Good afternoon, ladies and gentlemen, and welcome to the WELL Health Technologies first quarter 2025 earnings release conference call. At this time, all lines are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. If at any time during this call you need assistance, please press star zero for the operator. This call is being recorded on Wednesday, May 14th, 2025. I would now like to turn the conference over to Tyler Baba, Investor Relations Manager. Please go ahead.
Thank you, Operator, and welcome everyone to WELL Health's fiscal first quarter financial results conference call for the three months ended March 31, 2025. Joining me on the call today are Hamed Shahbazi, Chairman and CEO, and Eva Fong, the company's CFO. I trust that everyone has received a copy of our financial results press release that was issued earlier today. Portions of today's call, other than historical performance, include statements of forward-looking information within the meaning of applicable securities laws, including future-oriented financial information and financial outlook information. These forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other factors, many of which are outside of WELL's control, that may cause the actual results, performance, or achievements of WELL to differ materially from the anticipated results, performance, or achievements implied by such forward-looking statements.
These factors are further outlined in today's press release and in our management discussion and analysis. We provide forward-looking statements solely for the purpose of providing information about management's current expectations and plans relating to the future. We do not undertake or accept any obligation or undertake to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions, assumptions, or circumstances on which any such statement is based, except if it is required by law. We may use the terms such as adjusted gross profit, adjusted gross margin, adjusted EBITDA, shareholder EBITDA, adjusted net income, and adjusted free cash flow on this conference call, all of which are non-GAAP and non-IFRS measures.
For more information on how we define these terms, please refer to the definitions set out in today's press release and in our management's discussion and analysis. The company believes that adjusted EBITDA is a meaningful financial metric as it measures cash generated from operations, which the company can use to fund working capital requirements, service future interest and principal debt repayments, and fund future growth initiatives. Adjusted EBITDA should not be construed as an alternative to net income or loss determined in accordance with IFRS. With that, let me turn the call over to Mr. Hamed Shahbazi, Chairman and CEO.
Thank you, Tyler, and good day, everyone. We appreciate everyone for joining us today as we discuss our Q1 2025 financial results. I'd like to do something a bit different on today's call. Instead of starting with our financials, I'd like to talk a little bit about our overall vision for WELL Health and where we are headed in the next few years and create clarity around markets we will be serving in the future. This diagram shows the current state of the WELL family, which includes all our operating divisions. We've previously provided clarity on the fact that we are in the process of divesting of both Circle Medical and WISP, and I will speak more later on the call about that.
I'd like to provide some additional clarity on this call that in the next one to two years, it is now our expectation that we will no longer be operating any care delivery businesses in the United States, inclusive of CRH and provider staffing. While we're very proud of the progress we've made in the United States with these businesses, and we've been very fortunate to work with some great teams and leaders and build significant value, we believe the time is right to unlock the value of these assets and use the freed-up capital to accelerate the compounding story we have activated in Canada, particularly in our WELL Clinics enterprise. We also believe that this will further streamline and simplify not only our own overall operation, but also simplify our investor story.
We will still be very much involved in providing or selling software and data protection services to the U.S. market through subsidiaries such as CyberWell, HealWell, and of course, the business Orion Health has in the United States and likely WELL Star in the future. We believe that it is the right decision for us to consolidate our care delivery business into Canada, where we are seeing better returns on capital than the U.S. with less risk. We also want to build on our leadership position as the largest owned and operated clinic network in Canada, the largest physician network in Canada, and the most distributed technology platform supporting healthcare providers in Canada, with WELL Star touching well north of 40% of all healthcare providers in the country. Simply put, we have tremendous network effects in Canada that we do not enjoy in the United States.
As far as timing of these events, I want to be clear that we will not be in a rush to do this, and this applies particularly to CRH as it is a significant source of revenue and free cash flow for the company. When we find the right opportunity, we will engage in a strategic transaction that allows us to redirect significant amounts of capital back into Canada to grow our network. Now, let's zoom in on what the WELL family will look like in the future once the U.S. assets are divested of and our key areas of focus. We'll have four areas which are growth engines of the company. These are, one, our Canadian clinics network, which provides tech-enabled healthcare delivery and is the largest pan-Canadian healthcare provider in the country, spanning multiple disciplines and specialties. We have 100% ownership of the WELL Clinics business.
Second, WELL Star, which is focused on providing technology solutions to healthcare providers. Our ownership of WELL Star is approximately at 85%. Third, HealWell, which is focused on AI and data science for health systems around the globe. Our current ownership of HealWell is approximately 30% economic ownership on a fully diluted basis and 69% ownership of the company's voting stock. Lastly, CyberWell, our data protection arm, which provides cybersecurity for critical infrastructure. Our current ownership of CyberWell is also in the 85% range. I'm proud to recognize that all four of these entities are growth businesses that are self-funded and cash flow positive. Both WELL Star and HealWell will continue to work very closely with WELL and our clinical footprint in Canada, but they will also operate as independent companies that will have their own shareholders, capital allocation strategies, fundraising plans, and acquisition opportunities.
