for their continued support. We'll now open the call to questions. Operator?

[Operator Instructions] The first question comes from Gianluca Tucci with Haywood Securities.

And Emma congrats on the quarter. Hamed, the Canadian business is looking quite good. As you continue to add clinics to the network, where do you see margins scaling to in primary care as you achieve your 10% market share goal?

Yes. Thanks, Gianluca. I think the growth in margins that we see is very much intentional, not by accident. And we'd like to continue to see those margins increase. And candidly, our goal is to be well into the double digits over time. And so I would say you can continue to see -- expect to see improvements there over the next little while.

Okay. And then just changing gears on the Ontario EMR opportunity. In the perfect world, how do you foresee WELL Health, CyberWell and Healwell and even Wellstar combining together to tackle this RFP or RFQ? And has the timing of the spinout of the Wellstar change given this opportunity is out here?

Yes. And so we've been absolutely very active in coordinating between our various different parts, and we're going to put forth a really compelling solution. As I mentioned on the call in my script, we do expect this to be a multi-vendor solution. We've sort of now heard some indications around that. And that really makes a lot of sense when you consider the fact that there are 3 substantial vendors of size in the Ontario marketplace there with ourselves and TELUS Health and Loblaws. And so I think there's going to be aspects of this RFP that are going to give new opportunities for new business.

As I noted, the budget is fairly significant for what Ontario is trying to achieve, but it will likely involve the involvement of multiple vendors. So I think we're in a really good position here. And this is why we spent some valuable airtime talking about the combined benefits of our proposal that we're going to put forth.

The next question comes from Justin Keywood from Stifel.

Nice to see the results. The target to expand -- well Canada to $800 million in sales, the time line seems to have been shortened by, call it, 1 quarter as compared to the March update. Does that reflect maybe higher confidence in the organic growth outlook or perhaps some of these files are moving a bit quicker than anticipated?

Thanks, Justin. I'm glad you noticed. Yes, that's correct. We have advanced the time line a little bit since our last conference call, and we're really pleased to be able to do that. And yes, absolutely, that does reflect some confidence that some of these files are moving forward. As you know, unlocking an upside -- unblocking some of the capital resource capabilities and having that upsized facility does give us the capability to be a little bit more ambitious. Obviously, as you know, we're very disciplined around maintaining reasonable leverage levels, and we will continue to do that. But yes, we do see some confidence that we'll hopefully be able to drive this a little bit quicker than we thought before.

The next question comes from Douglas Miehm with RBC Capital Markets.

Just related perhaps to the last question. When you think about the gating factor of onboarding this new revenue and the number of clinics that you're going to have to take on, -- have you solved for that? I know that in the past, it was one of the reasons why you weren't able to go ahead with all the available acquisitions that you probably could have done at the time. And I'm wondering if that's improved significantly or if you expect it to improve in the near term.

Yes. Great question. So I think, Doug, yes, I think we've been really intentional about elevating the company's ability to process these bigger acquisitions. I would also say that you're seeing this reflected in the margins. We are also now pursuing what could be viewed as higher quality assets that do have better margin impact and come with probably a bit less of a need for transformation. Of course, we'll still transform these assets. We'll still apply our software, but they're coming into the network with better structural margins with better operations.

As you can see, we're not doing as many absorptions. We're still doing them, but they take a lot of time and effort from our team, and we really want to apply our clinic transformation teams to the highest leverage opportunities humbly possible. So we're being very intentional here about really elevating the margins in this business as we get to that $800 million goal.

That's very fair. So just a quick follow-up based on what you mentioned. Would you -- given better margins, bigger size of these clinics apparently, do you expect to pay more for those? And maybe you could talk about the increase in EBITDA multiples that might be associated with that? And I'll leave it there.

Yes. I would say, in some cases, we would pay slightly higher, but we do believe based on what we can see that the implied multiples over time will continue to reflect what we've seen in the past, which is better than 20% IRR rates. Everything that we're doing, everything that we're looking at does reflect those types of IRRs, and we're very much committed to that. And so I would say, net-net, over time, we believe that these will actually operate at better implied multiples.

The next question comes from Michael Freeman with Raymond James.

Congratulations on the quarter. I like seeing the stat on visits per billable provider increasing over time. And I'm curious, how do you see the headroom available in the sort of provider utilization? Is there a natural limit here? Like how do you see this growing over time?

Yes. It's a really good point, Michael. This is a stat, as you know, we started tracking publicly here and reporting on a few quarters ago, and we continue to see really good trends here. I think we feel very confident that we can continue to deliver the tools, and we actually believe that as Wellstar deploys and further builds out its Agentic AI platform that this could take another leap up. Of course, it takes time. There's change management with doctors. But the Agent platform has a really transformational approach in being able to leverage voice to help drive providers. and in their daily functions and the work that they do inside the consult room.

So I would say that, that does mean that we expect to see improvements over time. And of course, that also -- there's probably M&A reflections in there because as more and more clinics come into the network, that's an overall kind of blended number that we're providing. But we do have confidence that the core productivity of the provider will improve, especially as the Agentic capabilities in this sector come forth.

Okay. And now on CyberWell, you mentioned that you might be looking for a third-party capital partner to fund growth. Can you talk about what sort of opportunities you would seek this unit to pursue? What sort of capital quantum we're talking about?

We haven't really discussed too much of finalizing that number. But I would say that to start with, I don't think that we would look to raise more than $10 million to begin with. We're already in discussion with certain parties. The operator of CyberWell came from a significant exit in the cybersecurity business that he ran in the United States, where they were very recognizable venture and private equity investors. And so we feel really confident behind Jeffrey Engel's leadership, we'll be able to bring in capital. And we also see greater and greater need for what CyberWell does. And so I think that data protection will continue to be a really important part of our story. And yes, we look forward to partnering with investors to deliver on the mission there.

We have no further questions. I will turn the call back over to Hamed Shahbazi for closing remarks.

I wanted to thank everyone for tuning in today. We look forward to speaking to you again in August. And meanwhile, we will report back on all the key strategic initiatives that we talked about here today and look forward to providing news as it is available. Thank you so much, and have a wonderful day.

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

Good afternoon, ladies and gentlemen, and welcome to the WELL Health Technologies Corp. Fourth Quarter 2025 and Fiscal Year 2025 Conference Call. [Operator Instructions] This call is being recorded on Thursday, March 19, 2026.

I would now like to turn the conference over to Pardeep Sangha, Investor Relations. Please go ahead.

Thank you, operator, and welcome, everyone, to WELL Health's Fiscal Fourth Quarter and Year-End 2025 Financial Results Conference Call, the period ended December 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 and information. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, many of which are outside of well control that may cause actual results, performance or achievements as well to differ materially from the anticipated results, performance or achieved as 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 as required by law.

We may use terms such as normalized revenue, adjusted EBIT, adjusted gross profit, adjusted gross margin, normalized and adjusted EBITDA, adjusted EBITDA margin, shareholder EBITDA, adjusted net income and adjusted free cash flow on this conference call, all of which are non-GAAP and non-IFRS measures. More information on how to define these terms, please refer to the definition set out in today's press release and in our management discussion and analysis.

The company believes that adjusted EBITDA is a meaningful financial metric as the measures cash generated from operations, which the company can use to fund capital requirements, service future interest and principal debt payments 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. Hamed?

Thank you, Pardeep, and good day, everyone. We appreciate everyone for joining us today as we discuss our fourth quarter and full year 2025 financial results.

2025 was a defining year for WELL Health. We crossed $1.4 billion in annual revenue, an increase of 52% year-over-year. We achieved $203.7 million in adjusted EBITDA with margins improving to 14.5% from 5.1% in the previous year. We delivered record adjusted net income of $126.5 million or $0.50 per share, up from $0.03 per share in 2024. And we generated $58.2 million in free cash flow attributable to shareholders, an increase of 19%. We met our stated annual guidance on both revenue and adjusted EBITDA. For perspective, 5 years ago, our annual revenues were $50 million. They have grown more than 27 times since then. That trajectory gives us confidence not because of where we've been, but because it demonstrates the compounding nature of our model, and we believe the conditions for that compounding are stronger today than any point in time in our history.

But beyond the financial milestones, 2025 was the year our long-term vision clearly took shape. At its core, WELL's is building the infrastructure for a healthier Canada, a health care ecosystem designed not just to treat on this, but to help prevent it. Our clinics deliver outstanding care, WELLSTAR powers the digital workflows behind that care, [ QOL ] applies AI at enterprise scale and CYBERWELL protects the data. No other company in Canada brings all of those capabilities together. If health care is going to become smarter and more preventative, it needs a new kind of operating system. We're building it. But before going further, I want to present our results transparently. So let me provide a normalized view that excludes the impacts of Circle Medical's deferred revenue and certain onetime items at CRH related to the cyber incident that impacted our revenue cycle management partner from both 2025 and 2024, to give shareholders a clean apples-to-apples comparison of our underlying business performance.

On a normalized basis, 2025 revenue was $1.35 billion, representing 34% year-over-year growth. Normalized adjusted EBITDA was $148.6 million, a 17% year-over-year increase. Normalized adjusted net income was $99 million, up 102%. Each of these figures represent meaningful growth and is consistent with our commitment from a few years ago to deliver greater than 10% adjusted EBITDA growth annually on an absolute basis. I will present both reported and normalized figures throughout this call, and Eva will provide additional detail on the bridges between the 2 later in the call.

Now those financial results are the output. I want to now share something that I'm really proud of, and that is what's driving those financial results at the clinic level, because I believe the real story of WELL's what's happening inside our network every day, which is the real-world impact our platform is delivering to providers and patients. Clinicians across our network are saving up to 2 hours per day using our AI transcription capabilities provided through the WELLSTAR platform. That time goes directly back into patient care. Across our clinics online booking and self-check-in are saving more than 80 hours per week per clinic and administrative workload. Our patients are responding well achieved a net promoter score of approximately 80 in 2025, well above the industry benchmark. Also, more than 4 million run rate appointments were booked online through the OceanMD network throughout the year. And of patient digital consents are now being captured through our platforms, which speaks to the adoption and trust our technology is earned.

On the referral side, we processed more than 1.5 million e-referrals in 2025, reducing paperwork and shortening wait times across the health care ecosystem. These are not theoretical efficiencies. They're measured repeatable improvements at scale across 252 clinics and our WELLSTAR network. And they are the reason our providers are seeing more patients, our margins are expanding and our physicians increasingly want to join our network rather than practice independently.

Moving on, let me provide some key operational highlights. At the end of 2025, WELL had over 4,600 billable and nonbillable providers, delivering care across our network of physical and virtual clinics. Of that number, we now have 1,400 physicians in Canada, which is approximately 1.5% of all physicians practicing in the country. Beyond our own clinics, over 43,000 health care providers across Canada, the majority of whom are physicians benefit from WELLSTAR's SaaS and technology capabilities, we estimate that well over 40% of all physicians in Canada engage with our WELLSTAR platform in some capacity. Patient visits were very strong in 2025, particularly in Canada. Total care interactions exceeded $10.5 million, a 26% increase year-over-year with 14% organic growth. Canadian patient visits reached $4.3 million in 2025, an increase of 37% year-over-year with organic growth of 10%, including both clinic absorptions and same clinic expansion.

For the third consecutive quarter, Canadian patient visits surpassed 1 million visits in a single quarter. System-wide inclusive of the U.S. and Canada, we delivered 6.9 million patient visits in 2025, a 21% year-over-year increase. Organic growth system-wide was 3%. The slower organic growth was attributable to Circle Medical, where patient visits declined year-over-year due to the company's significant focus on compliance. We expect this headwind to improve later this year as Circle Medical's compliance matures. The scale of our Canadian presence is worth pausing on. WELL now operates 252 clinics across Canada spanning primary care, diagnostics, specialty, Allied Health and Executive health. Approximately 70% of the Canadian population now lives within 20 kilometers of a WELL clinic, a figure that reaches approximately 75% of the population within the provinces where we operate. We represent approximately 1.5% of outpatient care delivered nationally. The Canadian primary care and clinical market remains overwhelmingly fragmented. Our target is 10% within 8 to 10 years, and our modeling shows that we can achieve that while reducing our growth rate to half our present growth rate over time. The runway is substantial and our objectives are achievable.

Moving on, I want to spend some time on WELLTRUST, which we launched last month in partnership with HEALWELL AI. WELLTRUST sits at the intersection of our clinical network and the world of clinical research. And I believe it illustrates something important about where WELL is heading. WELLTRUST is a consent-based platform that enables ethical AI-powered patient identification for clinical research. The core idea is straightforward. WELL operates 252 clinics and delivers 4.3 million patient visits per year in Canada. That network represents one of the largest concentrated pools of real-world patient data in the country. WELLTRUST allows us to mobilize that data with explicit patient consent to match patients suffering from chronic, rare or complex conditions with life savings innovations and new therapeutics through clinical trials and research studies.

The first commercial application uses HEALWELL's Darwin AI engine, which is backed by 47 peer-review publications to identify high fit patients across our network and connect them with pharmaceutical sponsors and clinical trial networks. This is not a theoretical capability. The platform launched in February and is now live in 56 clinics with approximately 30,000 patients having provided their consent to date. I want to explain why this matters strategically. Clinical trial recruitment is one of the largest bottlenecks and cost centers in pharmaceutical R&D, roughly 80% of clinical trials failed to meet enrollment time lines and patient recruitment alone can represent 30% to 40% of total trial costs. A platform that can identify consenting prequalified patients from a large diverse real-world clinical network is genuinely valuable to pharma sponsors and is something that a technology company without an owned clinic network simply cannot replicate. This is the WELL thesis at action. Our clinics are not best care delivery assets generating fee-for-service revenue. They are the foundation for higher-margin digital services that become possible only at our scale. WELLTRUST is the first product built on this insight and we expect it to be the foundation for additional use cases, including real-world evidence generation and enhanced clinical decision support.

Importantly, WELLTRUST operates on a concern consent first model. Patients have full, transparent and revocable control over whether the data is being used for research purposes. Participation is entirely voluntary and has no bearing on the care patients receive at our clinics. We believe this approach is not only ethically necessary but also commercially advantageous because it builds the trust that makes the platform sustainable over time. While WELLTRUST is not yet material revenue generator, we believe it represents a meaningful new revenue stream as it scales, and we will provide updates on its commercial progress in the coming quarters.

Before moving to our 3 presentation topics for today, I want to address our cash flow generation because WELL Health is fundamentally a cash flow generator. As a reminder, shareholder EBITDA excludes the portion of earnings belonging to noncontrolled interest. In 2025, WELL achieved $149 million in adjusted shareholder EBITDA representing an increase of 275% year-over-year. While free cash flow attributable to shareholders was $68.2 million in 2025, an increase of 19% year-over-year. This translates to a cash flow conversion of 39% from the adjusted shareholder EBITDA to free cash flow. This number is lower because of the deferred revenues, which did not produce cash flow. As such, it is more applicable to consider the normalized results since they are aligned with cash flow generation activities.

On a normalized basis, excluding Circle Medical and CRH impacts, shareholder -- adjusted shareholder EBITDA was $110.9 million, an increase of 15% year-over-year. This translates to cash flow conversion of 52% from adjusted shareholder EBITDA to free cash flow attributable to shareholders. And if one were to exclude cash interest paid, the cash flow conversion would be closer to 78%. Eva will provide additional detail on free cash flow and our balance sheet position later on in the call.

Now that we covered our headline results, the impact our platform is delivering and our operational cash flow performance, I'd like to turn to the 3 topics we'll be covering in the rest of the presentation. First, a deep dive into our Canadian clinics business, including our M&A track record and pipeline; second, an update on WELLSTAR and HEALWELL AI including their competitive positioning and financial performance; and third, an update on the strategic review processes for our U.S. assets.

The first topic I'll 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. Over the past 4 years, our Canadian clinics business has exceeded 47% CAGR in revenue. During the 12 months ended December 31, 2025, Canadian clinics achieved revenue of $444.3 million. For perspective, 5 years ago, our Canadian clinics revenue was $36.7 million for the year. Adjusted EBITDA attributable to our Canadian clinics business was grown at a CAGR of over 44%. During the 12 months ended December 31, '25, Canadian clinics achieved adjusted EBITDA of $58.1 million, 43% better than the previous year. Our Canadian clinics network has grown to 252 clinics as compared to 128 clinics at Q1 2022.

Moving on, patient visits. In our Canadian network totaled $4.3 million in 2025, up 37% from 2024. The number of billable providers reached 2,207, up 23%. We continue to recruit more physicians than ever and the WELL brand is gaining recognition as a place where doctors can focus on patient care rather than clinic administration and charting that value proposition is working. The efficiency story is clear in the data, patient visits per billable provider reached 1,939 in 2025 compared to 1,744 in 2024, an increase of 11%. Patient visits are growing faster than our provider count, which demonstrates increasing productivity across the network. While many factors contribute, we believe our technology tooling, including our AI transcription and digital workflows is a key driver.

