WELL Health Technologies Corp

TSX:WELL

Earnings Call Analysis

Strong Q2 Growth and Updated Revenue Guidance

In Q2 2024, revenue surged 42% to $243.1 million, with adjusted EBITDA up 11% to $30.9 million. The net income swung to $117 million from a $2 million loss, driven by gains from HEALWELL AI investments. HEALWELL's revenue is expected to reach $100 million by year-end, aiming for profitability in 2025. The company updated its annual revenue guidance to between $970 million and $990 million and maintained its adjusted EBITDA guidance at $125-130 million. Free cash flow available to shareholders is projected at $55 million for the year, a 30% increase from 2023 .

Strong Revenue Growth Signals Momentum

In the second quarter of 2024, WELL Health Technologies showcased remarkable financial results, achieving record revenue of $243.1 million, reflecting a 42% increase year-over-year. This surge in revenue is attributed to a combination of strong organic growth—a notable 21% contribution from existing business operations—and strategic acquisitions, particularly in the primary care sector. The company has now seamlessly integrated these acquisitions, signaling an effective absorption strategy that enhances overall performance.

Record Net Income Driven by Strategic Investments

The company's net income turned positive at $117 million, a significant recovery from a loss of $2 million in the same quarter last year. This rebound was largely driven by unrealized gains from WELL's investment in HEALWELL AI, which is set to continue its impressive trajectory with projected revenues nearing $100 million by year-end. This milestone is particularly significant given HEALWELL's rapid ascent from under $10 million in revenue just ten months prior.

Profitability Outlook and Margins

WELL's adjusted EBITDA rose to $30.9 million, marking an 11% increase from the previous year. Additionally, there was a notable year-over-year increase in adjusted net income to $12.3 million, despite the absence of one-time realized income that inflated last year's figures. The company is reinforcing its profitability focus, with an ambitious target for free cash flow of approximately $55 million for the year—a 30% increase over 2023, indicating effective cost optimization amidst inflationary pressures.

Operational Expansion and Metrics

WELL achieved over 1.4 million patient visits in Q2 2024, a 38% increase from the same period last year, including 759,000 visits in Canada and 640,000 in the U.S. This growth affirms the integration of digital health alongside traditional healthcare services, with WELL aiming to maintain a strong organic growth trajectory in the face of high market demand.

Investment in Technology and Strategic Initiatives

Investment efforts are paving the way for future growth, particularly through a $44 million initiative called Health Compass II aimed at advancing AI-driven healthcare technologies. Additionally, a partnership with Microsoft is expected to enhance WELL's operational efficiency and scalability. The integration of AI into its services further positions WELL as a leader in modern healthcare delivery.

Strategic Growth Through Acquisition and Absorption

WELL's robust acquisition pipeline continues to thrive, with over 50 clinics in various stages of development. The recent acquisitions are expected to bolster the company's primary care segment, which generated $45.5 million in revenue in Q2 alone—an 83% increase year-over-year. The digitization efforts of recently acquired clinics, such as those in MCI Ontario, are ahead of schedule, with expectations for improving EBITDA margins as operations stabilize.

Long-Term Profitability and Shareholder Value

Looking forward, the management team emphasized their commitment to enhancing shareholder value through diligent financial management, including reducing share dilution and prioritizing profitability metrics. Future expectations include achieving positive adjusted EBITDA across all operations and maintaining a leverage ratio projected to improve beyond current estimates of 2.67x.

Guided Projections: Revenue and Cash Flow

WELL has updated its annual guidance with revenue now projected between $970 million and $990 million for 2024, alongside the confirmed adjusted EBITDA guidance of $125 million to $130 million. These figures reflect the company's resilience and adaptability in an evolving healthcare landscape, benefiting from its diverse and tech-enabled services.

Commitment to Reducing Share Dilution

WELL achieved progress in managing share dilution during the second quarter, with indications of further reductions in earn-out payments expected to bring dilution down to around 3.3% in 2024. This strategy aligns with their broader mission to enhance shareholder returns and build a sustainable business model.

Earnings Call Transcript 2024-Q2

[Operator]

Welcome to the WELL Health Technologies Corp Second Quarter 2024 Financial Results Conference Call. My name is Gina, and I'll be your conference operator today. [Operator Instructions] Please note that this conference is being recorded.