For example, just last December, WELL Star recently raised CAD 50 million in equity from marquee investors to power its pre-IPO growth plan. HealWell also raised CAD 100 million, which was comprised of CAD 50 million in equity and CAD 50 million in debt to support its acquisition of Orion Health. These companies have access to capital and can activate this without causing a drain on WELL's resources. Our goal is to achieve over CAD 1 billion in enterprise value for each of WELL Star and HealWell in the next two to three years. Shareholders of the parent company, WELL Health, will benefit from the consolidated financial statements and enterprise value created. We also note to investors that any capital raised by WELL Star and HealWell will not be diluted to WELL shareholders. This structure is very capital efficient for WELL shareholders who benefit from WELL's ownership in these entities.
The emphasis is to drive returns and value to shareholders over the medium to long term. Moving forward, our central goal at WELL and for our capital allocation program will be the Canadian clinics network, which will continue to grow organically and inorganically to broaden scale, activate new levels of network effects as we look and feel a lot more like a pure play in this area in the next one to two years. To state the obvious, we are very bullish on Canada, not only due to our own strengths, but we also see significant tailwinds emerging in the Canadian market, and we do not want distractions to deal with our important role in this market.
With over 220 clinics as the market share leader, we currently own approximately 1% of total clinics in Canada, and our goal is to reach 10% market share, which would be equivalent to a larger than CAD 5 billion per annum business just in Canada, as we are now essentially at a CAD 500 million revenue run rate just in Canada. As for our plan moving forward, we intend on focusing on our growing market leadership in Canada with a laser-like focus on improving cash flow. We will grow cash flow, and if we feel our stock is undervalued, we will buy it with impunity and force a smaller denominator in the cash flow per share equation, driving improved shareholder value, which we believe will force investors to take notice over time.
If we believe our value is properly reflected, we will eventually create distributions that allow shareholders to share in the value of their business. All the while, we will continue to create a business that drives immense positive societal value by creating more accessibility to care and supporting care providers such that they can deliver the best health outcomes possible. With continued cash flow compounding, we can achieve superior returns for our shareholders. As such, I'm pleased to announce that we intend on resuming our stock buyback program shortly after reporting this quarter's results. Now, this slide speaks to some of our key quarterly financial highlights for Q1 2025. WELL achieved record quarterly revenues of CAD 294.1 million in Q1, an increase of 32% year- over- year, which was driven by organic growth and acquisitions.
Excluding the impact of the Circle Medical deferred revenue, quarterly revenue would have been CAD 300.7 million, exceeding a CAD 1.2 billion revenue run rate. WELL achieved adjusted EBITDA of CAD 27.6 million in Q1, an increase of 36% as compared to the restated Circle Medical adjusted EBITDA of Q1 2024. Adjusted EBITDA was negatively impacted by a net of CAD 6.5 million of deferred revenue adjustment from Circle Medical. Excluding the impact of the Circle Medical deferred revenue, quarterly adjusted EBITDA would have been CAD 34.1 million. Our Canadian business continues its strong momentum with 32% year- over- year revenue growth to CAD 120.6 million and 13.4% year- over- year organic growth. Our adjusted EBITDA in Canada grew 29% year- over- year to CAD 18.7 million for the quarter. I'll now share with you some of the operational highlights for Q1 2025.
As at the end of Q1 2025, WELL had over 4,300 providers and clinicians delivering care across our entire network of physical and virtual clinics. Of that number, I'm proud to announce that we now have over 1,000 physicians in Canada working within the WELL network, which is just over 1% of all physicians practicing in the country. We have a tremendous runway to continue to expand our footprint across Canada. In addition, there are more than 42,000 providers benefiting from our SaaS and technology services, most of which are physicians. We estimate that well over 40% of all physicians in Canada touch our WELL Star technology platform in some way.
As we enhance our digital offerings and provide leading AI products and services, we believe these figures will continue to rise, and within the short term, we can see over 50% of all providers in the country coming into contact with WELL Star's platform. One can see the increasing importance, relevance, and role that WELL is playing in the country's healthcare ecosystem, and we are determined to continue to make a positive impact. Looking at our patient visits, our revenues are generally underpinned by patient visits. As such, it's very important to track them closely as they are a true measure of the fundamentals of our business. We delivered over 1.6 million patient visits in Q1, a 24% year- over- year increase from the prior year with strong organic growth of 14%.
Canadian patient visit metrics continue to demonstrate that it is one of the most prominent growth drivers of the company as visits grew by 30% year- over- year, with organic growth of 12% inclusive of absorptions and same clinic growth. U.S. patient visits grew by 16% year- over- year, with all of it related to organic growth. Total care interactions, which is defined as total patient visits plus technology interactions plus biller provider hours, were 2.5 million in Q1, which was a 34% increase compared to last year and represented 27% organic growth. Now that we've covered off the key results, I'd like to cover off a few topics in the rest of the presentation. These won't be a surprise. One, HealWell AI; two, WELL Star; three, Canadian clinics; and then fourth, we'll provide an update on the sales processes.