Looking at our total WELL Canada business, which includes Canadian clinics, WELLSTAR and CYBERWELL, but excludes HEALWELL, one can see that WELL Canada generated revenue of $521 million in 2025, an increase of 35% compared to 30% growth in the prior year. Adjusted EBITDA reached $81 million, an increase of 44% compared to 23% growth in the prior year. I want to highlight that EBITDA is now growing faster than revenue in Canada, which was not the case last year. This is a direct result of our clinic transformation program and the operating leverage built into our business model.

Moving to our recent Canadian clinic M&A activity. In Q4, we acquired 25 clinics across 7 transactions, adding $45.6 million in annual revenue and 100 new providers. Q4 was our most active quarter for M&A in the company's history in terms of the number of transactions completed. Our pace of acquisitions has picked up in 2025. For the full year, we completed 19 transactions and acquired $113 million in clinical revenue more than doubling the prior year's 10 transactions and $53 million. We continue to streamline, automate and AI enable our corporate development process with the goal of making our M&A engine more efficient and scalable as we move into 2026.

Our pipeline continues to grow. We continue to have approximately $260 million in clinic revenue under LOI or in advanced stage covering 6 signed LOIs and 79 potential clinic targets. For all of WELL Canada, including WELLSTAR, we now have approximately $272 million in revenue under LOI or at an advanced stage. Our total WELL Canada pipeline, including pre-LOI targets represents more than 40 targets engaged, over $45 million in annual revenue and more than 125 clinics. This is the largest pipeline we've ever had, and it gives us strong visibility into our growth trajectory for 2026 and beyond.

And now moving to our second topic, I want to discuss our 2 technology subsidiaries, WELLSTAR and HEALWELL AI. I know investors are paying close attention to the recent disruption caused by AI against the broader SaaS sector and the valuation compression many software companies have experienced. We believe both WELLSTAR and HEALWELL are well insulated from AI disruption because they provide essential mission-critical infrastructure for health care, a sector that is nondiscretionary by nature. Taken together, WELLSTAR and HEALWELL formed an operating system for modern health care delivery in Canada. WELLSTAR software runs the clinic. HEALWELL makes it smarter. And WELL's owned and operated network gives both platforms a distribution advantage that standalone software companies cannot replicate.

The slide in front of you outlines the competitive moats that we have built into each business. For WELLSTAR, the key points are that it is the system of record and increasingly the system of action as it relates to the genetic workflows it manages for clinics at [indiscernible], deeply integrated into billing, scheduling and patient workflows with high switching costs and strong brand trust built over years in a regulated environment. For HEALWELL, the moat is built on clinical validation with 47 peer-reviewed publications backing its [indiscernible] AI engine, a global distribution network through Orion, serving over 70 enterprise customers across 11 countries and a data flywheel that becomes more defensible with each new deployment. I won't read through each item here on the slide, but I would encourage investors to spend some time with it. These are structural advantages that underpin our confidence in both businesses.

Moving on, let's look at WELLSTAR's financial performance. We're pleased to report that WELLSTAR delivered another strong year, generating revenue of $72.9 million, an increase of 63% year-over-year. WELLSTAR achieved year-end annual recurring revenue or ARR of $72.6 million at the end of 2025, an increase of 35% as compared to 2024. This reflects the annualized run rate as of year-end. Adjusted EBITDA of $21.6 million in 2025, an increase of 66% as compared to adjusted EBITDA of $13 million in 2024. Adjusted EBITDA margins were 30% in 2025 for WELLSTAR on a pre-shared services basis. I want to point out that once we add in shared services and public company overhead costs, the EBITDA margins for WELLSTAR expected to be slightly lower when we go public.

Moving on to HEALWELL. HEALWELL is a global health care software company with enterprise-grade data science and AI offerings serving 70 of the largest health systems here in Canada and globally in 11 countries, with customers such as the NHS in the U.K., the government of France, Spain, Saudi Arabia, Abu Dhabi, New Zealand, Australia and health systems in the United States. In 2025, we had 3 quarters of inclusion of HEALWELL into our financial statements. HEALWELL total revenue contribution in 2025 to WELL Health, including HEALWELL continued and discontinued operations was $112.9 million. Looking at continuing operations for Q4, which gives the best picture of where HEALWELL is heading, revenue in Q4 2025 was $32.2 million, an increase of 374% year-over-year. The health care software division grew 489%, primarily driven by the Orion transaction, while the AI division grew 67%.

HEALWELL also reported positive adjusted EBITDA of $1.1 million in Q4 compared to a loss of $5 million in Q4 2024. We're extremely proud of the progress made by HEALWELL, a company that we helped launch. HEALWELL was moved from an incubation stage company to a profitable pure-play AI and SaaS business in under 2 years.

Moving on, HEALWELL is now moving from pilot phases to live enterprise deployments. Since our last earnings call, HEALWELL has secured contracts across 3 major markets. In the Middle East, HEALWELL signed its first landmark contract with a major governmental health system to deliver AI-based smart search, marking a strategic entry into this high-growth region. In the United States, HEALWELL is actively delivering Smart Identify within its U.S. health care environment to improve patient matching and data integrity, another AI product. In Canada, HEALWELL has successfully deployed smart search within a provincial health care system and deliver smart summary to automate structured clinical reporting and reduced clinical burden. The most significant recent window is the multimillion dollar multiyear U.S. health information exchange contract announced on March 5. This is a statewide contract supporting secure data exchange for millions of patient lives secured through competitive procurement. It was one through a coordinated bid between Orion Health and VeroSource another HEALWELL company, integrating Hillel's AI-based smart modules directly into Amadeus AI platform. This contract validates the strategy of combining Orion's health care information infrastructure with HEALWELL's AI intelligence layer.

And the third topic I'd like to talk about is our current strategic review process of our U.S. assets. We're, of course, limited in what we can say about the strategic review processes, especially given the advanced nature of some of our work here and the negotiations were engaged in. Nonetheless, I will give you some high-level color. Firstly, we remain committed to our strategy of divesting the company's U.S. health care delivery assets, including Wisp, Circle Medical and CRH, and I can confirm that we are now in active discussions with potential buyers for all 3 assets, which is an improvement from last quarter when only 2 of the assets were in active discussions. As I indicated in my letter to shareholders a couple of months ago, we are seeing strong interest and engagement from prospective buyers, and we did see a significant increase in the level of interest at the end of the last year, which we had not seen before, and we've seen that level sustain and even continue to increase. We're navigating these conversations deliberately and with discipline to ensure we maximize value for our shareholders and find a long the right long-term partners for these high-quality businesses.

And with that, I'd like to comment on each U.S. business. I'll start with Wisp. Wisp achieved annual revenue of $115 million in 2025, an increase of 14% from $101 million in 2024. Adjusted EBITDA was $1.3 million in 2025 compared to $5 million the year before. The adjusted EBITDA decline reflects investment in growth initiatives that we expect to benefit the business moving forward, is continues to demonstrate strong top line momentum in a large and underserviced women's health market.

Moving on to Circle Medical. Let me start with announcing that we are pleased to have reached an agreement in principle with the DOJ on the matters they were reviewing as it relates to Circle Medical. As a result of this agreement in principle, we've updated our provision to USD 3.3 million, which is the total amount that we expect to pay. This amount is only slightly higher than our previously estimated provision of roughly USD 2.8 million. We will report back to shareholders once we have finalized the agreements that govern the figures I just provided.

Circle Medical revenue of $115 million in 2025, an increase of 14% from $101 million in 2024. Adjusted EBITDA was $1.3 million in 2025 compared to $5 million the year before. The adjusted EBITDA decline reflects investment in growth initiatives that we expect to benefit the business moving forward. Wisp continues to demonstrate strong top line momentum in a large and underserviced women's health market.

Moving on to Circle Medical,

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$2.5 million in the prior year. We're encouraged by the EBITDA improvement and the progress on our compliance program. And finally, CRH and Provider Staffing. As for CRH, the combined CRH and it's been staffing business has been performing very well, having generated revenue of $503.4 million in 2025 compared to $355 million in 2024, an improvement of 42% year-over-year. Adjusted EBITDA for combined anesthesia and staffing was $103 million in 2025 compared to $57 million in 2024, an improvement of 79%. These results are indicative of the growth and strong profitability of these 2 assets. On a normalized basis, once the onetime effects of the cybersecurity incident are accounted for that affected 2024 and 2025, normalized revenue for 2025 would have been $485 million compared to $380 million in 2024, a 28% improvement. Normalized adjusted EBITDA for combined anesthesia and staffing was $85 million in 2025 compared to $81 million in 2024, an improvement of 4.5%.

To put this in context, in 2024, the cybersecurity incident that affected our U.S. billing partner required us to derecognize approximately USD 18 million in revenue under IFRS despite having delivered the underlying services. One year later, we've been able to demonstrate collectibility for USD 13 million of that amount, which has now been re-recognized. The remaining USD 5 million continues to be assessed. With the CRH impacts now behind us and the agreement in principle in Circle Medical, we expect the tradability of our results to improve meaningfully moving forward.

I will now turn the call over to our CFO, Eva Fong, who will review the financials for 2025. Eva?

Thank you, Hamed. Rather than repeating our reported figures, which are available in our financial statements, I want to focus on our normalized financial performance, which removes the impact of Circle Medical and CRH from both 2025 and 2024 to provide a cleaner picture of the underlying growth.

Normalized revenue was $1.35 billion in 2025, an increase of 34%. Normalized adjusted EBITDA was $148.6 million, an increase of 17%. Normalized shareholder adjusted EBITDA was $110.9 million, up 15%. I want to put these growth rates in context. A few years ago, when we made a commitment to shareholders that we would deliver a minimum of 10% absolute adjusted EBITDA growth annually and reinvest the balance of our capacity into top line growth. That is a deliberate strategy. We're not over optimizing for either growth or earnings. We are balancing both because we believe that it's what creates the most durable long-term value. With 17% normalized adjusted EBITDA growth and 34% normalized revenue growth in 2025, we are delivering on debt commitments while simultaneously building scale that will drive earnings for years to come.

More specifically, Q1 contributed significant revenue with a smaller EBITDA contribution given its earlier stage of integration, and new clinical acquisition completed in 2025, which is typically lower margin before we apply our clinic transformation program. We expect margins on these assets to improve as they mature within the network. In this revenue bridge, we can see that the reported revenue of $990 million in 2024. On the far left, and revenue of $1.4 billion in 2025 on the far right of the graph. Excluding the impact of Circle Medical and CRH leads to normalized revenue of $1 billion in 2024 and $1.35 billion in 2025. The 34.4% growth in normalized revenue can be attributed to $130 million to HEALWELL and $231 million to organic and inorganic growth.

In this adjusted EBITDA bridge, we can see the reported adjusted EBITDA of $46.7 million in 2024 on the far left of the graph and reported adjusted EBITDA of $203.7 million in 2025 on the far right of the graph. Excluding the impact of Circle Medical and CRH leads to a normalized adjusted EBITDA of $127 million in 2024 and normalized adjusted EBITDA of $148.6 million in 2025. The 17% growth in normalized adjusted EBITDA can be attributed to $5.7 million to HEALWELL and $15.9 million to growth.

Now on to our annual adjusted net income. Overall, our annual 2025 results reflect continued profitability in the business. In this adjusted net income bridge, we can see the reported adjusted net income of $8 million in 2024 on the far left and adjusted net income of $126.5 million in 2025 in the far right of the graph. Excluding the impact of Circle Medical and CRH leads to normalized adjusted net income of $48.9 million in 2024 and normalized adjusted net income of $99 million in 2025. The 102% increase in normalized adjusted net income is driven by $34.2 million in growth.

Now free cash flow. It's attributable to -- free cash flow attributable to shareholders was $58.2 million in 2025 compared to $48.9 million in 2024. The increase was driven by a $27.4 million improvement in adjusted shareholder EBITDA offset by higher taxes, interest and capital expenditures as well as a small negative cash flow contribution from HEALWELL. Capital expenditures were elevated due to investments in new equipment and clinical facilities, particularly our executive health and longevity clinics. We view these as growth investments that will generate returns in the coming periods. The increase in cash taxes in 2025 compared to 2024 reflects higher U.S. cash taxes, increased profitability in certain Canadian operations and incremental test liabilities associated with recently acquired businesses. We expect our cash taxes will decrease when we start utilizing Canadian losses against profits in 2026 onwards.

Now turning to our balance sheet as of December 31, 2025. while ended 2025 with a solid balance sheet, holding cash and cash equivalents of $133.8 million. We remain in good standing and fully compliant with all component related to our 2 credit lines at WELL, JPMorgan in the U.S. and Royal Bank in Canada. The outstanding debt from these credit lines was approximately CAD 377 million as of December 31, 2025. Now this doesn't include HEALWELL's credit facility with the Bank of Nova Scotia, which is also understanding with outstanding debt of [ $48.8 ] million at the end of December. Importantly, at the end of January 2026, we expanded and extended our senior secured credit facility to CAD 400 million with an additional $100 million uncommitted accordion under a syndicate led by Royal Bank of Canada, JPMorgan and TD Bank. This effectively doubles our power capacity and extends the maturity to January 2030. This enhanced facility gives us significant financial flexibility to execute on our Canadian acquisition pipeline, which, as Hamid described earlier, is the largest we have ever had.

We resumed our normal course issuer bid or NCIB in the fiscal year. In 2025, the company bought back approximately 408,100 shares in 2025. We're expecting to continue with our share buyback program in 2026 as permitted. I'm pleased to report that we have the cash and available resources to continue to fund our organic and organic growth program, which are focused on Canadian clinics and WELLSTAR.

That concludes my financial update, and I will now turn the call back over to Hamed.

Thank you, Eva. Now for our outlook. We're pleased to provide guidance for fiscal 2026. We expect annual revenue in the range of $1.55 billion to $1.65 billion for the year, representing reported growth of 11% to 18% and normalized growth of 15% to 22%. We expect adjusted EBITDA in the range of $175 million to $185 million. This guidance includes approximately $17.6 million in Circle Medical deferred revenue expected to be recognized in 2026, which carries close to 100% EBITDA contribution.

It also only includes acquisitions announced to date. Excluding the impacts of CRH and Circle Medical deferrals, and meaning on a normalized basis, the company expects to continue to deliver performance in line with prior years of achieving better than at least 10% annual growth in adjusted EBITDA and free cash flow growth, including acquisitions. Our guidance is sensitive to the timing of additional M&A and divestitures, and we'll update the market as needed in appropriate. For WELL Canada specifically, which includes Canadian clinics and WELLSTAR, we delivered over 44% adjusted EBITDA growth in 2025 and we're targeting over $800 million in revenue and $100 million in adjusted EBITDA within 18 months. We also intend to proceed with the spinout of WELLSTAR subject to market conditions and we remain resolutely committed to completing the sale of our U.S. care delivery assets, active processes are underway, and our objective is to announce transactions that unlock value for shareholders.

In closing, 2025 demonstrated that WELL's model compounds. We delivered record results, accelerated our Canadian growth engine, strengthened our balance sheet and advanced value unlocking initiatives across WELLSTAR, HEALWELL in our U.S. portfolio. The strategic clarity we have today built around infrastructure for health care Canada positions us well for the years ahead. I would like to thank our Board of Directors, our senior management team across well clinics, WELLSTAR, HEALWELL and CYBERWELL and WELL USA and all of our employees and contractors. In particular, I want to thank our health care practitioners and frontline workers who provide remarkable patient care every day. They are the true heroes of the health care ecosystem, and we're grateful for the opportunity to serve them. It brings meaning to everything that we do.

Thank you all for joining us today, and thank you to our shareholders, investors and analysts for their continued support. We'll now open the call for questions. Operator?

[Operator Instructions] The first question comes from David Kwan with TD Cowen.

I wanted to ask about the CRH. I guess the revenue that you guys were able to recognize. So the revenue for CRH was up over 20% this quarter sequentially, which is much more than what we've seen historically. It just due to seasonality. We also saw a good jump in the gross margin. So I'm guessing that USD 13 million that you said you were able to recognize happened in Q4? And then also, was this, I guess, a key reason why the fiscal '26 adjusted EBITDA guidance was materially below kind of where the Street was?

Yes. Thanks, David, I'm glad you asked that question. The delta between our guidance and street expectations is largely explained by the noise associated with the Circle Medical deferrals and the CRH cyber incident impact. I think the circle medical deferrals were generally well understood by the street since those revenues were not derecognized they were simply deferred and, therefore, trackable. In the case of CRH, however, in Q4, we were able to rerecognize USD 13 million of the $18 million that was derecognized last year. as we were able to demonstrate under IFRS as these items were collected.