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

[Tyler Baba, executive]

Thank you, operator, and welcome, everyone, to WELL Health's Fiscal Second Quarter Financial Results Conference Call for the 3 months ended June 30, 2024.

Joining me today on the call are Hamed Shahbazi, Chairman and CEO; 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. Please also note that we will be using some slides to assist us in our presentation today. If you are on a webcast, you will automatically see these. If not, you will need to download these from our investor site on our financials page.

Portions of today's call, other than historical performance, include statements of forward-looking information within the meaning of applicable securities laws, including future-oriented financial information and financial outlook information. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, many of which are outside of WELL's control that may cause the actual results, performance or achievements of WELL to differ materially from the anticipated results, performance or achievements implied by such forward-looking statements.

These factors are further outlined in today's press release and in our management discussion and analysis. We provide forward-looking statements solely for the purpose of providing information about management's current expectations and plans relating to the future. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions, assumptions or circumstances on which any such statements are 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 definition set out in today's press release and in our MD&A.

The company believes that adjusted EBITDA as 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 considered as an alternative to net income or loss determined in accordance with IFRS.

And with that, I will turn over the call to Mr. Hamed Shahbazi, Chairman and CEO.

[Hamed Shahbazi, executive]

Thank you, Tyler, and good day, everyone. We appreciate everyone for joining us today. We're extremely pleased to be with you today and discuss our strong momentum and quarter in which we achieved our 22nd consecutive record-breaking revenue quarter, underscoring and the enduring momentum of our company.

And for the first time, we'll be using some slides to assist us in our presentation. As Tyler indicated earlier, if you joined via webcast, you should already see these. If you don't, you can go to our Investors section of our website and either join the webcast or download the slides.

The second quarter of 2024 exceeded all our expectations showcasing the continued strength and momentum of our technology-driven care delivery platforms. We're very proud to report a robust 42% year-over-year revenue growth, of which half or approximately 21% came from organic growth, which includes our clinic absorption. Note that if you exclude our absorption program, enterprise-wide organic growth would have been 16%.

The company also experienced 11% year-over-year growth in adjusted EBITDA. We will expand on this later, but we're very pleased to have paid down a significant amount of debt and reduced our leverage ratios in Q2. We're also pleased to have improved annual guidance yet again this quarter. This quarter, we've increased revenue guidance to between $970 million and $990 million for the year. It should be noted that for the purposes of assessing 2024 annual organic growth, we estimate that our 2023 pro forma revenue would have been approximately $849 million if all of our 2023 acquisitions excluding clinic absorptions that occurred on January 1, 2023, and excluding all but one month of Intrahealth, which was sold on February 1, 2024.

Note that this number differs from what was disclosed in the notes to our 2023 audited financial statements, is that pro forma number included clinic absorptions, Intrahealth and a number of other adjustments. As such, the midpoint of our updated guidance infers an organic growth rate, including absorptions of 15.4% for the year.

As for adjusted EBITDA, we are maintaining our previous guidance which was just increased last quarter to the upper range of $125 million to $130 million despite incurring higher costs due to our projection of significantly lower share issuance and stock-based incentives. We also reiterate our guidance introduced last quarter for free cash flow available to shareholders to be approximately $55 million for the year.

Keep in mind that this target guidance does not include any unannounced acquisitions. If we include any material acquisitions, there is a fairly good chance that we would be ahead of our current guidance range, notwithstanding any potential material divestments.

Our pipeline of acquisitions continues to be strong, particularly in our Canadian clinics division, where we have significant opportunities for acquisition or absorption of clinics. In addition, keep in mind that the second half of the year is typically a stronger -- typically stronger for us in terms of EBITDA generation, and we continue to maintain guidance for improving free cash flow attributable to shareholders to approximately $55 million, representing a 30% year-over-year increase from 2023.

Moving on to operational highlights. Central to our identity is our commitment to providing highly competent, reliable and tech-enabled support to health care providers. As of the end of Q2 2024, over 3,900 providers and clinicians delivered care across our physical and virtual clinics. Of that number, I'm proud to announce that we've achieved approximately 1,000 physicians serving patients within our WELL clinics in Canada. Remember that there are likely less than 100,000 physicians in the entire country, serving our $330 billion health care ecosystem. So we can proudly state that approximately 1% of all health care providers or physicians make a WELL clinic their place of practice, truly remarkable milestone.