First theme I'd like to talk about is HealWell AI. We're very pleased with the progress at HealWell AI, a company that we had a central role in conceiving and developing in the past couple of years after we acquired its MCI clinics and formed a pure play AI software company. We took a major leadership role in recapitalizing and relaunching the company 19 months ago and shaping its fundraising and M&A journey along with the management team. Over the last 19 months, HealWell has made six acquisitions, including Pentavir, IntraHealth, Verisource, BioPharma, and most recently, Orion and, of course, Nutro. HealWell has raised over CAD 150 million in equity and debt financing during this period of time, and WELL's net cash contribution was CAD 5.4 million. This net cash contribution included CAD 8.6 million in cash and promissory notes that we received from the sale of IntraHealth to HealWell.
This is an outstanding capital allocation story in which we have been able to invest net cash of only CAD 5.4 million to help create a global AI company that is majority controlled by WELL Health. HealWell currently has a market cap of approximately CAD 500,000,000 on a fully diluted basis. HealWell is a Canadian capital market success story and is now the second largest publicly listed healthcare tech company in Canada as measured by revenue and is second only to WELL Health. We're very excited about the progress made at HealWell and its future. HealWell's robust client base reflects its ability to deliver unparalleled value to the healthcare ecosystem. As you can see in this chart, HealWell has been a tremendously successful investment for WELL Health and its shareholders.
The net amount invested in HealWell is CAD 28.9 million based on the net cash invested, vending equity value related to the sale of IntraHealth, and the face value of the currently outstanding promissory note related to the sale of IntraHealth to HealWell. As of yesterday's close, the current market value of our investment is CAD 158.5 million, representing a CAD 129 million gain or value created for WELL shareholders. This investment represents a 450% rate of return and 5.5 times MOIC or multiple of invested capital. I'd now like to share some of my thoughts on HealWell's recent acquisition of Orion Health. With HealWell's recent acquisition of Orion completed on April 1st, HealWell is building the world's leading company in healthcare data interoperability and artificial intelligence. HealWell's strategic acquisition of Orion Health significantly enhanced its market position, accelerating its path to profitability.
Orion was generating approximately CAD 100 million in annualized revenue run rate, mostly from SaaS, with strong operating EBITDA margins. The company's solutions are powered by approximately 400 global employees working out of 15 global offices in 11 countries. HealWell delivers cutting-edge software solutions to public and private sector customers globally. Its technology is deployed across 70 plus sites globally, supporting healthcare systems that collectively manage over 150 million patient records. In conjunction with the HealWell acquisition of Orion, WELL increased its holdings in HealWell to an approximate 30% fully diluted economic interest and an approximate 69% voting interest. As a result, the company will begin to fully consolidate HealWell in its financial results starting in Q2 2025 as per IFRS control requirements. HealWell is expected to contribute approximately CAD 120 million in revenue and positive adjusted EBITDA to WELL's fiscal 2025 consolidated financial results.
Orion Health provides significant strategic benefits to HealWell and now WELL, which include: one, financial benefits such as Orion's strong recurring revenues with large enterprise public sector entities, with healthy operating margins and high free cash flow conversion; significant distribution opportunity for HealWell AI's offerings, as well as WELL Star's best-in-class provider-focused tech; and significant data science and data interoperability expertise. The four public sector clients can use AI in any meaningful manner. Remember, they must get their data in order. They must get their data normalized and organized and achieve interoperability. This is not an easy task, and Orion is one of the best in the world at helping public sector healthcare groups organize their data, often beating out some of the largest companies in the world for these major initiatives. The second theme I'd like to talk about is our strategic spin-out of WELL Star.
Last year, we created WELL Star, a WELL subsidiary that we intend to spin out as a publicly listed high-growth, profitable pure play SaaS healthcare technology company, which would still be majority owned by WELL. As a reminder, WELL Star is a technology platform that powers WELL's clinical ecosystem. WELL Star is dedicated to empowering healthcare providers with innovative solutions that enhance patient care and optimize operational efficiency. WELL Star is laser-focused on addressing the diverse needs of healthcare providers by streamlining care delivery, integrating fragmented healthcare systems, reducing provider burnout, and improving patient experiences and outcomes. We're pleased to report that WELL Star had another great quarter, clocking in organic growth of approximately 20%, as well as adjusted EBITDA margins of 29% on a four-wall basis, pulling in a rule of 49 performance for the quarter.
WELL Star is currently on a CAD 70 million annual revenue run rate and generates 80% gross margins. WELL Star 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 Canada. We have already completed the first step in WELL Star's go public plans, which was to add significant capital to WELL Star's balance sheet so it can execute on its acquisition plans. As such, during Q4, as I mentioned earlier, WELL Star closed a CAD 50 million equity placement entirely supported by Moer Investment Management, EdgePoint Wealth Management, and Penderfund Capital Management, three very reputable firms with a strong track record of investing in Canadian technology companies. WELL and WELL Star Management also participated in this financing to fund WELL Star's pre-spin-out growth objectives.