So when you sort of normalize for these items, our guidance is very much in line with our established practice of committing at least 10% bottom line growth. while reinvesting the balance in top line growth. So we're confident in delivering on that framework. But I think that gives much better perspective, hopefully, understanding that CRH carried that kind of impact.

Great. And then just one question on kind of capital allocation. I appreciate all the color that you've given as it relates to the sale processes and share buybacks. You've got a convertible debenture that's maturing at the end of this year. So I was wondering if you can provide some color as to what your plans are with that.

Yes. Thanks, David. We have numerous different ways that we can deal with that. I think, again, we have some line of sight on some divestiture income that could come, but we also have opportunities for leveraging our current lines or -- which obviously have been boosted, but we also have other opportunities. And so I think it's something that we want to deal with probably around the midyear point. So we'll keep everyone posted on that, but we're more than confident that our capital structure can provide a solid solution.

The next question comes from Gianluca Tucci from Haywood Securities.

Hamid, I was going through the MD&A and I did notice that you reached an agreement with the state of California as it pertains to circle. Just wondering if you can add some context there.

Yes. Thanks, Gianluca. As I noted in my script, we're really pleased to have come to an agreement in principle under IFRS, once we reach that agreement in principle, we needed to update our provision for the year, even though we have not finalized that agreement. So we go through -- the way that it works as we go through a negotiation, we sort of agree in principle on the amounts and then there's a process to finalize.

And look, I think this, I think, provides a lot of hopefully, clarity and trust in our original provision, which I think is really important. The fact that we came so close to that regional provision shows that we did assess this properly. And the very significant market reaction that occurred last year was probably an overreaction to the matter. Now noting that the disclosure around this came in, I think, on or around liberation days. So it wasn't a great market at that time. But yes, no, we're very pleased. And once it is complete, we will update the market.

Excellent. And then just secondly, on the expanded credit facility. Is the -- like is the bulk of that earmarked for M&A here in Canada? Just wondering as it pertains to your -- a lot of targets here for like WELL Canada, how can I be thinking about the deployment of capital in the near to midterm?

Yes. Thanks for asking. So that expanded credit line that has been upsized from $200 million to $400 million with the $100 million accordion gives us a lot of dry powder. We can use it for a variety of things, but note that, that only sits on the security perimeter around our Canadian clinics division. Of course, we could use it for other things outside of that, but that is the main focus for it. And I would say that, look, it just -- it allows us to continue to be highly opportunistic and picking up assets that we think are exciting both on the primary care and the diagnostic business.

Note that 2/3 of our EBITDA in Canadian clinics comes from diagnostic imaging and specialized care, mostly diagnostic imaging. That is a business that we are very fond of. We really like the structural margins there. We love the predictability of that business. We are the largest license holders in Ontario, pursuant to the public private partnership framework, the IHS framework, licensing framework there. And we'll continue to grow there. That is a priority for us. And it's great to have the underlying capital to do that. Keep in mind that diagnostics in a big province like Ontario requires licensing. This isn't something that you can just do if you have physicians and equipment the province requires actual licenses. And when we acquire assets, most people are not valuing the licensure because those licenses can be worse by themselves millions of dollars. And so it's very important to consider that from a capital allocation perspective, there's great value enduring long-term value in those types of assets.

So that is where we're looking to allocate some of that capital as well. As well as, I would say, longevity and exact care. Generally speaking, we're leaning into higher-margin areas that we feel have long-term compounding capabilities.

The next question comes from Erin Kyle with CIBC.

Just a follow-up to that last one there. It's sort of a similar question here. With the $260 million in revenue under LOI or close to for Canadian clinics as of the end of the quarter. Maybe you can talk a bit more about the opportunity there, how it's kind of broadened out into primary care and preventative care. And then just how you expect to kind of finance those acquisitions cash on hand or the upsized credit facility that you just spoke about? And can you just remind us if there's a leverage target or a leverage ceiling rather, that you try to maintain?

Yes. Thanks, Erin. Great question. So look, we generally like the leverage target of around 3.5% for the company. We can sell it a little bit higher than that on a temporary basis, but sort of our target leverage tends to be about 3.5. As for the $260 million under LOI in advanced, it is a pretty good kind of mix between, I would say, specialized care diagnostics and primary care. Noting that primary care has a very big breadth. That's something with health care. I mean it's not all just your prime vanilla primary care clinics. There's lots of opportunity out there within the private care arena in the procedural health areas, things like tricker point injections, all kinds of different procedures where physicians are generally getting paid more for doing things.

I mean when you look at health care in general, health care practitioners when they physically engage in, whether it's shows or other various different types of procedures. They generally do obtain more reimbursement. We are focusing in some of those areas and have some of those under LOI. And Diagnostics, as I mentioned earlier, we really like that business. There continues to be excellent potential. We're still very much a small market share earner comparatively even though we're the biggest. So I would say those are -- those continue to be the big areas for us. And I think there's a very good sort of balance between that mix.

That's helpful color there. And then I have a question just on the margin profile for segments in the quarter. Specifically on primary care, thus EBITDA margin was a bit below where we had expected for the quarter. Anything specific to call out there? Is it really just integration of some recent acquisitions?

Yes. It's mostly timing. I think you'll see that improve this year. It's mostly timing in relation to different assets that we absorbed and we acquired and the process and timing that it takes for clinic transformation. Also noting that some of the new M&A that we are engaging in is of higher margin, so I expect that to improve over the next year or 2.

The next question comes from Michael Freeman with Raymond James.

Congratulations on finishing a big year in these results. I wonder if you could speak more about the assumptions that inform your guidance. So your 2026 guidance and then your 18-month target for WELL Canada.

Sure. Yes. Look, I think with our assumptions, the guidance importantly, does not include any new M&A, right? So it is -- it includes all the M&A announced to date and is relying on the organic growth that we are expecting, it relies on the deferred revenues and other features that we've talked about on this call. So for that reason, it is sensitive to key announcements or catalysts that we would make.

So for example, if we if we make a divestiture, we will have to come back with new guidance that effectively clarifies or adjust for that divestiture. But look, this comes back to WELL and its commitment to deliver at least 10% absolute EBITDA growth. I mean I think that's -- if there's one big thing to take away from this call, and I'm hoping this has been clear over the past years, but both Eva and I on this call are trying to really reconfirm that WELL is committed to that at least 10% EBITDA growth. And I think that's really important because -- and because we are not over optimizing for top line and bottom line. We're taking a really balanced approach that we think benefits long-term value for the company. And they're great companies in the past, such as Descartes that have taken the same approach where the street can be confident and clear that we have a commitment.

But beyond that commitment, we're going to really drive growth in the business. And I think that's the framework in which we're coming with this. So I think it's really important to, first of all, ensure that you are normalizing the results because of all these impacts that we've had to deal with. And then secondly, layering on the growth commitments that we are -- that we've indicated. So for example, this past year, look at our free cash flow growth. Free cash flow growth is a really important metric to track because that would have transcended all of the adjustments with Circle Medical and CRH. Our free cash flow growth grew 19% year-over-year. And so we're saying, "Hey, look, we're going to grow at least 10% without -- in EBITDA with basically -- what we gave the midpoint, which I think was around 10%", but we're saying we're going to grow at least 10% overall on an absolute basis from an EBITDA perspective.

Okay. All right. That's very, very helpful. I wonder, so now looking at the divestment of U.S. assets. You mentioned on this call that you are approaching a resolution with the DOJ with Circle Medical. And it looks like the cyber issue at CRH has been, in large part, resolved. I wonder how would you describe both of these events precipitating their effect on the sale processes for these 2 assets?

Yes, that's a good question. Look, I think they definitely add noise, particularly on the Circle Medical side. I think with the CRH side, this is something that happened to a significant number of companies. This was a major industry issue and matter that affected companies like CRH. And so I think -- but of course, it still adds noise and it's something that has to be worked out. And we're really pleased to be in a position to provide more clarity to the street on CRH. And I think that's definitely resonating as well in our private conversations around sale processes.

But of course, having line of sight and understanding of where we're going to end up with the DOJ subject to signed agreements, we're really pleased that we have that clarity moving forward. And I do believe it's going to really help our processes moving forward.

Okay. Yes. And just further, you mentioned that since the end of the year, you noticed that there was more interest than ever in your assets. Do you think this was a result potentially of these -- the DOJ and the cyber issue coming -- you're approaching resolution?

Actually, thank you. That is an important point of clarification. No, that is irrespective of these line of sight. I think we -- what we're trying to say there is that in general, we're seeing the market improve, private equity sponsors who tend to be the significant majority of transactions occurring in the space are becoming more accustomed to the challenges and volatility that the industry presents. Of course, the U.S. administration has -- it was in its first year and I think that people were trying to figure out which way that U.S. administration was going to go in terms of reimbursement policy, there was concerns around seek inflation. How is that going to impact things. And where was that going to be going.

And then, of course, there was a little bit more clarity around the trajectory of interest rates at that point in time. Note that these big health care platforms that are especially driven through M&A like CRH tend to be more inflation sensitive because they do generally leverage debt in order to tuck-in acquisitions under a platform. So I think -- these are sort of more big picture macro reasons that I think were perking up the market, and we were just seeing more inquiries and more interest in the sector. And that generally makes sense.

In Trump's first term, it did take a little bit of time for people to get a climatized to his administration's approach and focus and style and all that kind of good stuff. I think we're seeing the same thing here.

The next question comes from Daniel Rosenberg with Paradigm.

My first one continues on the theme of the strategic initiatives. So I was curious to hear if your thoughts have changed at all along the WELLSTAR spin out, just given current market conditions, how you're thinking about it and timing of something like that? How have your thoughts changed?

Thanks, Daniel. Our thoughts have not changed very much because we feel that WELLSTAR is a benefactor of the AI disruption. If I could zoom out a little bit, our view and I think generally what we're seeing play out in the market is that AI disruption is real and it's creating a new class of winners and losers. And it's very, very important that investors really pay attention to that. And we're seeing that play out in terms of valuations as well.

Companies that have real moats that are participating in areas like systems of record or system of action that have integration modes, that have regulatory moats, these companies may actually become more valuable, not less valuable because they were able to demonstrate that AI disruption will not be able to essentially transcend those moats. And for that reason, we're continuing to prepare some of our increased costs from a G&A perspective, reflected adding pub Coast style costs for WELLSTAR and getting it prepared. And we're very [indiscernible]. And of course, we have to do a really good job conveying our messaging and demonstrating that WELLSTAR is -- its agentic platform are delivering and it represents the future of Canadian Healthcare and we feel really confident with that.

So proof will be in the pudding. But based on our discussions with certain investors around the street, there's very much appetite and interest in one you see WELL's start to be public and backing WELLSTAR. So we look forward to that.

Switching gears to the clinic pipeline. So obviously, you added an impressive '25 pursuing M&A along the clinic business. I'm just wondering how you think about it longer term sustaining that kind of cadence, you're a bigger company, so being able to have the same kind of impact as you yourself grow bigger through that channel? Any color there would be appreciated.

When you talk about impact, what do you mean in terms of impact on the industry or impact in terms of our financials. Could you clarify that a little bit?

I just mean by size, I mean your pipeline has grown, but still view as a total business. So I'm wondering if you could sustain that cadence of M&A that can drive impressive growth we've seen.

Look, I think we're just -- the most -- the 3 most important things in M&A are discipline, discipline and discipline. I think you're going to see us get even more disciplined as we grow. We we're just getting better and better with each deal. Our models become more sophisticated, our diligence teams get smarter and better. We just try to learn from everything that we do. I think we can sustain these types of numbers. I'm not sure we're always going to have the type of percentage increase in terms of number of transactions that we've had. But I don't think we necessarily have to in order to achieve our goals. We're not going to do transactions for the sake of doing transactions.

The objective here is not to just grow for the sake of growth. We -- if we find good deals, we'll do that. If not, we'll stand down. I think what's going to be important is balance sheet discipline, maintaining reasonable leverage ratios and eventually reducing those leverage ratios over time. And I think that will very much happen. So we're very pleased because we can just see that -- it's not just that the financial results compound, our knowledge in getting these deals compounds, and we get better over time. And M&A is not an easy thing to do. It's hard work. It's hard doing good deals. It's hard integrating. It's hard making sure that the cultures all match. And we're getting pretty good at it, and we'll get better.

That concludes our Q&A session. I will turn the call back over to Hamed Shahbazi for closing comments.

Well, thank you very much for all the questions today and for tuning in. We really appreciate it. And we're very excited about our 2026 year as we noted, and we look forward to speaking with you later in May. Have a wonderful day.

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

Good afternoon, ladies and gentlemen, and welcome to the WELL Health Technologies Corp. Third Quarter 2025 Earnings Release Conference Call. [Operator Instructions] This call is being recorded on Thursday, November 6, 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 Third Quarter Financial Results Conference Call for the 3 months ended September 30, 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 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 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 terms such as adjusted gross profit, adjusted gross margin, adjusted EBITDA, adjusted EBITDA margin, 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 definition set out in today's press release and our management's discussion and analysis.

The company believes that adjusted EBITDA is a meaningful financial metric as it measures cash generated from operations from 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 Q3 2025 financial results. Q3 2025 was an excellent quarter for WELL, driven by strong performances network-wide, but especially in our core Canadian business.

We're seeing our technology-enabled approach, which is increasingly AI-enabled, drive real business results across the enterprise. We feel qualified and authentic to say that we're firmly delivering on our mandate of delivering high-quality tech-enabled care and/or supporting physicians across the continent in delivering high-quality tech-enabled care in their environments.

We generated approximately $365 million in revenues for the quarter, which were up by 56% year-over-year and surpassed $1 billion in revenue and $137 million in adjusted EBITDA in just the first 9 months of the year. 5 years ago, for perspective, our quarterly revenues were $12 million and year-to-date revenue as of Q3 2020 was approximately $33 million with negative adjusted EBITDA.

Our revenues have grown more than 30 times in 5 years, while our adjusted EBITDA is trending to meet our stated guidance of between $190 million and $210 million this year.

We also witnessed improvements in a number of operations and productivity metrics, which we'll discuss later on this call, which we feel demonstrate that we're not just growing but delivering real value and efficiency to the health care markets we serve.

We achieved adjusted EBITDA of $59.9 million in Q3, an increase of 296% as compared to $15.1 million in Q3 of '24. If one were to exclude the impact of Circle Medical deferred revenues, Q2 -- Q3 would have been $347 million, representing 48% year-over-year growth, while adjusted EBITDA would have been $42.3 million, representing a 180% increase compared to the previous year.

Also very pleased to report that given management's very intense focus on margins, we've improved our gross margins by 510 bps to 45.5% from 40.4% last year, and our operating adjusted EBITDA margins have improved by 990 bps year-over-year.

Free cash flow attributable to shareholders in Q3 was $30.2 million, including one small divestiture we had in our CRH platform and $15.1 million in Q3 without it. Eva will speak to this in greater length later.

I will now share with you some of our operational highlights for Q3. As of the end of Q3 '25, WELL had over 4,500 billable and non-billable providers delivering care across our entire network of physical and virtual clinics. Of that number, we now have over 1,300 physicians in Canada operating with WELL, which is just over 1% of all physicians practicing in the country.

We continue to focus on achieving 10% market share within 8 to 10 years, so we have a tremendous amount of runway left to continue to expand our footprint across Canada. As a reminder, we are the market leader.

In addition, over 43,000 health care providers across the country, the majority of which are physicians, continue to benefit from our SaaS and technology services. We estimate that more than 40% of all physicians in Canada engage with our WELLSTAR technology platform in some capacity.

Looking at our patient visits, which are a strong indicator of our revenue growth and progress, patient visits are very strong for the quarter, especially in Canada. Total care interactions were over 2.7 million in Q3, which represented a 29% increase compared to last year and represented 19% organic growth.

For the second quarter in a row, Canadian patient visits surpassed 1 million in a single quarter, reaching 1.08 million patient visits in Q3 2025. Total patient visits increased 38% year-over-year, including organic growth of 9%, accounting for both clinic absorptions and same clinic expansion.

System-wide, inclusive of U.S. and Canada, we delivered over 1.7 million patient visits in Q3, a 19% increase from the prior year, with organic growth of 3%. We note that the slower organic growth in patient visits system-wide was attributable to Circle Medical, whose patient visits were lower than last year because of the significant focus on compliance.

However, I'm pleased to note that Q3 was a bounce-back quarter for Circle Medical compared to Q2. We'll talk a bit more about these positive results at Circle Medical later in the call.

I'd like to now share with you an updated overview of WELL Health and its key operating subsidiaries. We think it's important to convey what the company will look like as the dust settles on its journey to simplify and streamline operations, especially with the divestiture processes we have underway in the United States currently.

As you can see, our core operating business and capital allocation focus is our Canadian clinics network. This is where we have a leadership position in Canada and where we are able to generate the highest return on invested capital or ROIC.