In addition, there are more than 37,000 providers benefiting from our SaaS and Technology Services, which is approaching approximately 40% of all physicians in Canada, supported by our platform in some way. WELL achieved a record 1.4 million patient visits in Q2, an increase of 38% as compared to Q2 of 2023, representing 5.6 million patient visits on an annualized run rate basis.

Patient visits were comprised of 759,000 patient visits in Canada and 640,000 patient visits in the United States. Canadian Patient Services visits increased 41%, while U.S. Patient Visits increased 34% on a year-over-year basis.

I'd like to point out that organic growth in patient visits, including absorptions in Canada was 25.5%. If you strip out absorptions, same clinic growth in visits was 11.4%, which one must remember is much higher, and we would guess to be about triple the growth rate of traditional organic growth figures in terms of Canadian Health Care, which are typically in the 3% to 4% range.

I would like to now move on to describing some of the key themes for today's call. One, our various strategies to unlock sum of the parts value. Two, our plans to spin out our SaaS and Services Provider Solutions line of business as a controlled public company; and three, our efforts to improve per share metrics by reducing dilution and stock-based compensation, improving profitability and improving shareholder value; and four, we will also be making some important commentary about our Clinic Consolidation Program and the progress we've been experiencing thereto.

On to unlocking sum of the parts. This is something that we covered off at Investor Day, but we'd like to revisit a bit today. WELL is a diverse and multifaceted health care technology company with multiple business lines operating across both the U.S. and Canadian markets. While it's natural for there to be a small discount to the multiple holdings of the conglomerate, such as WELL, we believe that the discount currently associated with WELL far exceeds the normal conglomerate or holding company discount. And we believe this is an opportunity for those investors who are looking for hidden but realizable value.

While some of that discount has been corrected since our Investor Day, we believe that there's still an approximately an $800 million to $1 billion discount to our true sum of parts. As you'll see in today's presentation, these overlooked segments are not only strong performance, but they're also experiencing significant growth and momentum. Therefore, we propose a sum-of-parts valuation approach to more accurately assess the company's growth.

We believe that unlocking the value of some of our assets through third-party, arm's length investments or divestments, could go a long way to highlight this value. In the case where divestments occur, such cash benefits could be material and could be likely used to pay down debt or to issue a special buyback or make additional accretive acquisitions.

Last quarter, we indicated that we had begun considering strategic alternatives for our U.S. patient, digital patient services businesses, Circle Medical and Wisp. We do not believe that the capital markets are signing a fair value for these 2 assets as part of WELL given their high growth and improving fundamentals. Both Circle and Wisp are higher-growth businesses that would essentially be valued generally on a price to sales basis, given their limited but improving EBITDA generation.

Whereas WELL is primarily valued on a price to EBITDA basis, which creates a dislocation in value which results in unrealized or hidden sum of parts value. In addition, WELL has a call option for both of these businesses, which provides us with several alternatives, including acquiring the remaining ownership of the businesses, seeking an IPO or RTO or selling the businesses entirely. We have hired professional advisers to help us with these processes.

In the case of Circle Medical, the call option has a time line which has now been extended with the approval of the minority shareholders well into 2025. We are pleased to announce that Circle Medical has retained JPMorgan to evaluate strategic alternatives and help identify partner or partners that will support Circle in its next phase of growth.

On the win side of things, we're similarly pleased to report that CIBC Capital Markets is assisting us with our evaluation of strategic alternatives. We will provide updates as they become available on both of these processes, but do not expect update until later this year or especially in the case of Circle Medical early next year.

In addition to evaluating strategic alternatives for Circle and Wisp, we started to look at additional opportunities for unlocking value. And we're very pleased to disclose that we are working on another important initiative that we believe will yield significant shareholder value. That's -- and that's related to our Platform Solutions business.

We believe our SaaS and Services Provider Solutions business is a very strong candidate as a potential spin out, as a well-controlled stand-alone public company. Excluding cybersecurity, our Provider Solutions group achieved external revenue of $10.4 million in Q2 2024 with 86% gross margin, 30% EBITDA margins and 24% organic growth, with over 90% of its revenues contractual and recurring in nature. This is a very healthy and profitable SaaS business with great growth prospects.

We believe Provider Solutions group would be valued at a much higher valuation multiple than the value that is currently being afforded to WELL Health. In addition, we believe we could accelerate the growth of this business as a stand-alone public company, which would then ramp up its own capital allocation program to ensure it is growing methodically, both organically and inorganically.