WELL did not issue any shares as part of this transaction. We believe WELL Star will be a very strong IPO candidate on the TSX mainboard sometime in late 2025 or early 2026. There are two factors that dictate timing of our listing. One is company readiness, and the second is market readiness. We've assembled a very strong team led by Amir Javedan, a CEO, and WELL Star has a compelling pipeline of target acquisition opportunities as our plan is to build additional scale by completing additional acquisitions that will position WELL Star towards CAD 100 million in annualized revenue run rate before going public. The second factor is market readiness, which we can't predict when that will be, but our plan is to be ready for any market opportunity that may appear in late 2025 or early 2026.
As a majority voting shareholder, we fully expect to continue consolidating WELL Star's financial results into WELL in accordance with IFRS accounting rules, even after WELL Star is its own public company and has its own listing. The third theme I will address this morning is the success of our Canadian business. As you can see from these charts, the historical performance of our Canadian clinics business has been exceptionally strong. Canadian clinics achieved revenue of CAD 319 million in 2024. Over the past four years, our Canadian clinics business has exceeded 50% compound annual growth. Adjusted EBITDA attributable to our Canadian clinic business has grown at a CAGR of 44% and achieved over CAD 40 million in 2024. Note that we've had a great start to the year, and we expect this strong performance to continue in 2025, driven by healthy organic growth and our significant large M&A pipeline.
Look, we have a really special capital allocation program at WELL Clinics happening, and I feel that we have really undertold this story in the past few years. This quarter, we really wanted to change that and provide some more significant data for investors to see how the program is trending. We've been very thoughtful about this and are pleased to share this new data with shareholders that provides some perspective on just how disciplined we have been in building Canada's largest clinical network and how our discipline has evolved, which is in great part encouraging us to be so bullish on the future, even to the extent that we would like to be fully focused on it and exit our successful U.S. care businesses. Bear with me because there's a lot of data on this page, but the key elements are as follows.
have identified a number of cohorts of clinics purchased by time frame, and for each cohort, we have provided the original blended multiple of EBITDA associated with our original purchase of these clinics, and then we have showed the resulting or improved or implied multiple that we have achieved due to the improvements we have made to the EBITDA over time. For example, in our 2018 to 2020 cohort, we purchased those clinics on an average multiple to EBITDA of 6.3 times, and we have improved the EBITDA of those clinics substantially by 73%, which has now reduced our implied multiple to 3.6 times. Note that in 2021, we had a higher original multiple. This is mainly because of our acquisition of the MyHealth platform, which carried a double-digit multiple of EBITDA.
Since then, we've significantly improved the EBITDA of MyHealth, and the implied multiple of that large cohort is now closer to 7.1 times. As you can see, we've allocated CAD 280.7 million overall in 31 separate transactions where we have acquired CAD 273 million in revenues. Our average yield multiple over time was 9.4 times EBITDA, which was pushed up by our largest Canadian acquisition to date, which was MyHealth. Since then, we've grown the EBITDA of all our acquired assets by 73%, re-rating the implied multiple to 5.4 times. Interestingly, if one takes out MyHealth, which was our most expensive acquisition in Canada, the average original multiple that we transacted against for our primary care business was 5.8 times EBITDA.
Given that we've improved the EBITDA for all these businesses by an average of 121%, the implied multiple after improvements currently is at just 2.9 times EBITDA, dramatically improving the return on capital invested. I'll point out a couple of additional observations here. In 2023, our clinic acquisition program was mainly focused on MCI clinics, which were not profitable at the time, so there was no multiple of EBITDA. As you're likely all aware, we've turned those clinics around and are now operating profitably based on a 2.2 times multiple of EBITDA based on our original purchase price. Another key observation I'd like to share is our 2024 cohort. Note that the original multiples are now coming down, and we are continuing to improve those multiples with time. This is a very clear demonstration of the power of our platform.
True value creation is when one can repeatedly deliver above-average returns over time and have a substantial TAM by which to execute its strategy against. We believe we've been able to demonstrate steady performance over a significant period of time where we have methodically delivered great returns while using high cost of capital to execute those plans. Our Canadian clinics business continued its strong growth trajectory in Q1 2025. Patient visits in our Canadian clinics network totaled 933,000 in the first quarter, up 30% from 716,000 in Q1 2024, demonstrating significant increase in patient engagement. The number of billable providers within the network reached 1,833 in Q1, up 11% from 1,654 in Q1 2024, highlighting the growing magnitude of our scale.
With patient visits growing faster than the number of billable providers in WELL's Canadian clinic network, we're demonstrating increasing efficiency in our clinics, resulting in an increasing number of patients per billable provider. Simply, WELL providers are seeing more patients, which we believe is demonstrative of the impact that we're having. Our platform allows providers to spend more time seeing patients and do not have to worry about the overhead tasks or managing the clinic or spending hours on charting patient records. Now, looking at our Canadian business, including Canadian clinics, WELL Star, and CyberWell, our WELL Canada business is experiencing accelerating growth. In Q1 2025, WELL generated revenue of CAD 120.6 million compared to CAD 91 million in Q1 2024, an increase of 32% as compared to the previous year's growth of 30%.