Our 3 key areas of focus here are: primary care; diagnostics and specialized care; and of course, our preventative and executive health line of business. Complementing our Canadian clinic network assets, we have our strategically controlled operating platforms. This includes WELLSTAR, for which we are planning an IPO next year on the TSX and HEALWELL, which is already a publicly listed company on the TSX.

WELLSTAR is focused on providing digital enablement solutions for health care providers and clinics, while HEALWELL is building AI solutions and data science, health care information systems for public health as well as other solutions for big pharma and life sciences companies.

An easy way to think about this is that WELLSTAR generally serves SMB or small and medium-sized businesses clients, such as outpatient medical clinics and doctors, whereas HEALWELL serves large enterprises around the globe, such as the NHS.

It is important to note that both HEALWELL and WELLSTAR are able to fund their future acquisition plans through their own fundraising and capital allocation programs. This structure is very capital efficient for WELL shareholders who will continue to benefit from the consolidated financial statements and enterprise value of both WELLSTAR and HEALWELL without seeing any dilution in WELL's own share capital.

Incidentally, CYBERWELL is another strategically controlled operating platform, but has been excluded from this slide for the moment due to its small size. It is currently generating less than 1% of WELL's total revenue.

Now that we've covered off the key results, I'd like to go over a few key presentation themes we'll be covering in the rest of the presentation. One, of course, will be our Canadian clinics update; two, WELLSTAR; three, HEALWELL AI; and fourth, we'll provide an update on the strategic alternative processes for our U.S. assets.

The first key theme I'd like to 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. Over the past 4 years, our Canadian clinics business has exceeded 50% compound annual growth rate.

During the 9 months ended September 30th, Canadian clinics achieved revenue of $325.3 million. Our year-to-date revenues have already surpassed our total revenue for all of 2024. For perspective, 5 years ago, our Canadian clinics revenue was $9.7 million for the quarter and $26.4 million on a year-to-date basis. So again, well over 10 times.

Adjusted EBITDA attributable to our Canadian clinics business has grown at a compound annual growth rate of over 44%. During the 9 months ended September 30, '25, Canadian clinics achieved adjusted EBITDA of $45.7 million. Notably, our year-to-date adjusted EBITDA for the first 9 months has also surpassed our total adjusted EBITDA last year with an additional $5 million so far.

Our Canadian clinics network has grown to 227 clinics at the end of Q3 2025. Our Canadian clinics business continued its strong growth trajectory in Q3 2025. Patient visits in our Canadian clinics network totaled 1.08 million in the third fiscal quarter, our second quarter in which we surpassed 1 million patient visits and up 38% from 780,000 in Q3 2024.

The number of billable providers within the network reached 2,068 in Q3, up 17% from 1,769 in Q3 of last year, highlighting the growing magnitude of our scale. Note that the number of doctors here is just over 1,300, as mentioned earlier.

In the quarter we recruited 44 physicians versus acquiring 64 physicians into our platform through our M&A program. We're pleased to note that we are now recruiting more physicians than ever before as the WELL brand is gaining recognition as an attractive place for physicians to work and build their practice. This is due to the hard work we're doing to win the hearts and minds of doctors by making their lives easier and helping them be more successful in their practice.

A major goal of our platform is to allow providers to spend more quality time seeing patients without having to worry about the overhead tasks or managing a clinic or spending countless hours on charting patient records. This shows that our business model is working.

In fact, in Q3 '25, our number of patient visits per billable provider was 524 compared to 441 in Q3 of last year, representing a year-over-year increase of 19% in this very important metric. With patient visits growing faster than the number of billable providers in WELL's Canadian clinic network, we are demonstrating increasing efficiency in our clinics.

While there are many more contributors to this improvement, we believe improved tooling and technology to be one of those key reasons.

And looking at our Canadian business, including Canadian clinics, WELLSTAR and CYBERWELL, but excluding HEALWELL, our WELL Canada business is experiencing accelerating growth, as you can see from both of these graphs. In Q3 '25, WELL Canada generated revenue of $129.3 million compared to $93.5 million in the prior year's quarter, an increase of 38% as compared to the prior year's growth of 27%.

We're also quite proud to report that our adjusted EBITDA is growing faster than our revenues now, which was not the case last year.

In Q3 2025, adjusted EBITDA for our total WELL Canada business reached $21 million, up from $14 million year-over-year, representing an increase of 50% as compared to the prior year growth rate of 16%.

On to our Canadian clinics capital allocation track record slide. If you were on last quarter's conference call, you would have likely remembered this slide. We've updated it to include -- to demonstrate our capital allocation record at Canadian clinics. As a reminder, this slide speaks to all of our clinical acquisitions and absorption since inception.

On the right hand of the slide, we provided total figures relative to our capital allocation record in Canadian clinics. As you can see, we've allocated about $280 million overall in 31 separate transactions where we have acquired $273 million in revenues.

Our total deal multiple for all acquisitions was 9.4x EBITDA at the time of acquisition. Since then, we've grown the EBITDA of all of our acquired assets by 117%, rerating the implied multiple to 4.3x.

If one takes out MyHealth, the specialized care and diagnostic imaging platform, which was our single largest and most expensive acquisition to date in Canada, the average original multiple that we transacted against was 5.8x EBITDA. But given that we've substantially improved the EBITDA for these businesses, the implied multiple after these improvements currently stands at just 2.2x shareholder EBITDA. This yields an adjusted EBITDA growth of 164%.

In Q3 2025, we continued executing on our strategic growth plan through the expansion of our clinic network. During Q3, we acquired 5 clinics generating over $27.5 million in annual revenue. Our owned and operated clinic network welcomed 68 new billable providers in the third fiscal quarter, further strengthening our capacity to deliver high-quality care.

As we articulated at the beginning of our call, the main focus of our capital allocation focus is our Canadian clinics business. As such, we have picked up the pace of our M&A program relative to Canadian clinics.

Year-to-date, we have already completed 12 transactions and acquired $67 million in clinical revenue, which includes acquired and absorption revenue, which exceeds our full year metrics in the prior year. By comparison last year, we completed 10 transactions in the full year, accounting for $53 million of acquired business.

We continue to tool up our M&A program and are getting ready to improve these numbers as we get into 2026. We have now spent considerable time and effort streamlining, automating, and where possible, AI-enabling our corporate development efforts with the goal of evolving our M&A efforts into a true, efficient machine.

As for our growing M&A pipeline, we're pleased to report that we are working on some of our largest acquisitions to date in Canadian clinics and have approximately $235 million in clinics under LOI with approximately $0.25 billion overall under LOI enterprise-wide, including WELLSTAR and HEALWELL.

The $235 million figure reflects 8 signed LOIs and 61 clinics and includes some of the largest targets we've had locked down in quite some time. As a comparison, on our prior call in August, we had 25 clinics and only $48 million in annual revenue under LOI.

We also have a very large pipeline of target acquisitions that are in the pre-LOI stage. For our total pipeline, including both LOI and pre-LOI, we now have more than 35 targets engaged, representing over $350 million in annual revenue and more than 130 clinics.

The second theme I'd like to talk about is WELLSTAR. As a reminder, WELLSTAR is a WELL subsidiary, which we intend to spin out as a publicly listed high-growth, profitable, pure-play Software-as-a-Service or SaaS health care technology company, which would still be majority owned by WELL.

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.

Last week, we announced a $62 million equity financing for WELLSTAR, which is expected to close by early December 2025. This financing was led by syndicate of investors, including 3 of Canada's most prominent fund investors: Mawer Investment Management; EdgePoint Wealth Management; and Picton Mahoney. We're very grateful for the support provided by these investors and extremely proud to have the support of such outstanding Canadian institutions.

This equity offering was done at $1.50 per share, which is a 50% premium compared to the prior WELLSTAR financing that we completed at $1 per share in December of '24. On a fully diluted basis, the post-money valuation for WELLSTAR is approximately now $535 million, and WELL's ownership stake is approximately 70%. This would imply that WELLSTAR should contribute approximately $375 million to WELL's valuation on a sum of parts valuation.

Thus, you can see we are unlocking the value of WELLSTAR as we believe it is not properly reflected in the total value of WELL Health, which we believe remains undervalued.

We continue to believe WELLSTAR will be a very strong IPO candidate on the TSX main board sometime early in 2026, depending on market conditions. Our plan is to build additional scale before going forward with the [ goPublic ] initiative by completing additional acquisitions that will position WELLSTAR towards achieving more than $100 million in annualized revenue run rate.

WELLSTAR has already signed an agreement to acquire a health care billing company, which is expected to close in early December and subject to regulatory approval, and earlier this week announced the acquisition of Mutuo, a leading Canadian AI Scribe platform.

We're also pleased to report that WELLSTAR delivered another exceptional quarter, generating revenue of $18.3 million, an increase of 67% as compared to revenue of $10.9 million in Q3 of the prior year. WELLSTAR achieved monthly recurring revenue or MRR of $5.5 million at the end of Q3, 2025, an increase of 63% as compared to Q3 of '24.

WELLSTAR continues to have a strong profitability profile with adjusted EBITDA of $6.4 million in Q3, an increase of 69% as compared to adjusted EBITDA of $3.8 million in Q3 of '24.

Adjusted EBITDA margins were 35% in Q3 for WELLSTAR on a pre-shared services basis. WELLSTAR's EBITDA margins were boosted by a significant provincial ocean referral e-referral contract. However, I want to point out that once we add in the shared services and public company overhead costs, the EBITDA margins will be expected to be slightly lower when we go public.

The third theme I'd like to talk about is HEALWELL AI. As a quick reminder, HEALWELL is a global health care software company with enterprise-grade data science and AI offerings, serving 70 of the largest health systems here in Canada and globally in 11 countries, including customers such as the NHS in the U.K. and the governments of France, Spain, Saudi Arabia, Abu Dhabi, New Zealand, Australia and various health systems in the United States.

Earlier this week, HEALWELL announced 3 transactions, which allow the company to evolve into becoming a pure-play high-margin AI and SaaS Software-as-a-Services focused business on large enterprise customers such as health systems and life sciences pharmaceutical companies globally.

The transactions include the following. First, HEALWELL has divested its Polyclinic family medicine and specialty group of clinics to WELL Health Clinic Network. This includes 2 clinics and approximately 40 physicians. WELL had already been managing these 2 clinics for HEALWELL since January of 2024. And so it's highly logical that WELL now becomes the owner and operator of these clinics.

Secondly, HEALWELL sold its majority interest in Mutuo Health Solutions to WELLSTAR. As you may recall, Mutuo is primarily focused on selling solutions to doctors and clinics, which actually aligns better with WELLSTAR's mandate and its Nexus AI platform as opposed to HEALWELL and its focused on public health and enterprise customers around the globe.

The divestiture of Mutuo enables HEALWELL to concentrate resources on its core digital health care solutions while Mutuo strengthens WELLSTAR's Nexus AI platform. For clarity, HEALWELL is building category-leading AI solutions for public health and life sciences, while WELLSTAR advances digital enablement for health care providers and clinics across Canada.

And third, HEALWELL has formed a 50-50 clinical research JV or joint venture with WELL. This joint venture includes biopharma services and Canadian phase onward, which will no longer be consolidated under HEALWELL. We intend to continue the strategic evaluation process for this joint venture to find the best solution to support the growth opportunity in clinical research. And we'll keep our shareholders updated.

These 3 transactions will allow HEALWELL to place a greater focus on integrating its industry-leading and third-party validated AI solutions with its Healthcare Software segment and obtain important synergies that will result in margin expansion and organic growth.

HEALWELL's new pure-play yearly revenues are currently at $120 million and profitable on an adjusted EBITDA basis. We're also very pleased to report that our -- that this was BR's second quarter of inclusion of HEALWELL into our financial statements, which were released earlier this morning by the company.

HEALWELL achieved quarterly revenue from continuing operations of $30.4 million for Q3, an increase of 354%. Also during Q3 2025, HEALWELL reported positive adjusted EBITDA of $700,000 compared to an adjusted EBITDA loss of $2.8 million for the same quarter last year.

We're extremely proud of the progress made by HEALWELL, a company that we helped launch and incubate with management more than 2 years ago and in which we took a majority voting position this past April.

The fourth theme I'd like to talk about is our current strategic review process for our U.S. assets. We are, of course, limited in what we can say about these strategic review processes with our U.S. assets, especially given the advanced nature of some of our work here, but I will try to give you some high-level color.

We remain committed to our strategy of divesting the company's U.S. care delivery assets, including WISP, Circle Medical and CRH, noting that Circle Medical will likely take longer and be more of a 2026 project due to our focus on clearing the previously noted regulatory inquiry.

Currently, we have multiple advanced conversations occurring across 2 of these assets. And our objective, which is consistent with our announcement back in August at our Q2 earnings event is to announce at least one divestment by the end of the year.

Given the significant revenue and EBITDA attributable to these assets, we also have worked very hard to improve our executable pipeline of deals that would benefit from these divestments, which we obviously covered quite comprehensively earlier as part of our M&A pipeline review.

And now a quick word on WISP. WISP continues to demonstrate strong business fundamentals with consistent revenue growth and operating margin expansion. WISP had a strong Q3 with quarterly revenues of $30.3 million, an increase of 13% from $26.9 million achieved in Q3 last year. WISP continues to achieve positive adjusted EBITDA of $1.3 million in Q3 of this year.

Moving on to Circle Medical. Last year, we were just getting started on executing on our strategic alternatives process for Circle when we had to slow down the process due to the regulatory inquiry, year-end audit and reclassification of deferred revenue.

Circle Medical reported revenue of $42 million in Q3, an increase of 120% compared to revenue of $19.1 million last year. Revenue was boosted by approximately $17.6 million of deferred revenue in Q3. If you remove the deferred revenue, Circle Medical's revenues did decline on a year-over-year basis. However, with the greater focus on compliance and execution, it did also see an improvement in EBITDA, generating $4.8 million in EBITDA, not including the deferred revenues, which was an improvement from the previous year, again, excluding the impact of deferred revenues.

We're encouraged by the stabilization of revenues and improvement of EBITDA at Circle Medical and continue to be focused on improving our compliance program and clearing our regulatory review process. We look forward to providing updates there, too.

And finally, CRH and Provider Staffing. As for CRH, the combined CRH anesthesia and staffing business has been performing very well, having generated revenue of $125.1 million in Q3 compared to $94.7 million in Q3 of 2024, an improvement of 32% year-over-year.

Adjusted EBITDA for combined anesthesia and staffing was $22.7 million in Q3 compared to $20 million in Q3 of last year, an improvement of 14%. These results are indicative of the growth and strong profitability of these 2 assets.

I will now turn the call over to our CFO, Eva Fong, who will review the financials in greater detail for Q3. Eva?

Thank you, Hamed. Let's start with the factors that led to the strong revenue growth in the quarter. As you can see from the graph on the left, WELL achieved record quarterly revenue of $364.6 million in Q3 2025, driven by positive contribution from HEALWELL of $37.9 million and very strong net growth of $57.4 million. The Circle Medical deferrals attributed $35.2 million.

Adjusted EBITDA in Q3 2025 was $59.9 million, a 296% increase, which was due to $35.2 million from the Circle Medical deferrals and $8.2 million from [ growth ]. HEALWELL's contribution to adjusted EBITDA was small at $1.4 million.

In the fourth quarter, we expect a positive contribution of approximately $16 million from the Circle Medical deferred revenue and approximately $18 million contributions in the first half of 2026 and negligible thereafter.

On a year-to-date basis, in Q3, we achieved revenues of over $1 billion as compared to revenues of $685 million last year, reflecting growth of 48%. Year-to-date EBITDA for the 9 months of 2025 was $137 million, which was 172% higher than the previous year.

Now on to quarterly adjusted net income. Overall, our Q3 2025 results reflect continued profitability in the business. WELL reported record adjusted net income of $41 million or $0.16 per share in Q3 2025 compared to adjusted net income of $4.1 million or $0.02 per share in Q3 of last year.

During the quarter, the net impact of Circle Medical deferrals was $17.7 million. HEALWELL's contribution was a negative impact of $1.9 million to adjusted net income, while we had a one-time gain of $8 million from the divestment of a clinical asset in CLH, resulting in net growth of $13.1 million to the record adjusted net income. This growth represents a significant improvement in profitability over the past year.

WELL achieved adjusted free cash flow attributable to shareholders of $15.1 million in Q3 2025, a slight decrease from $16.1 million in Q3 of last year.

Free cash flow was positively impacted by $4.8 million increase in adjusted shareholder EBITDA, but however, this was offset by taxes, interest and capital expenditures and a small negative cash flow at HEALWELL.

During the quarter, we had higher quarterly cash taxes compared to last year due to the higher profitability for the company. And capital expenditures were also greater than normal due to investments in new equipment and clinical facilities to drive new revenue, especially related to our executive health and longevity clinics.

