WELL Health Technologies Corp.

Operator: 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. Tyler Baba: 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. Hamed Shahbazi: 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? Eva Fong: 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. Hamed Shahbazi: 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: [Operator instructions] The first question comes from David Kwan at TD Cowen. David Kwan: 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? Hamed Shahbazi: 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. David Kwan: 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? Hamed Shahbazi: 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. David Kwan: 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? Hamed Shahbazi: 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. Operator: The next question comes from Derek Greenberg at Maxim Group. Derek Greenberg: 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? Hamed Shahbazi: 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. Derek Greenberg: 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? Hamed Shahbazi: 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. Operator: The next question comes from Rob Goff of Ventum. Rob Goff: 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? Hamed Shahbazi: 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. Operator: The next question comes from Erin Kyle at CIBC. Erin Kyle: 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? Hamed Shahbazi: 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. Erin Kyle: 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? Hamed Shahbazi: 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. Operator: The next question comes from Michael Freeman at Raymond James. Michael Freeman: 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? Hamed Shahbazi: 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. Michael Freeman: 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? Hamed Shahbazi: 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. Michael Freeman: And very last for Eva. I noticed a $10.5 million impairment charge. I wonder if you could describe what that's associated with? Eva Fong: 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. Operator: That concludes today's Q&A. I will turn the call back over to Hamed Shahbazi for closing comments. Hamed Shahbazi: 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. Operator: Ladies and gentlemen, this concludes your conference call for today. We thank you for participating, and we ask that you please disconnect your lines.