Similarly, adjusted EBITDA for WELL Canada reached CAD 18.7 million in Q1 2025, up from CAD 14.5 million in Q1 2024, representing an increase of 29% as compared to the prior year's growth of 23%. As you can see here, we have a very steady history of improving our EBITDA growth in Canada, which has been attributable to both organic and inorganic growth. We recently increased our investments in shared services and clinic transformation, and we believe we're well positioned to continue this growth journey with Canadian clinics, WELL Star and CyberWell. The WELL Canada team achieved annual adjusted EBITDA of CAD 56.3 million in 2024, an increase of 23% as compared to CAD 46 million in 2023. In 2025, we're expecting our adjusted EBITDA in Canada to experience over 25% growth, inclusive of both organic and inorganic growth.
We're very confident in our Canadian business and are now targeting over CAD 100 million in adjusted EBITDA in Canada alone by the end of next year, and on an annualized run rate basis, inclusive of additional M&A activity. We think this is very much an achievable goal in our focus on making this a reality. Note that this may require some of the divestments that we've been talking about to go through so that we have the capital to reinvest and grow. Moving on, in Q1 2025, we continued executing on our strategic growth plan through the expansion of our clinic network. We acquired over 11 clinics, generating CAD 31.5 million in annual revenue. Our owned and operated clinic network welcomed 71 new providers in the first quarter, further strengthening our capacity to deliver high-quality care.
With a diversified clinic strategy, a growing physician base, and a scalable expansion model, we're well positioned to drive long-term growth and operational efficiency. We now have a very healthy pipeline of clinic acquisition opportunities, which I believe is directly correlated with the challenges doctors are feeling in the marketplace and WELL's growing brand recognition. We continue to focus on acquiring Canadian clinics both under our absorption model and our paid acquisition model. As a reminder, under the absorption model, we'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 3-5 times EBITDA multiples. Our current pipeline of Canadian clinics acquisition opportunities is very active. In Canadian clinics, we currently have eight signed LOIs representing 10 clinics and approximately CAD 44 million in annual revenue.
This is an improvement from our prior call last month, where we had five clinics with CAD 31 million in annual revenue under LOI. In total, across the organization, including—apologies, that was CAD 65 million in annual revenue. In total, across the entire organization, including Canadian clinics, WELL Star and WELL USA, we have a total of 11 signed LOIs representing approximately CAD 65 million in annualized revenue. This compares favorably to our call last month, where we had seven signed LOIs and approximately CAD 40 million in annualized revenue. We're expecting to execute on this pipeline of signed LOIs in a non-dilutive manner to current operating margins. We also have a very large pipeline of target acquisitions that are in a pre-LOI stage. We have more than 35 targets engaged, representing over CAD 360 million in annual revenue and more than 130 clinics.
The fourth theme I'd like to talk about is our current strategic review process of WISP and Circle Medical. Let's start with WISP. As we've discussed on our Q4 conference call just a month ago, we concluded the first phase of our strategic review for WISP, resulting in the receipt of numerous proposals from prospective acquirers. While interest in WISP was significant, the board determined that none of the proposals adequately reflected WISP's exceptional operational performance, accelerating growth trajectory, and substantial market opportunity of women's healthcare. Throughout the review process, WISP continued to demonstrate strong business fundamentals with consistent revenue growth and operating margin expansion. This performance reinforces the board's conviction in WISP's long-term value potential beyond what was reflected in the proposals received. The company and its advisors continue to actively work on the strategic review process, and we remain committed to our strategy of divesting the company's U.S.
digital assets in order to allocate more capital into Canada and will provide further updates as appropriate. Operationally, WISP had a very strong Q1 2025 with record quarterly revenue of CAD 29.5 million and an increase of 40% from Q1 2024, and it achieved adjusted EBITDA of CAD 459,000 in Q1 compared to CAD 850,000 in Q1 2024. WISP is performing very well, and we're expecting WISP to have improved EBITDA performance in 2025, which we believe may assist in attracting a more favorable valuation. Moving on to Circle Medical. Last year, we engaged a global investment bank to consider strategic alternatives for Circle. This process had recently slowed down due to the regulatory inquiry. However, we are now continuing to move forward on the sale process of Circle Medical and currently have a number of active discussions and engagements occurring with interested parties.
While the regulatory inquiry will continue to be a factor, we do not necessarily believe that this matter needs to be fully resolved before a sale takes place or a strategic alternative can be found. Circle Medical's patient visits in Q1 were 208,000, representing approximately 19% growth over last year's visits of 174,000. We continue to believe that unlocking the value from Circle and WISP could result in significant cash benefit to WELL, which we'll use in a variety of ways, including redeploying the capital into our Canadian clinic footprint, where we have significant leadership advantage and exceptional heroic performance. We will provide material updates as they become available. With that, I'd like to pass the call over to our CFO, Eva Fong, who will review the financials for Q1. Thank you, Hamed.