One thing to note, including proceeds from divestment in our free cash flow attributable to shareholders, our actual cash flow in the quarter was $30.2 million, including the cash of $15.1 million from the divestment of the CLH assets.

Now turning into our balance sheet as of September 30, 2025. WELL ended Q3 2025 with a solid balance sheet, holding cash and cash equivalents of $82.5 million. We remain in good standing and fully compliant with all covenants related to our 2 credit lines at WELL: JPMorgan in the U.S.; and Royal Bank in Canada.

The outstanding debt from these credit lines was approximately CAD 347 million as of September 30, 2025. This doesn't include HEALWELL's credit line with the Bank of Nova Scotia, which is also in good standing with outstanding debt of $49 million as of the end of September 2025.

We resumed our normal course issuer bid or NCIB in the second quarter. Year-to-date, as of November 5, 2025, the company has bought back approximately 297,000 shares in 2025. We are expecting to continue with our share buyback program for the remainder of the year as permitted.

I'm pleased to report that we have the cash and available resources to continue to fund our organic and inorganic growth program. This is true for Canadian clinics and WELLSTAR, where the majority of our M&A pipeline is focused on.

That concludes my financial update, and I will now turn the call back over to Hamed.

Thank you, Eva. With the record results achieved in Q3 of 2025 and the size of our M&A pipeline under LOI, I'm very excited and confident about our outlook for the balance of the year and into 2026.

In the fourth quarter, we believe shareholders can expect to see us continue to achieve new levels in revenue, adjusted EBITDA and adjusted net income. As for guidance, we are reaffirming our prior guidance, which was as follows. Our 2025 annual guidance for revenues to be between $1.4 billion and $1.45 billion, representing 52% to 58% annual growth as compared to 2024. Furthermore, we reaffirm our guidance for annual adjusted EBITDA to be in the upper half of our previously provided guidance of $190 million to $210 million.

Excluding the impact of Circle Medical deferrals, the company's annual revenue guidance would be between $1.36 billion and $1.41 billion. And excluding the impact of those deferrals, our guidance for annual adjusted EBITDA would be in the range of between $150 million and $170 million.

Our present guidance for the balance of the year is sensitive to a number of factors, including the timing of additional M&A and/or divestitures, which may cause these figures to slightly change or be reissued or updated accordingly. For example, if we have a significant divestiture that may require us to discontinue that revenue line item, which would obviously change our financial results, and we would update accordingly.

Our longer-term view of the Canadian clinic market remains very bullish. For WELL Canada, which includes Canadian clinics and WELLSTAR, we are targeting to be over $800 million in revenue and over $100 million in adjusted EBITDA within 18 months.

We remain resolutely committed to the sale processes of all of our U.S. assets, including WISP, Circle and CRH, as discussed earlier. Our objective continues to be to, again, announce at least one of these transactions that unlocks value by the end of the year. Note that we did have a small divestiture within CRH, but of course, we are in process with all of CRH as well.

In summary, we are very pleased with the strength and fundamentals of our business and look forward to delivering strong results in 2025 and beyond.

Thematically speaking, WELL management is very much focused on streamlining, integrating and unlocking value from its parts to achieve optimal shareholder value. WELL's growth engine has never been stronger. Our organic growth continues to be strong, especially in Canada, where we are executing on an extremely healthy M&A pipeline. We have a strong balance sheet and are well positioned to improve shareholder value.

In closing, I'd like to thank our Board of Directors, WELL's senior management team as well as the senior teams at WELL Clinics, WELLSTAR, HEALWELL and CYBERWELL and all of our employees and contractors for their tremendous effort and support.

In particular, I'd like to thank our team of health care practitioners and other frontline workers who provide outstanding patient care every day. They're the true heroes of the health care ecosystem, and we're grateful to have an opportunity to serve them. It brings meaning to everything that we do. I also want to thank you all for joining us today on this call and thank our shareholders and investors for their continued support as well as the valued analysts that help tell these important stories and shed light on our performances. We appreciate everyone's support.

And with that, operator, we'd be pleased to answer some questions.

[Operator instructions] The first question comes from David Kwan at TD Cowen.

I was just wondering on the margin front, you've done a pretty good job of increasing the margins throughout this year. When you look at it, I guess, excluding the deferred revenue from Circle came in at 12.2%. That's up from roughly 11.5% in the first half of this year. How should we be looking at the margin profile, I guess, in the coming quarters, assuming you don't sell any of your U.S. businesses?

Yes. Thanks, David. Yes, I agree. This has been a real bright spot for us. As you know, this has been an area of focus for management. Look, I think a lot of this has to do with the shift of our revenue mix, not only as a whole with all the different parts of the business, but also within areas like Canadian Clinics, where we're not just actioning absorptions and things of that nature. We are leaning into higher-margin, higher-quality type assets.

This past year, we've acquired more preventative health and executive health type businesses, which have improved margins. Obviously, the growth of WELLSTAR, which has significantly higher margins than our general clinic business drives up the mix, as does HEALWELL given the large SaaS and services component there.

And look, I think -- those growth trends, I think, are going to continue to be areas that we focus on. We'd like to see HEALWELL and WELLSTAR continue to grow as well. We're going to be very balanced in the way that we grow our Canadian Clinics business.

That's helpful color, Hamed. And I guess digging a little bit further into that, though, maybe specifically on the Canadian Clinics business and you talked about the absorptions and your ability to really boost the margin there.

Like how much of that margin uplift that we've seen at least relative to the first half of this year and even last year is coming from the ability of your clinic transformation team to really boost the margins versus some other stuff like you alluded to revenue mix?

If you recall the capital allocation slide in the script, I think that tells a real compelling story. I mean -- and demonstrating and kind of bringing that slide back quarter-over-quarter, I think it's really indicative of how we continue with that same clinic population to improve those numbers.

And so that's all due to the progress that we're making with our technology. That's all -- and if you remember also in the script, we're seeing more patient visits on a per provider basis, 19% increase year-over-year. That is coming as a result of our execution on the ground. And this is what makes us so hopeful about the business.

And it's candidly also becoming a new growth engine because happy doctors causes them to talk in the community. And we are now getting pretty close to recruiting more physicians than we're acquiring through our M&A program, which candidly has never been the case. And this quarter, it was pretty close.

And so I think that's -- you're correct to point out that the clinic transformation continues to be a really important factor for us, and we are executing quite well there and achieving our goals.

That's great. One last question. At WELLSTAR also on the margin side, we saw them quite strong this quarter, roughly 37%. That was roughly in line with what we saw last year. But relative to like other quarters, Q1, Q2, Q4, at least from what you've disclosed, it's notably higher. So I was just wondering, is there something seasonal that happens in Q3 that leads to this jump in margins?

Yes. As I mentioned in my script, we did also have a pretty significant win in our e-referral business with a significant provincial client and that -- not only did we have that win, but we were able to harvest that into revenue and begin that journey with that customer, and so -- and that new contract.

So I think this is indicative of the continued growth and momentum of the WELLSTAR platform and especially with sort of landmark, key areas of focus like e-referrals within the Ocean platform.

The next question comes from Derek Greenberg at Maxim Group.

I was wondering with the recent raise for WELLSTAR and your plans to boost revenue there, I was wondering in terms of potential acquisition targets, what you're really looking for and what framework you're applying in terms of multiples?

Great question. Look, with WELLSTAR, we essentially have a 3-pronged business model today. So we're industry leaders here in billing. We are top 3 in electronic medical records in the outpatient market. And then really our digital health applications or apps, productivity apps to support physicians. These are sort of the 3 key areas.

And we have real targets across all 3 of these core areas and have been pretty proficient at executing on those in the past year or so.

I will note that in the script today, we talked about the billing company that we have signed an SPA with, which has not closed because it is subject to regulatory approval. And we also acquired, of course, Mutuo from HEALWELL, which is the ambient Scribe company that was already being invoked and used within the Nexus AI platform.

So essentially here, you have 2 of those 3 components where we've made acquisitions. And I think you're going to continue to see us really layer in a very comprehensive sort of approach to how we think about growing that platform. So we're going to be very disciplined and continue to build out under these 3 areas.

As far as -- further to your question about multiples, we continue to be very disciplined, right? I think we look at these opportunities on a price to sales basis or ARR. We also look at them on an EBITDA basis. But we generally don't like transacting unless we can find our way to a 20% IRR. Hopefully, that's helpful.

Yes. That's very helpful. And then I was wondering just on the CRH side and the divestment of the asset you made this quarter, I was wondering maybe what the financial impact of that may look like on the current business?

Look, I think we've done divestments in the CRH portfolio before. We do that when we feel that there's an opportunity to transact at a higher multiple. And there are situations where private equity may be consolidating assets in the U.S. in the GI space. And of course, we partner with GIs within that -- within the CRH platform when we provide the anesthesia for colonoscopies in partnership with those GIs.

And so those PE firms sometimes are motivated to transact because they're trying to capture the entire platform. And so these are the signature of these types of transactions. And this one was a over 10x multiple.

It's not -- it doesn't have the revenue or EBITDA profile that would make us change our guidance or anything like that. But obviously, it added some nice cash and returned some cash to our treasury this past quarter. So we're pretty pleased about that.

The next question comes from Rob Goff of Ventum.

My question would be on the competitive dynamics of the clinic absorption. Are you finding that the sellers are changing expectations? Are you seeing new potential competitors when you are in negotiations?

And you mentioned that you've been much more able to recruit doctors. Do you find that opening up new clinics is more and more of an option for you given the greater availability of physicians?

Great questions, Rob. Thank you. I'm very pleased to report that the competitive dynamics haven't changed much, especially not in primary care. We definitely do have PE to contend with in sort of more of the specialized care side of things. But in primary care, not so much.

And so we aren't seeing a changing dynamic on the ground in terms of negotiations so much. Again, there is more competition at the diagnostic specialty care level. But again, not nearly as much as you would find south of the border.

And further to your question about physicians and our recruitment efforts, we don't love doing greenfields unless there's an opportunity to do so without having to put up the capital for a new facility. One of the great things about absorptions is we're typically acquiring or absorbing clinics that candidly could use more doctors, but we absorb all of that -- all of those leaseholds, right?

Clinics do cost money. And if we were to be starting those from scratch, that would require a significant amount of capital. And this is what's so compelling about our M&A program and absorption program that I think is overlooked sometimes is that, if you were to be doing this without the kind of dynamics that we have, you'd be spending a very significant amount of capital to set up these types of clinics and their respective leaseholds. And we're just not seeing that. So this is a very -- this has been a very capital-efficient build.

We did, of course, have a little bit more CapEx this quarter. But again, a lot of that went to support our higher-end executive health and preventative health clinics, which do require a more significant experience.

But we feel really encouraged by the fact that we are able to recruit more doctors. And that incremental doctor -- when we drop an incremental doctor to -- in an existing clinic that we've acquired, this is in addition to our clinic transformation efforts, this is what drives operating margins up really significantly. That incremental doctor makes a big difference. And this is what's so encouraging about what we're reporting to you today.

The next question comes from Erin Kyle at CIBC.

I just wanted to follow up with a question on the virtual care assets and the strategic process there. So I think last quarter, you noted there was an uptick in interest for those assets. So my question just is around valuation expectations and whether those are more aligned than maybe what you've seen in the past?

Thanks, Erin. I appreciate the question. Look, the valuation expectations we have are very much I would say in line with what we're seeing in the market. Of course, digital health was seeing very different valuation profiles for these types of care-enabled strategy -- tech-enabled care delivery strategies or virtual health strategies in the U.S. And that obviously came off quite significantly over the last few years.

And so you are starting to see some transactions occur, but at not those sort of pandemic type rates. But I would say that they are quite reasonable. They're essentially -- we're likely seeing double-digit EBITDA or what tends to be kind of that Teladoc multiple of roughly 1x sales for virtual care. Teladoc obviously is not seeing very good growth. And so they're not even trading at a onetime sales mark.

So that's kind of where the market is today. But, yes, we're pleased with the looks that we're getting and the conversations we're having so far.

Okay. That's helpful color. And if I could just ask one more on the WELLSTAR business. Maybe just speak to the demand for Nexus AI and maybe more broadly where you would expect the organic growth profile for WELLSTAR to land for 2025?

So the demand for our Nexus AI has been strong. I mean we've continued to see good, strong double-digit growth. As you may remember, Nexus is a member -- was selected as part of the Infoway program that is awarding, I guess, cost-free enablement for physicians for a period of time.

Mutuo, by the way, is another partner with the Infoway program. So this has paved the way for some additional growth.

And look, there's a lot of scribes out there. And so that's what's so unique about Nexus. Nexus isn't just an AI scribe. It is an agentic platform that invokes a multitude of different actions. AI Scribe is sort of one component of that.

And so we feel like we're ahead of the pack here. While there's a lot of AI scribes, very few of them enjoy the kind of connectivity with integrated EMR connections that we have. And so we feel that we're in a really good position to continue our journey of double-digit growth here overall.

The key, I think, is going to be to innovate. And I think the one thing that's really exciting about our WELLSTAR platform is that this is a team that can innovate, they can build software. It's not a team that is just growing by acquisition. They're developing a really solid platform here.

The next question comes from Michael Freeman at Raymond James.

Just putting some breadcrumbs together, looking at the under LOI pipeline in Canadian -- for Canadian Clinics that jumps in a big way between quarters. So you obviously signed a few large LOIs.

Looking at the amount of revenue that, that would bring in and estimating some multiples, like the capital you need to deploy toward that, if I were to match it up with one of your U.S. assets or a collection of them, it seems like you would need to sell CRH in order to go and acquire those clinics. You tell me if I'm wrong there?

But can -- given this process started later, I was sort of assuming that the CRH process would close later. But given this divestment this quarter and these new LOIs, what can you tell us about the advancement of the CRH process?

Yes. Look, the CRH process is going really well. And I think we've advanced it quite quickly. So look, you're -- it's an insightful view that you've provided here.

It's -- look, we have to be very clear and very focused on being able to backfill that revenue and EBITDA that CRH would vacate once we have a successful transaction. And so we're working really hard to make that happen.

And so yes, we are very much looking to make sure that we don't just have a successful sale event and then we sort of sit there with a big hole in our revenue and EBITDA.

So I think shareholders and analysts can feel confident that we are thinking about how to backfill and create new momentum in Canada, as we've mentioned several times before over the last few quarters.

And so, yes, like we're being very intentional about bringing those together. And so as things move into LOI, that obviously creates a lot more urgency for us to execute on U.S. divestitures.

So you're not far off in your thinking. And of course, we're not there yet. Otherwise, we would have announced it, but we're very much focused on a great outcome, not only in terms of divestitures, but also being able to turn around and allocate that capital in a really compelling way that demonstrates the kind of on strategy and focus that I think shareholders can expect to see from us.

All right. I wonder, you mentioned that there was some good success with OceanMD this quarter with the provincial contract. I wonder if there's any more color you can provide on what province, magnitude of contract and anything else?

Thanks, Michael. Unfortunately, I can't talk about the particular contract that we are working on with a particular customer to make sure that we disclose at a time that they're comfortable with. But we're quite pleased that we were able to bring into revenue a pretty significant amount of ARR. Sort of several million dollars worth of ARR has been activated already.

And so, this was more than we had expected when we had pulled together our forecast for this year. And of course, these are not customers and opportunities that happen without a lot of foresight and preparation. They are -- they tend to be multiyear sales cycles.

And so it's really great to see that WELLSTAR is indexing ahead of its expectations for sure.

And very last for Eva. I noticed a $10.5 million impairment charge. I wonder if you could describe what that's associated with?

Yes. So that's related to our HEALWEll divestment of its clinical operations. So HEALWELL recognized an impairment on these assets, and which is included in the WELL's consolidated results. And I can give you more details when we meet later too.

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

I'd like to thank everyone for attending today, and we look forward to an exciting next several weeks and hopefully delivering the type of results that we are all expecting for Q4 and beyond. And look forward to speak to you next in, I'm guessing, March of 2026. Thank you very much.

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

Welcome to the WELL Health Technologies Corp. Second Quarter 2025 Financial Results Conference Call. My name is Joanna, and I will be your operator for today's call. [Operator Instructions] Please note that this conference is being recorded.

I'll now turn the call over to Tyler Baba, Investor Relations Manager. Mr. Baba, you may begin.

Thank you, operator, and welcome, everyone, to WELL Health's Fiscal Second Quarter Financial Results Conference Call for the first 3 months -- for the 3 months ended June 30, 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 terms such as adjusted gross profit, adjusted gross margin, adjusted EBITDA, adjusted EBITDA margin, 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 definition set out in our -- in today's press release and in our management 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 Q2 2025 financial results.

We are extremely proud to deliver what we feel may be our best financials ever to our shareholders. There is much to talk about on today's call as it relates to numbers and performance, especially given the fact that quarterly revenues reached an annualized figure of approximately $1.4 billion. But before we do that, we wanted to profile the evolution of the company for shareholders.

As we discussed last quarter, we're working on strategic alternatives and divestiture processes for all 3 of our U.S. care delivery divisions, and we'd be pleased to provide more updates later in the call on this.

This WELL family tree slide provides a view of our corporate family once those processes have been completed. WELL Health Technologies provides exposure to 4 pure-play digital health markets and segments.

Our largest division by revenues is our Canadian Clinics network, which is focused purely on tech-enabled health care delivery. This includes our primary specialized and diagnostic imaging businesses, which are the largest and most scaled in the country.

Then you have WELLSTAR, which is our pure-play SaaS and services company focused on technologies that support the care provider. And then we have HEALWELL AI, which yesterday reported record financial results and advised the market of the Board's decision to immediately become a pure-play AI data science and health care software company by divesting all non-SaaS and digital businesses.

Finally, we have CYBERWELL, our pure-play data protection and cybersecurity business, which works extremely hard and confidently to protect a significant portion of health care data in Canada and beyond and which is in an exciting ramp-up stage in its revenue and development, and we believe will be an excellent spinout candidate in a few years.

Shareholders of the parent company, WELL Health, will benefit from the consolidated financial statements and enterprise value of all these pure-play areas. We also note to investors that any capital raised by WELLSTAR or 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 key segments.

Moving on. In Q2 2025, WELL delivered another record performance, and it's safe to say that we really shattered records and delivered our best performances ever really across the board this quarter. This slide shows some of our key quarterly financial highlights. WELL achieved quarterly revenues of $356.7 million in Q2, an increase of 57% year-over-year, driven by total enterprise-wide organic growth of 19% and acquisitions.

WELL achieved adjusted EBITDA of $49.7 million in Q2 2025, an increase of 231% year-over-year. And excluding the impact of Circle Medical deferred revenues, Q2 would have been a little bit less at $347 million, representing 53% growth, while adjusted EBITDA would have been $40 million, representing 166% increase compared to the previous year.

Importantly, WELL's consolidated gross margin was 44.5% in the quarter. Even without the Circle Medical deferred revenue impact, gross margins would have been 43%, which are higher than last year and last quarter.

Free cash flow attributable to shareholders was approximately $11.7 million in Q2 2025, an increase of 35% -- 34% as compared to $8.7 million last year. Please note that our free cash flow available to shareholders metric was impacted by elevated cash taxes and capital expenditures, which were focused on investments in upgrading our clinical portfolio. Had we had not had these elevated expenditures, we would have had record cash flow as well.

Moving on. Before we get into the operational highlights, I want to just share with you an illustrative case in which we look at the performance of just WELL Canada and CRH. In this case, we excluded HEALWELL as Q2 is the first time we're including HEALWELL in our consolidated financials, and HEALWELL does not factor into our historic results. We also excluded Circle Medical and its deferred revenue as well as Wisp from this analysis as both of these assets have been in process of divestment the longest.

The objective of this illustrative view is to demonstrate a clear year-over-year comparison and margin profile and helps illustrate the strong underlying performance of the rest of the business. So as you can see, quarterly revenue in Q2 in this illustrative case for WELL Canada and CRH was $254 million, an increase of 36% year-over-year as compared to Q2 2024 and organic growth of 20%. Gross profit in Q2 was $98.1 million, an increase of 37% year-over-year as compared to Q2 2024. WELL achieved 49% gross margin percentage in Canada and 28% gross margin percentage in CRH.

Quarterly adjusted EBITDA in Q2 for WELL Canada and CRH was $38.4 million, a 40% increase as compared to Q2 2024. Adjusted EBITDA margin percentage was very healthy at 15.1%. This strong EBITDA margin is reflective of a healthy and profitable core business.

Looking at just WELL Canada, we achieved revenue of $131.4 million, representing total growth of 40% and 25% organic growth. Meanwhile, WELL Canada achieved adjusted EBITDA of $23 million, an outstanding 76% year-over-year improvement.

As you can see, the core business remains not only in excellent health, but also growing with exceptional growth rates. These results, in particular, highlight the strength of our Canadian business, which is a core focus of the company moving forward.

And now I'll share with you some of our operational highlights for Q2 2025. At the end of Q2, WELL had 4,300 providers and clinicians delivering care across our network of physical and virtual clinics. Of that number, we now have just over 1,000 physicians in Canada, which is just over 1% of all physicians practicing in the country. We have tremendous runway to continue to expand our footprint across Canada.

In addition, over 42,000 health care providers across the country, the majority of which are physicians, benefit from our SaaS and technology services provided by WELLSTAR. We estimate that more than 40% of all physicians in Canada engage with the WELLSTAR technology platform in some capacity. As we continue to expand our digital capabilities and deliver best-in-class AI-powered solutions, it's clear that WELL is playing an increasingly vital role in Canada's healthcare ecosystem. We remain committed to driving innovation and making a meaningful positive impact on the future of care in this country.

Looking at our patient visits, which are a strong indicator of the health of our business and of revenue growth, we delivered 1.6 million patient visits in Q2, a 21% year-over-year increase from the prior year, with strong organic growth of 14%. These results demonstrate our strong fundamentals and unique platform, which is winning in the marketplace.

Canadian patient visits reached a major milestone surpassing 1 million patient visits in a single quarter for the first time. Total patient visits increased 38% year-over-year, including organic growth of 12%, accounting for both clinic absorptions and same clinic expansion.

Total care interactions, which is defined as total patient visits plus technology interactions plus biller provider hours, were over 2.5 million in Q2, which represented a 34% increase compared to last year and represented 27% organic growth.

Now that we've covered off the key results, I'd like to go over a few key presentation themes that we'll be covering in the rest of the presentation. These won't surprise you. One, Canadian Clinics update; two, WELLSTAR; three, HEALWELL AI; and fourth, we'll provide an update on our strategic alternative processes for our U.S. assets.

The first thing I'd like to 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. Over the past 4 years, our Canadian Clinics business has exceeded 50% CAGR. During the 6 months ended June 30, 2025, Canadian Clinics achieved revenue of $214 million and adjusted EBITDA attributable to our Canadian Clinics business has grown at a CAGR of over 44%. During the 6 months ended June 30, Canadian Clinics achieved adjusted EBITDA of $32 million.

Our Canadian Clinics network has grown to 222 clinics at the end of Q2 compared to 128 starting Q1 2022. We expect this strong performance will continue in 2025 and beyond, driven by healthy organic growth and our very significant M&A pipeline.

As I mentioned on our call -- on our last call, we have a really special capital allocation program at WELL that we've worked very hard to improve over the years. Here, we've included and updated the same slide we showed at our last conference call that speaks to all of our clinical acquisitions since inception.

Note that on this slide you can see our clinical acquisitions grouped into cohorts by year of acquisition. For each cohort, we provided the EBITDA multiple associated with our original acquisition of these clinics shown in the dark blue color. And then we also show [Audio Gap] the resulting or improved implied EBITDA multiple that we've achieved for each of these cohorts since then due to the improvements we've made over time. This is shown in the light blue color.

On the right-hand side of the slide, we provided total figures -- total comprehensive figures, not cherry-picking, not excluding anything. As you can see, we've allocated $280.7 million overall in 31 separate transactions, and we have acquired $273 million in revenues.

Our total deal multiple for all acquisitions was 9.4x EBITDA at the time of acquisition. Since then, we've grown the EBITDA of our acquired assets by 101%, re-rating the implied multiple to 4.7x, which was pushed up by our largest Canadian acquisition to date, which was MyHealth.

Interestingly, if one takes out MyHealth, which was our single largest and most expensive acquisition in Canada, the remaining portfolio would be almost entirely primary care oriented. In this population, the average original multiple that we transacted against was 5.8x EBITDA. But given that we've substantially improved the EBITDA for these businesses, the implied multiple after improvements currently is just at 3x EBITDA.

I'll point out a couple of other observations here. WELL achieved 101% adjusted EBITDA growth across all cohorts, demonstrating our ability to improve the efficiency and operating margins after we acquire a clinic.

Note that in 2021, we had our highest original deal multiple of 10.5, which again was our acquisition of the MyHealth platform. Since then, we've significantly improved the EBITDA of MyHealth and the implied multiple of that cohort is now closer to 5.1x.

We hope you agree that this is a very clear demonstration of the power of our platform. True value creation is one -- when one can repeatedly deliver above-average returns over time consistently. We've been able to demonstrate steady performance over a significant period of time where we have methodically delivered great returns. And this is due to the great work of our clinic transformation teams and the people on the ground and our [ technologists ] who provide incredible tools.

We continue to find ways to convey -- we will continue to find ways to convey the results of our capital allocation program to shareholders and demonstrate strong accountability and discipline in carrying out this program.

Moving on. Our Canadian Clinics business continued its strong growth trajectory in Q2 2025. Patient visits in Canadian Clinics totaled 1.1 million in the second fiscal quarter. our first quarter with 1 million patient visits and up 38% from 766,000 in Q2 2024, demonstrating a significant increase in patient volume and engagement.

The number of billable providers within this network reached 1,935 in Q2, up 13% from 1,706 in Q2 2024, highlighting the growing magnitude of our scale.

In Q2 '25, our patients per billable provider was 548 compared to 449 in the prior year, representing an increase of 22%. With patient visits growing faster than the number of billable providers in WELL's Canadian Clinic network, we are demonstrating increasing efficiency in our clinics, resulting in an increase in the number of patients per billable provider. While there are many factors that contribute to this improvement, we believe improved tooling and technology provided by WELLSTAR and sourced from HEALWELL AI to be one of those key reasons.

Our platform allows providers to spend more time seeing patients and not to have to worry about the overhead tasks or managing a clinic or spending hours on charting patient records. This shows that our business model is working, and we are successful in helping the most important constituent in our business, the health care provider.

Now looking at our Canadian business, including Canadian Clinics, WELLSTAR and CYBERWELL, our WELL Canada business is experiencing accelerating growth as you can see from both of these graphs. In Q2 '25, Canadian clinics generated $131 million compared to $93.6 million in the prior year, an increase of 40% as compared to the prior year's growth of 39%, thus the acceleration. Similarly, adjusted EBITDA for our Canadian Clinics business reached $23 million in Q2 '25, up from $13 million in Q2 '24, representing an increase of 76% as compared to the prior year growth of 19%.

That is a good segue to this new slide, which shows our very steady history of improving EBITDA growth -- adjusted EBITDA growth in Canada, which is comprised of Canadian Clinics, WELLSTAR and CYBERWELL. Note that just last quarter, we indicated that it was our goal to reach $100 million in adjusted EBITDA on a run rate basis by the end of 2026, inclusive of organic and inorganic growth.

Note that we are now targeting to reach this milestone by mid-2026, which would be at least 2 quarters earlier. We believe it may be possible for us to pull this schedule even further as we continue to accelerate and improve our business. Stay tuned next quarter for an update on this.

Note that in 2025, we're expecting our adjusted EBITDA in Canada to experience over 25% growth, inclusive of both organic and inorganic growth. We see this target as entirely within reach and are fully committed to making it a reality.

Turning our attention to the Canadian clinic market. WELL is the largest network of outpatient clinics in the country. To put that in perspective, in Canada, there are roughly 290 million patient visits each year and WELL Canadian Clinics current run rate accounts for approximately 4.1 million of those visits.

WELL still represents only about 1.6% of the total Canadian patient visits nationwide. This small market share highlights the significant growth opportunity ahead of us. Even as the market leader, we have substantial runway to expand both our clinic count and our patient base. On the right-hand side here, you can see how our clinical footprint is larger than the next 5 Canadian clinic peers combined.

The takeaway here is clear. There is a large and fragmented market in front of us with thousands of clinics and hundreds of millions of patient visits, and we believe we are uniquely positioned to capture a more significant portion of market share over time.

In Q2 2025, we continue to execute on our strategic growth plan through the expansion of our clinic network. We acquired 3 clinics generating $8 million in annual revenue. Our owned and operated clinic network welcomed 45 new providers in the second quarter, further strengthening our capacity.

While Q2 activity was technically lower compared to Q1, several transactions we have been working on, closed just after the end of the quarter, at the beginning of Q3. As you can see here, thus far in Q3, we've already acquired 4 clinics adding more than $15 million in revenue and welcoming 70 new providers to our network.

With a diversified clinic strategy, a growing physician base and a scalable expansion model, we are well positioned to drive long-term growth and operational efficiency.

On this slide, we highlight our M&A pipeline. As you can see, we have a very healthy pipeline of clinic acquisition opportunities, which we believe is directly correlated with the challenges doctors are feeling in the marketplace and WELL's growing brand recognition.

We continue to focus on Canadian -- acquiring Canadian clinics under both our absorption model and our acquisition model. As a reminder, under the absorption model, we're 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 4 to 5x multiple.

Our current pipeline of Canadian clinic acquisition opportunities is very active. In Canadian Clinics, we currently have 7 signed LOIs, representing 25 clinics and approximately $48 million in annual revenue. This is an improvement from our prior call in May where we had 10 clinics with $44 million in annual revenue under LOI.

In total, across the organization, including Canadian Clinics, WELLSTAR, WELL USA and HEALWELL, we have a total of 15 signed LOIs, representing $134 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 the pre-LOI stage. We have more than 35 targets engaged, representing about $440 million in annual revenue and more than 110 clinics represented.

Now let's talk about the long-term vision for WELL's Canadian clinic market share. Looking forward, our target is ambitious, but highly achievable. We see a path to 1,400-plus clinics delivering $4.5 billion plus in revenue and $650 million in EBITDA. We estimate this represents more than 40 million patient visits each year, which is approximately capturing an 8% to 10% of the market share with growth implied within that.

We have a scalable acquisition engine already in place, supported by a robust clinic pipeline that can drive accelerated expansion in the near term. Our dedicated transformation team, combined with AI-driven acquisition and integration workflows enables us to significantly shorten timelines and enhance efficiency. This is backed by a proven track record of optimizing hundreds of clinics across Canada.

From a unit economics perspective, incremental clinics are highly accretive, delivering strong returns on incremental capital invested, which in turn raises our long-term ROIC. We monitor payback periods closely and focus on the speed at which each acquisition begins contributing EBITDA, and the results so far give us confidence in our ability to hit these targets.

The second theme I'd like to talk about is WELLSTAR. As a reminder, WELLSTAR is a WELL subsidiary, which we intend to spin out as a publicly listed high-growth, profitable pure-play SaaS or Software-as-a-Service healthcare technology company, which would still be majority owned by WELL.

WELLSTAR is a technology platform that powers WELL's own clinical ecosystem in addition to serving thousands of clinics and doctors outside of WELL's owned clinics who purchase WELLSTAR's solutions. In fact, 95% of WELLSTAR's revenue comes from external customers.

WELLSTAR is dedicated to empowering healthcare providers with innovative solutions that enhance patient care and optimize operational efficiency. WELLSTAR is laser-focused on addressing the diverse needs of healthcare providers by streamlining care delivery, integrating fragmented care systems, reducing provider burnout and improving patient experiences and outcomes.

As noted before, over 40% of all providers in the country use at least one product from WELLSTAR. We believe WELLSTAR will be a very strong IPO candidate on the TSX main board sometime as early as Q4 of this year, depending on market conditions. Our plan is to build additional scale before going forward with the go public initiative by completing additional acquisitions and enhancing our organic growth. This will position WELLSTAR towards achieving more than $100 million in annualized revenue on a run rate basis.

We can't predict how the capital markets environment will be in the future, but our plan is to be ready for any market opportunity that may appear in late 2025 or early 2026.

As well as a majority voting shareholder of WELLSTAR, we expect to continue consolidating WELLSTAR's financial results into WELL in accordance with IFRS accounting rules, even after WELLSTAR is its own public company with its own listing.

Now let's look at WELLSTAR's financial performance. We're pleased to report that WELLSTAR delivered another exceptional quarter, generating revenue of $16.8 million and adjusted EBITDA of $4.4 million. This reflects approximately 15% organic growth and adjusted EBITDA margins of 26% on a pre-shared services basis.

WELLSTAR is operating on a rule of 40 or better -- operating as a Rule of 40 or better business. WELLSTAR achieved annualized recurring revenue or ARR of $53 million in Q2, an increase of 51% compared to Q2 of last year.

WELLSTAR is already one of the most relevant and consequential companies in Canada's healthcare technology landscape and has firmly established itself as a de facto market leader in technology enabling clinicians across the country.

WELLSTAR operates in 3 distinct segments. First is EMR or electronic medical records, where we serve approximately 16,000 providers working in over 3,700 clinics. Secondly is our Digital Health App segment. This includes apps.health marketplace and OceanMD as well as our suite of AI solutions, including Nexus AI, altogether reaching approximately 25,000 providers. And finally, the billing and practice management division that serves almost 14,000 practitioners working in over 1,500 clinics.