WELL achieved record quarterly revenue of CAD 294.1 million in Q1 2025, marking a 32% increase compared to CAD 223.5 million generated in Q1 of last year. This growth was driven primarily by strong organic expansion and recent acquisitions. Excluding the impact of Circle Medical's different revenue adjustments, Q1 2025 revenue would have reached CAD 307 million. Adjusted EBITDA in Q1 2025 was CAD 27.6 million, a 36% increase compared to CAD 20.2 million in Q1 2024. Excluding the impact of Circle Medical's different revenue adjustments, adjusted EBITDA would have reached CAD 34.1 million. These growth rates are comparing periods between Q1 2025 and Q1 2024, where both periods have been impacted by the Circle Medical different revenue adjustments. Overall, our Q1 2025 results reflect a solid start to the year, despite the challenges related to Circle Medical's different revenue, as Hamed previously discussed.
WELL reported a net loss of CAD 41.9 million or negative CAD 0.19 per share in Q1 2025, compared to net income of CAD 13.8 million or CAD 0.05 per share in Q1 2024. The decrease in net income was primarily due to fair value adjustments on the company's Q1 investments and the different revenue from Circle Medical, which will be recognized in future periods. Adjusted net income for Q1 2025 was CAD 7.5 million or CAD 0.03 per share, compared to adjusted net income of CAD 17.2 million or CAD 0.07 per share in Q1 2024. We note that last year, Q1 2024, adjusted net income benefited from a gain on our sale of IntraHealth to HealWell of CAD 11.3 million. Excluding the IntraHealth gain and the Circle Medical different revenue impact, there was actually a CAD 2.6 million improvement in adjusted net income.
Excluding the impact of Circle Medical different revenue adjustments, adjusted free cash flow attributable to shareholders was CAD 11.8 million in Q1 2025, a slight decline from CAD 12.6 million in Q1 of last year, which benefited from a number of one-time payments to physicians. The decline was largely due to higher capital expenditure and cash taxes paid. Cash interest has remained stable with higher debt balances and lower interest rates. Now, turning to our balance sheet as of March 31, 2025, WELL ended Q1 2025 with a solid balance sheet, holding cash and cash equivalents of CAD 103.2 million. We remain in good standing and fully compliant with all covenants related to our two credit lines, JP Morgan in the U.S. and Royal Bank in Canada. The outstanding debt from these credit lines was approximately CAD 340 million as of March 31, 2025.
Our balance sheet continues to be strong, and we are confident that we will continue to see strong free cash flow generation in 2025. I'm pleased to report that we have the cash and available resources to continue to fund our M&A program, as Hamed has discussed earlier. I'm also very pleased to confirm that we will be reinitiating our share buyback program shortly after reporting our Q1 results. We believe our shares are undervalued, and we will continue to improve our cash flow and demonstrate the power of our platform by returning value to our shareholders. That concludes my financial update, and I'll now turn the call back over to Hamed.
Thank you, Eva. I'm very excited about our outlook for this year, in which we expect to achieve record revenue, record EBITDA, adjusted EBITDA, record net income, and record free cash flow.
First of all, I want to reiterate our 2025 guidance as conveyed last quarter, but I want to add a little more clarity for those who are trying to better understand how guidance incorporates deferred revenue. So we've expressed the guidance, also excluding Circle Medical impact, as being guidance for revenue for 2025 at CAD 1.35 billion-CAD 1.4 billion, and guidance for adjusted EBITDA is between CAD 140 million and CAD 160 million. This guidance doesn't include any unannounced acquisitions, and we have a tremendous pipeline of potential targets that could significantly boost guidance upwards. In addition, we have not included any amounts from the CAD 24.5 million in delayed earnings on CRH until the claims affected are collected or there's a formal settlement with Change Healthcare. Our guidance also includes fully consolidated financial results from HealWell starting in Q2 2025.
Based on the guidance they gave to the market recently, we are expecting HealWell to contribute approximately CAD 120 million in revenue and positive EBITDA to WELL's consolidated financial statements in 2025. We believe HealWell is on a strong growth trajectory, and we will see double-digit growth through 2026 based on the strength of the platform there, especially post the Orion acquisition. Orion is very well positioned for public sector wins in Canada and beyond, given the tariff situation and geopolitical matters that we're all witnessed to, as their main competitors are U.S. companies, not only in Canada but all over the world. As I outlined at the outset of the call, we believe exiting our U.S.
Care businesses will not only reduce complexity to our business but also unlock significant capital opportunities for us to grow and accelerate our Canadian business, which is demonstrating significant growth and predictability, which is a quality that we really appreciate given some of the volatility we're seeing in the U.S. healthcare markets. Divestments of these assets will allow us to redeploy capital into the Canadian market and further improve shareholder value, given our superior return on capital invested capabilities in Canada. While our most pressing priorities are to execute on our Circle Medical and WISP processes, we will start to undertake efforts to seek strategic alternatives for our CRH business as well. I want to stress that this will not be rushed.
It will be a thoughtful and measured process as we generate significant revenue and cash flow at CRH, and we want to make sure we have a good strategy to free up cash value and replace profitability with opportunities in Canada. Our Canadian business, including Canadian clinics, WELL Star, and CyberWell, is outperforming, and we have many tailwinds in the Canadian healthcare market driving growth in the business, including a strong buy Canadian sentiment from the federal and provincial governments. We're expecting WELL Canada's adjusted EBITDA to grow by at least 25% in 2025, inclusive of acquisitions, and our longer-term view of the Canadian market, as I mentioned earlier, remains very bullish. As noted earlier, we're targeting, inclusive of Canadian clinics, WELL Star, and CyberWell, to be over CAD 800 million in revenue and over CAD 100 million in adjusted EBITDA, inclusive of acquisitions, in the next couple of years.
We are the market share leader in Canada with the largest owned and operated clinic network, which we believe will experience substantial growth and profitability improvements in the coming years as we continue to pursue our long-term market share goal of 10%. In addition, WELL Star is the healthcare technology leader in Canada whose growth will only accelerate with a future IPO and access to capital. In summary, we're very pleased with the strengthening fundamentals of our business and look forward to delivering strong results in 2025 and beyond. WELL's growth engine has never been stronger. Our organic growth is operating at an optimal level while we're executing on an extremely healthy M&A pipeline. We have a strong balance sheet and are well positioned to improve shareholder value. We have a committed and disciplined team to ensure we can execute on our objectives.
To that, I would like to thank WELL's senior management team, our board of directors, all of our employees, and contractors for their tremendous effort. In particular, I'd like to thank our team of healthcare practitioners and other frontline workers who are providing incredible care. We are here to support them as they're the real backbone of the healthcare industry. I want to thank you all for joining us on this call today and thank our shareholders and investors for their continued support. The capital markets have been very supportive of our vision and have provided us with the funding needed to pursue our goals and drive societal value and provide the care that we all need. With that, Operator, we'd be pleased to open the line to questions.
Thank you. Ladies and gentlemen, we will now be taking questions from analysts only.
Should you have a question, please press the star followed by the one on your touchtone phone. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press star followed by the two. If you are using a speakerphone, please lift the handset before pressing any keys. The first question comes from Michael Freeman at Raymond James. Please go ahead.
Hey, good afternoon, Hamed and Eva. Thank you very much for this super thorough presentation. We really appreciate this rich data. I guess my first question, I wondered what if you could take us through the process of WELL accumulating something in the direction of 10% market share of Canadian clinics.
Curious how you envision the process of acquiring clinics and clinic networks and wonder if there are parts of your clinic transformation organization that might need to scale in order to achieve this. I am wondering if you see any risks in growing to this scale.
Yeah. Thank you, Michael. Great question. Look, we've thought a lot about this, and I'll just say that really most of primary care in the country is characterized by a very long tail. There are very few networks. One of the things that I think really positioned us well is we just do not know of anyone else who has been able to take these sort of small baskets of clinics and improve them, improve their margins, go through that change management that is required with the physicians.
Sometimes a more scaled platform will become available, and we find that there's quite a lot of interest in those. Even from a primary care perspective, we're finding that the profitability in those more scaled platforms is not very high. This is exemplified by what happened with Elna, which obviously was the second largest network after us, and they went offside with their covenants, and recently their assets have become available. To be successful in this market, you have to be very good at doing the small acquisition, which is not always an easy thing because you have to expend a lot of resources and time and effort to really build a machine that can scale. To that end, we have scaled our clinic transformation team quite a bit. You'll note that some of our overhead expenses increased.
That was directly correlated with improvements in our shared services as we're now a roughly 7,000-member team in all of the WELL family of companies, and the vast majority of that is in WELL clinics. I'll also mention that in the diagnostic side of things, there are a few larger clinic networks and some that we're speaking to right now and have reflected in our pipeline that we shared with you earlier. There are some more sort of chunky assets that could significantly and dramatically improve our outlook right away. If anything like that happens, obviously we will let investors know, but we are very much focused on that. By the way, that's why it's important, I think, for us to make these divestments in the U.S.
A priority because we are seeing some opportunities to redirect and allocate capital that we think would be transformational even for our own clinic network.
Okay.
Hopefully, that's helpful.
It's super helpful. Thank you. Now, I wonder, speaking of divesting of assets in the States, you gave us some good color on the processes for WISP and Circle, and then appreciate you describing that you do plan to ultimately exit from CRH and provider staffing. I wonder if on those two last assets, do you anticipate those two assets being sold together or separately? I wonder if you could give us an idea of rational selling multiples for these sorts of assets that you might see out there in the market.
Yeah. It's a very good question. I mean, look, I think that we would be open to both.
I think our preference would be to sell it as one asset because it would be simpler for us and better for the team, which is definitely a factor for us. We have a great team there that's done a great job, and we want to make sure that they have a great experience in terms of what ends up happening next. I think that it is possible that the assets are sufficiently different where there would be pure play interest in one versus the other. As far as multiples are concerned, I think that this is an area where we'll learn more over the next little while. We haven't done a ton of work in this area right now. Of course, we've been staying abreast of developments in the space.
What we understand is that actually provider staffing could fetch a higher multiple than general anesthesia just because of the scarcity of providers in the United States and because provider staffing is a less inflation-sensitive business than the care business at CRH anesthesia. I would say that, look, we'd hope that there would be double-digit multiples on both sides, but we'll learn more and we'll keep you posted.
Okay. Thanks very much. I'll pass it on now.
Thank you. The next question comes from David Kwan at TD Cowan. Please go ahead.