I want to zoom in on OceanMD now. Just a reminder, OceanMD is the Canadian leader in patient engagement tools and e-referrals. OceanMD is trusted by over 49,000 providers and clinic staff at over 5,600 clinics and hospitals across Canada. Ocean's patient engagement tools are the most used across the country with over 3 million online appointment bookings annually and 36 million annualized automated reminders sent to patients.

Ocean's e-referral platform facilitates over 1.7 million annual e-referrals and growing rapidly. Ocean is active in 9 provinces across Canada and is winning larger contracts all the time. We look forward to telling you more about Ocean's recent wins in the coming weeks. They are very exciting.

The third theme I'd like to talk about is HEALWELL AI. We are very pleased with the progress at HEALWELL, a company that we had a central and foundational role in conceiving and developing after we acquired its MCI clinics in October 2023. We took on a major leadership role in capitalizing and relaunching the company and shaping its fundraising and M&A journey along with the management team.

We're also very pleased to report our first quarter with the inclusion of HEALWELL AI, a company that, again, we helped incubate 2 years ago, in which we took a majority voting control position just this past April.

As a reminder, HEALWELL AI is a global data science and AI leader, serving 70 of the largest health systems here in Canada and globally in 11 countries, including customers such as the NHS in the U.K., the governments of France, Spain, Saudi Arabia, Abu Dhabi and UAE, New Zealand, Australia and health systems in the United States as well.

HEALWELL's Q2 '25 financial results revealed a truly transformational quarter for the company where HEALWELL achieved quarterly revenue from continuing operations of $40.5 million, 645% higher than the $5.4 million generated in Q2 of '24. Revenue growth in the quarter was largely driven by the Orion acquisition, resulting in a record 1,064% year-over-year increase in the company's healthcare software business compared to Q2 of '24. The company also had excellent growth in its all-important AI division.

During Q2 '25, HEALWELL reported positive adjusted EBITDA of $1.9 million compared to an adjusted EBITDA loss of $3.7 million in the prior year. This marks the company's first quarter of positive adjusted EBITDA, reflecting strong operating fundamentals and accelerating business momentum.

Yesterday, HEALWELL announced that it is seeking strategic alternatives for the company's clinical research and patient services business units and has signed a number of nonbinding LOIs to investigate this effort with the goal to become a pure-play digital SaaS and services company, with a focus on enterprise-grade data science and AI offerings.

This is a major strategic initiative by HEALWELL. By divesting of its clinical research and patient services businesses, HEALWELL envisions becoming a pure-play enterprise-grade provider of high-margin AI data science and SaaS software services to some of the largest health systems globally. And we are very excited about their ability to connect, surface and analyze complex healthcare [ arena ].

The fourth theme I'd like to talk about is our current strategic review of our U.S. assets. We are limited in what we can obviously say about these strategic review processes with our U.S. assets until they come to terms with binding commitments, but I will try to give you some high-level color as we are making progress.

We remain committed to our strategy of divesting the company's U.S. care delivery assets, including Wisp, Circle Medical and CRH. We believe these divestments could result in significant cash benefit for WELL. Our strategy would be to redeploy this capital into our Canadian clinic footprint, where we have significant leadership advantage and exceptional growth potential.

Recently, over the last few months, when we started to see the capital markets improve and get back to record levels, we have also witnessed increasing levels of interest and activity in these assets, frankly, at levels that we've never experienced before since we started the initial processes over 1 year ago.

Currently, we have multiple advanced conversations occurring across these assets, and our objective is to announce at least one divestment by the end of the year.

We'd also like to take note that although we are exiting our patient care and digital delivery businesses in the United States, including Wisp, Circle and CRH, our technology-focused subsidiaries such as HEALWELL, WELLSTAR and CYBERWELL will continue to serve customers in the U.S. and around the globe with their SaaS and services offerings. In fact, we believe the U.S. to be an excellent growth market for SaaS and services, and we are less interested in the U.S. for care delivery businesses, and that is why we are executing on these divestiture processes.

And now a quick word on Wisp. Wisp continues to demonstrate strong business fundamentals with consistent revenue growth and operating margin expansion. Wisp had a very strong Q2 with quarterly revenue of $28 million, an increase of 15% from Q2 of last year, and it achieved positive adjusted EBITDA of $866,000 in the quarter.

This performance reinforces the Board's conviction in Wisp's long-term value potential as we navigate our sales processes. We're expecting Wisp to have solid performance in the back half of 2025 and remind investors that Wisp has typically performed better in the second half of the year than the first due to some seasonality in the business.

And a few words about Circle Medical. Last year, we were just getting started on executing on our strategic alternatives process for Circle, and then we had to slow down this process due to the regulatory inquiry, year-end audit and reclassification of deferred revenue, which we are now in the process of recognizing.

Since we've already discussed the impact of Circle Medical and its deferred revenues extensively in this report and our financial statements, we won't get into the numbers here. We continue to be focused on improving our compliance program and clearing our regulatory review process and look forward to continuing to report on this matter in the next earnings event.

And finally, CRH and provider staffing. In addition, we have now initiated a strategic review process for our CRH and provider staffing businesses, as we indicated last call. We're still early in the process, and we'll provide updates as we are able to. The combined CRH Anesthesia and Staffing business has been performing very well, having generated revenue of $122.8 million in the quarter compared to $93.3 million in Q2 of last year, an improvement of 32% year-over-year.

Adjusted EBITDA for the combined Anesthesia and Staffing was $24 million in Q2 compared to $19.6 million in Q2 of last year, an improvement of 22%. These results are indicative of the growth and strong profitability of these 2 assets.

I will now turn the call over to our CFO, Eva Fong, who will review the financials for Q2 2025. Eva?

Thank you, Hamed. WELL achieved record quarterly revenue of $356.7 million in Q2 2025, marking a 57% increase compared to $227.3 million generated in Q2 2024. This growth was driven by strong organic expansion and recent acquisitions with HEALWELL contributing $40.5 million to the quarter's results.

Adjusted EBITDA in Q2 2025 was $49.7 million, a 231% increase compared to $15 million in Q2 of last year. The strong growth in adjusted EBITDA demonstrates the underlying strength of our operations and solid financial position with the fundamentals of our business continuing to improve as we move forward.

This was the first quarter that we consolidated HEALWELL into our financials. As you can see in the slide, HEALWELL had a positive impact of $40.5 million to revenue and added $2.2 million to adjusted EBITDA in the second quarter.

Excluding the impact of Circle Medical's deferred revenue, Q2 2025 revenue would have been $347 million, while adjusted EBITDA would have been $40 million in Q2. Notwithstanding Circle Medical's own results, which has seen a year-over-year decrease due to the focus on compliance, we expect Circle Medical's deferred revenue will continue to make a positive contribution to adjusted EBITDA in Q3 and Q4, with the impact significantly declining in the second half of next year.

Now on to our quarterly adjusted net income. Overall, our Q2 2025 results reflect a solid first half of the year. WELL reported record adjusted net income of $25.8 million or $0.10 per share in Q2 2025 compared to adjusted net income of $4.1 million or $0.02 per share last year.

During the quarter, HEALWELL contributed $4.8 million to adjusted net income, while the net impact of Circle Medical deferrals contributed $2.8 million. Excluding the impacts from Circle Medical revenue deferrals and the inclusion of HEALWELL, the company improved its adjusted net income by $14 million compared to Q2 of last year, representing a significant improvement in profitability over the past year.

We achieved record free cash flow in Q2 2025. Adjusted free cash flow attributable to shareholders was $11.7 million in Q2 2025, an increase of 34% from $8.7 million in Q2 of last year. This increase was largely attributed to increase in shareholder EBITDA, which was offset by taxes, interest and capital expenditures.

In Q2 2025, we had high quarterly cash taxes for the company. Capital expenditures were also greater than normal due to investments in new equipment and clinical facilities to drive new revenue, especially related to our executive health clinics. Note also that Circle and Wisp combined had a negative incremental impact of $2.1 million to free cash flow.

Turning to our balance sheet as of June 30, 2025. WELL ended Q2 2025 with a solid balance sheet, holding cash and cash equivalents of $98.9 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 253.2 million as of June 30, 2025.

Orion Health, a wholly owned subsidiary of HEALWELL, entered into a new credit facility with the Bank of Nova Scotia in Q1 2025 with an outstanding debt balance of $44.3 million as of June 30, 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. We've also resumed our normal-course issuer bid or NCIB in the second quarter. Year-to-date, as of August 13, 2025, the company has bought back approximately 175,000 shares in 2025, and we are expecting to continue with our share buyback program in the second half of the year as permitted.

I'm pleased to report that we have the cash and available resources to continue to fund our M&A program. This is true for Canadian Clinics and WELLSTAR where the majority of our M&A pipeline is focused on.

That concludes my financial update, and I will now turn the call back over to Hamed.

Thank you, Eva. I'm very excited and confident about our outlook for the balance of the year and into 2026. For the balance of the year, we believe shareholders can expect to see us continue to achieve new levels in revenue, adjusted EBITDA and adjusted net income as well as cash flow until divestments take place, at which time we will reissue updated outlook and guidance figures.

As for the current guidance, we are reaffirming and slightly updating and upgrading. I will explain. We're pleased to reaffirm our 2025 annual guidance for revenue to between $1.4 billion to $1.45 billion, representing 52% to 58% annual growth as compared to 2024. Excluding the impact of the Circle Medical deferrals, the company's annual revenue guidance would be $1.35 billion to $1.4 billion. This annual revenue guidance only includes announced acquisitions. However, WELL expects to be in the upper half of this guidance range with the inclusion of planned acquisitions in the second year -- half of the year.

Furthermore, we're pleased to increase our guidance for annual adjusted EBITDA to be in the upper half of the previously provided guidance of $190 million to $210 million, so an improvement of approximately $10 million.

Excluding the impact of Circle Medical deferrals, we are similarly improving our guidance for annual adjusted EBITDA to be in the upper half of our previously provided guidance of $140 million to $160 million, again, roughly a $10 million improvement. This improvement of the company's annual adjusted EBITDA guidance only includes announced acquisitions.

While the improvement in revenue guidance is with additional M&A, our improvement in adjusted EBITDA guidance does not require any additional acquisitions, which, of course, is highly likely to occur. So this shows the improving profitability profile and margins for the company.

Second quarter was a milestone quarter as we included HEALWELL's financial results for the first time, and it was an exceptional quarter for HEALWELL where it surpassed the $40 million revenue milestone and achieved positive adjusted EBITDA. Our Canadian Clinic business, including Canadian Clinics and WELLSTAR and CYBERWELL, is outperforming, and we have many tailwinds in the health care market, including the Buy Canadian sentiment from federal and provincial governments that we expect will activate over time. We're expecting WELL Canada's adjusted EBITDA to grow by at least 25% this year, inclusive of acquisitions.

Our longer term view of the Canadian market remains bullish. As we indicated last quarter, we're still targeting inclusive of Canadian Clinics and WELLSTAR to be over $800 million in revenue within 2 years, and we are ahead of plan with the company's expectation to be over $100 million in adjusted EBITDA by mid-2026 instead of the end of 2026, which is what we said last quarter on our call.

We are the market leader in Canada with the largest owned and operated clinic network, and we expect we will experience substantial growth and profitability improvement 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 as a publicly traded company.

As noted earlier, we remain committed to the sale processes of our U.S. digital assets as well as CRH, and our objective is to deliver at least one transaction that unlocks value by the end of the year in this portfolio.

In summary, we are 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 its 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. And in line with that, I would like to thank WELL's senior management team as well as the senior teams at WELL Clinics, WELLSTAR, HEALWELL and CYBERWELL and all our employees and contractors and of course, our Board of Directors, for their tremendous effort and support. In particular, I would also like to thank our team of healthcare practitioners and our other frontline workers who provide unbelievable patient care. They are the true heroes of the healthcare ecosystem, and we are grateful to have an opportunity to serve them.

I would like to thank you all for joining us today on this call 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 resources and means and support to pursue our goals and not only deliver shareholder value, but provide positive societal impact.

And with that, we would be open to questions. Operator, would you please open the line?

[Operator Instructions] The first question comes from Rob Goff at Ventum Capital Markets.

Congratulations on the results with the quarter.

Thank you, Rob. Appreciate that very much.

Perhaps if I could dive into WELLSTAR. Could you talk a little bit more towards the leverage of WELLSTAR to outstanding RFPs, acquisitions and growth as an international player versus domestic player?

Sure. Yes. And look, I made a little bit of a comment in the script where I sort of tease a little bit that we have some good news coming. We, in fact, have been participating in significant RFPs across the country. We have reason to believe that we have very good results that we'll be able to share with the market shortly.

As you know, e-referrals is one of the most important priorities for public health across Canada, both at the provincial and the federal level. Of course, Canada tends to execute on these types of initiatives at the provincial level. And Ocean has been very successful historically, and we are very bullish on its ability to continue to win business.

And I think it's going to be a source of organic growth for us that we're going to be able to really count on and build on. So stay tuned there.

Look, WELLSTAR is a Canada-focused player today, but very much is looking at picking its spots to expand. This is why it was so important to highlight that we are only exiting the U.S. as it relates to patient services businesses and not SaaS and services. We're very much interested in growing SaaS and services in the United States. And WELLSTAR is actually very deep in looking at targets that span across the border, so -- and across globally as well, primarily within the Commonwealth, which, of course, has similar health care ecosystem to us. So hopefully, that's some perspective for you.

That is very good.

And the next question comes from Gabriel Leung at Beacon Securities.

Congrats on all the progress. I had 2 questions on the -- focused on WELL Canada. First, Hamed, on the clinical side, given the size of the opportunity that you outlined during your presentation, have you seen any changes to the competitive environment around M&A, whether in primary care or diagnostic? Or do you think that your existing scale and I guess your tech stack via WELLSTAR is too much of a barrier for other potential entrants?

It's an excellent question. I think we have started to see a little bit of competition for, I'll say, the bigger assets, of which there are not that many, frankly. And we saw that, particularly in the process related to the ELNA assets. That was obviously a very well kind of publicized situation where you had a significant player go through an insolvency process. So it was widely marketed, and there were some folks that kind of bid on that, and I think it just attracted so much attention because it was on TV and whatnot.

We don't see the same level of kind of engagement with the smaller assets. And in our view, small is beautiful, small is where you get the better multiples. We don't seem to have much competition in those smaller assets. And look, the country is generally -- the opportunity is generally characterized by smaller assets because of the deep fragmentation and extreme fragmentation of the country.

So I think it's an excellent question because it is what makes us very confident in our ability to continue to pattern these high-quality acquisitions over time.

Second set of questions on WELLSTAR. I know it's still early in the Orion integration, but do you see any opportunities to cross-sell some of your products, and I'm thinking Ocean specifically into the Orion Health client base?

And then the second part of my question is, you kind of touched on this earlier, but do you see adding, I guess, a fourth product category to WELLSTAR, perhaps some tools that you could sell into larger Canadian hospitals versus primary care clinics and maybe into some of Orion's larger health care system customers? Do you see that as an opportunity? And are there any specific modules that you'd be interested in?

Yes, it's a great question. We do believe that there are opportunities for Orion to resell certain WELLSTAR products globally. We have not focused on that too much yet just because there's been so much focus on integration and kind of like the cost side of things and just making sure that we do a really competent job in our first sort of 100 days to secure all aspects of the business. But this is something that we'll be investigating together.

And look, your point is well taken that distribution potential exists the other way as well. And whether or not we actually resell Orion services, I think that we definitely want to be supportive of their growth. And we really do not overlap much with them. There's very little overlap, and we work at very different parts of the ecosystem, which I think is excellent for a number of reasons. And that allows us to collaborate really well. And so I think with time, that will occur.

As you can imagine, both companies right now have a very heavy kind of focus on their existing businesses. And so this is one of the sort of secondary items, especially when you have kind of a pending goal for us to get to scale for an IPO.

So WELLSTAR is very much focused on its own organic and inorganic growth and definitely we'll be looking for opportunities to grow with Orion.

Appreciate all the feedback and congrats on the progress.

The next question comes from Daniel Rosenberg at Paradigm Capital.

First, I wanted to dive a bit deeper in the MyHealth business. It seems like the Canadian business overall is seeing strong growth, but it looks like profitability was particularly strong for MyHealth this quarter. I was wondering if there's anything to call out there this quarter? And how should we be thinking about the margin profile of that business going forward?

Yes. Thanks, Daniel. We did have -- I mean, look, MyHealth has just been a really fantastic story for the company over the last several years. I would say management and the team there are really to be commended for just the excellent execution across cost management, developing their physician and patient base, continuing to really create a very healthy business there.