Thanks. Congrats on a nice rebound quarter here. Could you talk about maybe what's going on with OceanMD and the BC contract? Could you talk about specifically, I guess, where you are in the deployment there and when we should expect revenues to start ramping?
Yeah. Thanks very much, David. Our deployment has been tracking along well.
We've met our deliverables. We understand that BC is currently going through a lot of change, and so we're awaiting sort of next steps. This is not just in terms of digital health. It's the entire province. I think since the election, there is a new boss at PHSA. They're going through a lot of strategy review and whatnot. I will note that our OceanMD referral numbers are improving quite a bit on a percentage basis. Note that the number of e-referrals is still quite low as compared to a market like Ontario, but we're starting to see some real nice uptick. Note that WELL clinics actually are starting to help really do that. We haven't received any specific feedback on next steps, but we do know that that should be happening in the near future, and we'll keep everyone posted.
I will add that with OceanMD, there are other major provinces now that are heading down the line with the company, and we expect and are tracking to hopefully new contracts as well.
No, that's very helpful, Hamed, just in terms of the color there. Then just quickly on WISP, the EBITDA margins fell this quarter a bit under 2%. I guess, first off, how much of that was due to the increased marketing promotion expenses? I think there's also talk about higher compliance costs. Secondly, as you look to sell that business, you talked about last quarter more interest coming from financial buyers, so trying to get those margins up. Given it probably will take a couple of quarters, I think maybe just try to convince these potential buyers of the potential margin opportunity and profile of the company.
Do you think that maybe pushes out the timing for potential sale of WISP?
I do not think so because I think we are just continuing to see great growth. I mean, you look at the year-over-year growth that the business had. I mean, typically we are, if you kind of go back in time, you'll note that we always have a bit of a slow start in terms of EBITDA with WISP. That is because we sort of at the beginning of the year, we lean a bit more into advertising because seasonally we do see very predictably every single year that first quarter is the lowest prices, and Q4 with Christmas, of course, the important Christmas season, you have the highest rates in advertising.
We tend to be very strategic around increasing our spend at the front end of the year so we can acquire more customers, and we can sort of play out the and try to grow the LTV of those customers. I think you're seeing some of the same pattern there. Yes, we did have some more compliance costs. That's a real priority for us all throughout the U.S., and that factored in a little bit as well. We have a lot of confidence that we're already starting to see margins expand into Q2, and we believe the back half of the year will continue to be as strong and predictable as it was last year.
That's great. Thanks, Hamed.
Thank you. The next question comes from Scott Fletcher at CIBC. Please go ahead.
Hi, good afternoon.
I wanted to ask on the organic growth in the WELL Star business. Again, strong again. If you could just maybe dig into some of the contributing assets, that'd be great. Thanks.
Yeah. Thanks a lot, Scott. Yeah, you're absolutely right. Very good consistent performance there. We have sort of the three key divisions there, and they all performed well, and they're all very steady. Our EMR group has done a great job within the Oscar group to really kind of migrate some of the acquisitions that we've made. We fully now migrated off the Indivica platform that we had acquired. Even though that was an Oscar platform, it was a forked Oscar, which was sufficiently different where that would have been a key matter. That's been fully done and in a really quality way. AwareMD is actually executing quite well as well in our EMR segment.
Ocean, of course, continues at elevated organic growth levels. Same with billing and back office. I mean, that's an area that we've really built out. Doctor Care has just been a steady driver and just very relevant to doctors' needs these days as these billing systems become more complex in the different provinces. Doctors do not want to do their billing anymore, and we're really beefing up the back office. Of course, our acquisition of Bluebird was important last quarter, and I think the organic growth there is pretty solid. Look, we expect this to continue, and we think that WELL Star will continue to be a reliable rule of 40 to rule of 50 player.
Okay. Thanks.
Then as a follow-up there, you mentioned in your prepared remarks that as you look to get out of the U.S., you may still serve some of the software tools into the U.S. with WELL Star. In terms of the pipeline, are most of the assets that you might look to buy there still largely Canadian-focused?
Yeah. I'm glad you brought that up, actually, because you're right. I made kind of a very slight reference to that. Of course, WELL Star is not in the United States today, but we have tremendous software, and we very much could see this all throughout the world. We think the Commonwealth countries could be a great place, but we also believe that having the Orion Health team resell WELL Star broadly could be very helpful.
That is something that you are going to start to see happen over the next little while. Currently, we do not have a U.S. digital health business in our M&A pipeline. Most of, if not all of, those assets in WELL Star's M&A pipeline are in Canada today with our intense focus on Canada. We are very excited about that because there is some white space where we are not currently operating that we would like to close up. Hopefully, that is helpful.
Thank you.
Thank you. This concludes today's Q&A. I will turn the call back over to Hamed Shahbazi for closing comments.
Thank you very much for joining today and for all your support and questions. We look very much to delivering our Q2 report in August. Until then, we wish you a very safe summer and hopefully fantastic markets to go along with that.
Be well, and thanks again.
Ladies and gentlemen, this concludes your conference call for today. We thank you for participating, and we ask that you please disconnect your lines.