Of course, as you may remember, last year was sort of, we executed on our first tuck-in under the MyHealth banner. It had been a while since we actually done a tuck-in under that banner. That tuck-in has gone extremely well. So some of the improved profitability is coming at the hands of that tuck-in.

We also did have a kind of like a one-time reimbursement improvement this quarter that -- and look, I think the provincial health authorities are still trying to find ways to counter the effects of inflation over the past few years and ensure that physicians are being treated fairly. And so those things are happening. This quarter had a benefit there.

But note that if you even take that out, MyHealth's performance year-over-year was still fantastic. And I think what you're going to see with MyHealth moving forward is continued really strong performance, but more tuck-ins. So some of the pipeline that we talked about earlier in terms of our M&A opportunities, is actually now MyHealth. It's not all just primary care stuff. It's not all absorptions. A lot of this is sort of higher quality, better margin diagnostic MyHealth type deals.

We are, again, very encouraged of the results of our tuck-in last year. And remember, MyHealth before we bought it had done over 20 of their own acquisitions, and they had an excellent history of tucking in assets, getting new growth and demonstrating superior margins. And they really have demonstrated that again this past year. So we want to reward them with more capital allocation.

Good to hear. Thanks for that color. Continuing on the theme of M&A activity, it sounds like the pipeline is robust. It sounds like you're working through a number of integrations, especially now with Orion under the umbrella.

I was just curious to hear how you're prioritizing resources outside of capital, but more time and people across business lines? How do you think about that? And then maybe if you could just comment on the cadence of integrations as you've been executing them for a number of years now?

Daniel, on that last part, I had a bit of a blip on my phone here.

I was just curious if you could comment about the cadence of your integrations now that you've done so many over the past several years?

Got it. Yes. So as far as how we're prioritizing resources, look, I think that we are -- I'll sort of say 2 things. One is we are very focused on automation and AI internally. And so, I made a comment around this in the script, but just the use of AI in our M&A platform, just our own M&A machine and the way that we prosecute M&A transactions and our whole process has gone from a bunch of really well-intentioned and kind of experienced people with spreadsheets and normal tools to today it's looking a lot more like a machine. Like it is tools and workflow and just the maturing of this process.

Now the leveraging of AI tools has allowed us to drive productivity up very substantially. Similarly, we are investing heavily in the back office automation. We're doing this at all levels. We understand that, that's going to be the key to operating leverage in the future.

So we're not just for getting the juice on new M&A and that's it. We want to create fundamentally a type of platform and structure that ensures very long-term success. We are playing the long game here. And so, I'm really proud of that effort.

I think that it's going to take some time to really show the results of that. We're starting to see some of the results, but some of these fundamental refactoring initiatives of our shared services are occurring, and occurring at all levels. I think finance is a big example of that. IT is a big example of that.

Look, the power of AI to help us improve our resources and our integration activities is just frankly limitless. And it's -- we're moving slower than I would like us to move, but we are very intentional and focused after -- going after this. And so that, to me, is #1 in terms of priority.

And in terms of cadence of integration activity, look, I think we are very structured and very intentional around our integration activities. We know -- we don't buy something before knowing what we're going to do like clockwork. And so that's something that I think that is very much programmatized in terms of the WELL M&A activity.

And I will say another note about prioritizing resources and just like zooming out how do we think about Canadian clinics. Look, I think that people are going to -- I hope people on this call appreciated the solid gross margins we're seeing, the great organic growth that we're seeing. This is a high-quality business and becoming more high quality. Two of our last acquisitions were high-quality clinics better margins. We are investing in executive health, concierge health, we're investing in longevity health.

There is a group of patients and consumers in the country that are very interested in preventative health and they're looking for the best preventative care that the country has to offer. I would submit to you that our Vancouver Clinic at False Creek and our longevity program there is the most sophisticated longevity program in the country and what it's doing with AI and how it's taking imaging, clinical data points, biomarkers, all that and creating a very useful blueprint for how to improve health. So that's all to say that we are very much a comprehensive platform when thinking about care across the country.

The next question comes from Gianluca Tucci at Haywood Securities.

Congrats on the quarter.

Thanks, Gianluca. Appreciate that.

Hamed, I'm just wondering if you could share some perspective on how you're thinking about ROIC targets evolving in the medium term in the Canadian business as you continue to employ the M&A playbook here in Canada.

Yes, it's a great question. Look, we are very disciplined. We basically will not do a deal if we do not think that we can get to a 20% IRR over time. And if you actually look at what I noted earlier in terms of our capital allocation program and the sort of slide that included all the clinics, you'll see that we have been very much able to generally hit those numbers.

And look, even in our digital acquisitions, we're seeing -- over time, the results that we're seeing are demonstrative of us more often than not meeting that 20% IRR threshold. And so that is a big driver of our decision-making.

And look, a lot of the tools and technologies that we're thinking about now are related with getting more synergies from these acquisitions over time. So it's something that we work on every single day. It's kind of like a batting average that we're relentlessly and obsessively focused on.

That's great color, Han. And as a follow-up, pretty solid provider patient growth of about 22% on average, you mentioned. That's solid growth. I'm just wondering, like is there like any specific technology that you can call out? Like is it like Nexus AI? Or is it a combination of things that's helping drive that accelerated efficiency at the provider level?

Yes, it's a great question. And candidly, we're still digging into those productivity improvements to better understand them. But we think it's the entire platform. We do believe Ambient Scribe is changing the game. It is we think by far the most important piece of technology that's come out in digital health anywhere in the world. I mean we're seeing this kind of take up everywhere.

You can't sort of understate the value of giving hours back to a physician every single day. And that is what this technology has done. Of course, with Nexus, to your point, we're doing more than just Ambient Scribe with this Agentic platform that orchestrates activity. And so -- and we're in the early innings of that, but we are building with that Agentic platform and Nexus AI something that I believe is sort of Ambient Scribe 3.0. We have [ pole vaulted ] the competition there.

And I think over time, you'll see that the platform that's being developed, we are not just acquiring stuff. We are really building and innovating at WELLSTAR. And that is to be true -- that's true in the past, too, with the apps.health marketplace, with our work at Ocean. We've really invented, focused on building new features and functionality. And I do think that all this will contribute to improved ROIC over time as well.

Thanks for the color, Hamed.

I know we're over time. So we'll go ahead and stop there. Thank you so much, everyone, for the wonderful questions and your time today. Really appreciate your support, and we look forward to speaking with you in November where we hope that we will level up these results even further. Thank you very much for the opportunity.

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

Good morning, and welcome to the Annual General Meeting of Shareholders of WELL Health Technologies Corp. My name is Hamid Shahbazi. I'm the Chairman of the company and the Board of Directors of the company has delegated to me the authority to lead the meeting of shareholders today. I now ask that the Annual General Meeting of the shareholders of the company come to order.

I appoint Eva Fong, Chief Financial Officer of the company, as Secretary of this meeting. For the purposes of this meeting, I appoint David Bains from Computershare as scrutineer of the meeting. I also appoint Tyler Baba, Investor Relations for the company as a moderator of this meeting. Finally, I appoint Brandon Rasula, Vice President, Legal and Privacy at WELL Health Technologies to take conduct of and attend to the formalities of this meeting.

Thank you, Mr. Chairman. I am Brandon Rasula, Vice President, Legal and Privacy of the company. As this meeting is being held virtually via live webcast, we have determined it necessary to set out a few rules for the orderly conduct of the meeting. Voting on all matters will be conducted by electronic ballot using the Lumi virtual interface.

The registered shareholders and duly appointed proxy holders will be asked to vote on each matter of business. If you have already voted by proxy, it is important that you do not vote again here at the meeting unless you intend to change your initial vote. Questions in respect of the procedural matters motion can be submitted by any registered shareholder or duly appointed proxy holders using the instant messaging service of the interface. Please note that there will be a slight delay in the publication of the communications received.

When asking the question, please indicate your name, which entity you represent, if entity and confirm that you are registered shareholder or proxy holder. For the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. When you are asked to vote, you will receive a message on the virtual interface requesting you to register your votes. You will only have a certain amount of time to do so when the polls are open.

We will now proceed with the formal portion of today's meeting to expedite the formal part of the meeting, I have asked the Chairman to move all motions in advance, which he has now done. The purpose of today's meeting are set out in the management information circular of the company dated May 26, 2025. The company utilized the notice and access model provided under National Instrument 54-101 for the delivery to its shareholders of the company's notice of meeting, management information circular and audited consolidated financial statements and corresponding MD&A for the fiscal period ended December 31, 2024. Under notice and access model, shareholders received a notice with information on how to access the meeting materials electronically.

However, shareholders received a proxy or voting instructions form, as applicable, enabling them to vote at this meeting. Unless there is any objection, I will dispense with the reading of the notice of meeting. Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR+ website and on the company's website.

Our transfer agent, Dave Bains of Computershare Investor Services, Inc., has attested upper mailing of the notice calling this meeting. There has been filed with me proof of service of such mailing provided by the company's transfer agent. I direct that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. The company's article states that a quorum for the transaction of business at a meeting of shareholders is one or more persons present or represented by proxy who are entitled to be present at the meeting. I have been advised a quorum of shareholders of the company is present, and therefore, the meeting is properly called and duly constituted for the transaction of business.

I have received the scrutineer's report, and I direct that their formal report be annexed to the minutes of this meeting as a schedule. As the first item of business on the agenda for today's meeting, I now present to the meeting, the audited consolidated financial statements of the company as at and for the fiscal period ended December 31, 2024, together with the auditor's report for the shareholders thereon. Shareholders may access copies of such documents electronically under the notice and access model, and it is not proposed to read them at this meeting.

As a reminder, registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items.

The first item of business today is to set the number of directors at 6. Unless there are any questions, I will now move to the next item of business. I will wait approximately 30 seconds to confirm. There are no questions on this matter before moving on to present the next item of business.

There are no questions at this time.

The next item of business is the election of directors. The 6 directors to be elected by the shareholders of the company shall hold office until the close of business of the first Annual Meeting of Shareholders of the company following election or until their successors are elected or appointed.

The directors, Hamed Shahbazi, Tara McCarville, Kenneth Cockkell, John Kim, Thomas Liston and Sibil E. E. Lau have been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as a director.

Since there are no other nominations, the Chairman has moved a motion to elect the directors. Unless there are any questions, I will move to the next item of business. I will wait approximately 30 seconds to confirm there are no questions on this matter before moving on to present the next item for business.

There are no questions at this time.

The next item of business is the appointment of auditors of the company for ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. The Audit Committee of the Board of Directors of the company has approved, subject to shareholder confirmation, the appointment of Deloitte LLP Chartered Professional Accountants as the auditors of the company. The Chairman has moved a motion that Deloitte LLP, Chartered Professional Accountants, be appointed auditors of the company until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration. Unless there are any questions, I will move to the next item of business. I will wait approximately 30 seconds to confirm there are no questions on this matter before moving on to present the next item...

There are no questions at this time.

Before we proceed to voting, we will now open the floor to general questions. This Q&A session is reserved for registered shareholders, duly appointed proxy holders and accredited sell-side analysts. If you are eligible and have a question related to the company or any of the matters presented today, please submit it now using the instant messaging function of the virtual interface. We will take a brief pause to review any questions received and respond shortly.

Our first question comes from Gianluca Tucci. Can you provide an update on the strategic review and sale processes for Circle Medical and WISP.

Thanks for the question, Gianluca. We've seen significant increases in activity actually on all of our U.S. assets over the last several weeks. We believe this is due to improvements in overall tone and tenure of the markets. We also note that prior to the election back in November, there was a lot of concern with particularly private equity, who are the predominant purchases for assets like cars that they would be regulatory scrutiny on PE-sponsored deals. And so after the election, those types of concerns were sort of cleared, but then we got into some market volatility earlier this year which obviously has improved a lot.

So we're working hard on these events and catalysts, and we will be sure to keep our shareholders apprised of any material developments.

The next question comes from David Kwan. You've talked about selling your U.S. businesses over the next 2 years, which should bring in a significant amount of capital. Can you provide more color on how you would redeploy that capital in Canada for example, share buybacks, special dividends, debt repayments and M&A.

Sure. Thanks for the question, David. Of course, level of quantum on the sales proceeds would be integral to exactly what our strategy would be here. But I can express that our initial priority would be to pay down debt and free up additional free cash flow, which would then improve our purchasing power to make more accretive acquisitions and improve the cadence of our stock buyback program.

Note that last year, we paid approximately $26.5 million in cash interest and after which, we still had approximately $50 million in free cash flow. So if we're able to pay down a significant amount of debt, we will free up more cash flow. And of course, we expect our free cash flow generation to improve this year as our EBITDA improves. So I think we're well positioned as the sales occur to do a variety of things that contribute to shareholder value.

And another question from David Kwan. You just announced the availability of 45,000 new primary care patients in Ontario, Alberta and Manitoba, aided by the acquisition of physicians for you. Are you seeing material changes at the provincial level as it relates to fast-tracking foreign trained, educated doctors? And can you outline the upside from utilizing the spare capacity in your clinics?

Yes. Thanks for the question, David. We are starting to see some significant changes, which we believe are quite exciting as it relates to some of these provincial level policies. The most recent one is the college of physicians and surgeons of BC just established a new rule starting July 7, 2025, it will become easier for doctors trained in other countries to get a full license to work in British Columbia.

Before, one had to complete physician training in Canada and pass Canadian exams to get a full license or get a temporary license called a provisional license and then later take the Canadian exams to upgrade to a full license.

Now if you finish your physician training in the United States and pass U.S. certification exams, you can get a full license in BC right away. Also, if you're a doctor from places like Australia, U.K., Ireland, New Zealand, Singapore, and you've already finished your training and earned your certification there, you may also qualify for a full license in BC. without first needing to get certified in Canada. That's a pretty big deal. These changes address, as we see it, physician shortages experienced by the province by reducing licensing friction. So we really applaud this. This is great news for WELL, particularly as we expand our operations in rural urgent or high-demand care circumstances.

And a question from Daniel Rosenberg. What are the key metrics you're considering for the potential sale of the U.S. assets to see that initiative through to a sale?

Thanks for the question, Daniel. We're primarily looking at our cash-on-cash returns and reliability of the buyers to complete DD and close deals. We're also looking at the suitability of the buyers and circumstances for our employees, of course.

And one last question from Kevin from Scotiabank. Last week, you announced increases in capacity on your existing network at around 45,000, but there is still a large amount of Canadians, over 6 million without regular access to primary care. A big problem for the health care system.

Can you talk at a high level about your discussions with the Canadian government and how they view your role in the industry? You were very unique given you're the largest owner of clinics in the country by wide margin. So curious to know how your relationship has evolved over the past several years as you were clearly making a positive impact on health care outcomes.

Thanks for the question, Kevin. Yes, we're very proud of the work we're doing here to create and retain access to health care services. We have a lot of data that demonstrates that we've been able to keep previously struggling clinics open and grow throughput and efficiency in those clinics across the country. And we believe the public sector is starting to take notice of this.

The recent announcement of the 45,000 openings for primary care is a great example of this. This is a work in progress, and we will continue to work hard to spread the message around, how we are alleviating physician burnout not only because we're providing the tools, but also an entirely new operating paradigm where doctors can just focus on providing care and not worry about running operations.

There are no further questions at this time.

Thank you to those who submitted questions. We will now proceed with the voting process. As mentioned, voting today will be conducted by electronic ballot. I will now take a moment to ask the balloting be opened to registered holders and appointed proxy holders.

We are now open. And at this point, all registered holders and proxy holders who have properly logged in with their control numbers or user name and wish to vote will be able to see on the screen all motions being brought forth at this meeting. Please register your votes by accessing the voting page and selecting the for or withhold buttons next to the resolution to set the number of directors at 6, next to the name of each proposed director and next to the resolution with respect to the appointment of Deloitte as the company's auditors.

Once the electronic balloting closes, the voting page will disappear, and your votes will be automatically submitted. We will provide registered shareholders and duly appointed proxy holders approximately 1 minute to complete the electronic [indiscernible]. Once the electronic ballot closes, the voting page will disappear and your votes will be automatically submitted.

[Voting]

Voting has now closed. I would ask the scrutineer to compile the report regarding the results of voting on all business matters. The preliminary results show that all matters have been approved, subject to final tabulation by the scrutineer.

Final results of voting will be promptly published on SEDAR+ and by news release. The formal items of business as set out in the notice of meeting have now been dealt with. The Chairman has moved a motion that this meeting now terminate. As there is no further business to come before the meeting and on behalf of the Chairman, I declare the formal part of the meeting to be concluded. I am pleased to hand over carriage of the meeting back to the Chairman.

Thank you, Mr. Rasula, and thank you all for attending. This concludes the WELL 2025 AGM. We look forward to speaking to shareholders again in August to discuss our fiscal Q2 results. Have a great day, and thanks again, everyone, for attending.