The Provider Solutions group is an integral part of the Canadian clinics ecosystem that tech enables doctors and other health care providers in our clinic. It's also an area where we have clear market leadership to support health care providers nationally, while our market share ownership in EMR in Canada is third. If you look at the full platform requirements of a health care provider, which include billing management, productivity apps, and other elements, to our knowledge, there is no bigger market share owner in the country than WELL's Provider Solutions entity.

Even after a prospectus spin out of our Provider Solutions group, what could -- this group will continue to work closely with and support our clinics and clinic transformation team as such, WELL's intentions are to maintain a strong economic and voting majority in this entity even after it spun out as a separate publicly listed company.

As such, there should be no real changes to how this entity operates and interacts with our own clinics, which is very important to our own development within our WELL clinics ecosystem. We're very excited about this initiative, and we'll provide more updates in the coming weeks and months.

The third key theme is one of the most important for the call today, our commitment to delivering improved shareholder value. Last quarter in our conference call, we talked about an important inflection point where WELL was going to focus more intently on optimizing our profit per share metrics by not only improving our overall organic growth and profitability, but also paying quick and significant attention to our dilution and pulling all the levers we could to reduce and eventually fully eliminate and then reverse dilution.

I'm pleased to note that this quarter, we made excellent progress towards these stated goals. And as Eva will demonstrate later, we were able to actually reduce our fully diluted share totals during the quarter slightly by paying out all of our earn-outs in cash, not issuing any new incentive fair awards, and actually electing to pay some of our incentives in cash, which are long-term incentive plan allows for and buying back some stock.

We will be applying the same intensity to managing dilution, driving organic growth, and improving our profitability in subsequent quarters as we look -- as we work hard to realize sum of parts value and significantly elevate shareholder value.

With that, I'd now like to turn the call over to our CFO, Eva Fong, who will provide some financial context and color on some of the most important themes of unlocking shareholder value. I'll then come back and provide some further commentary on our lines of business. Eva?

[Eva Fong, executive]

Thank you, Hamed. I'm pleased to report that we had very strong results for the 3 months ended June 30, 2024. Our revenue grew by 42% to $243.1 million, and our adjusted EBITDA grew by 11% to $30.9 million. Our overall second quarter results were very positive. I won't go into too much of the financial details as they are available on SEDAR+, but instead, I will go through other key financial metrics in the next few slides.

WELL achieved record IFRS net income of $117 million in Q2 2024 compared to a loss of $2 million in Q2 2023. This increase in net income was largely driven by significant unrealized gains of WELL investment in HEALWELL AI. Our net income still remains positive even if we exclude unrealized gains from our investments in Q1, which shows the progress we are making overall.

Notwithstanding this, we think that what is more important than the share price gains HEALWELL has made this year is an incredible improvement it has made in terms of its business execution and fundamentals. HEALWELL's current run rate revenue is already surpassing $65 million and it's projected to be approaching $100 million by the end of the year on a run rate basis.

HEALWELL has also given guidance for reaching profitability in 2025. This is pretty incredible for a company that has less than $10 million in revenues just 10 months ago. At a time line, we may be approaching a period of recession and deflation, it is important to note that HEALWELL is a technology company that is serving the life sciences sector with very steady, resilient and defensive revenue streams. This includes doctors, clinicians and hospitals for its co-pilot products and the pharmaceutical industry with its real world evidence, scientific research and clinical trials orchestration services.

We expect to exercise our call option within the next few quarters, which will further increase WELL's economic and voting interest in the company and will end up period of measuring of the unrealized gains on our books.

As for the adjusted net income, which adjusts out all unrealized gains such as the HEALWELL share gains recorded in our IFRS net income, it is important to note that we are making progress. I'd like to point out that last year in Q2 2023, we recorded adjusted net income of $14.4 million. However, this included a onetime realized benefit of $3.5 million worth of income associated with the termination of a management contract by one of the divestment partners of CRH.

See whenever CRH sells an anesthesia's asset, they typically retain a management contract that provides ongoing management fees. If such a contract is terminated, it accelerates the management fees owning. If one were to normalize for this onetime income last year, we will see a 13% year-over-year increase to this year's adjusted net income of $12.3 million.

As pointed out earlier by Hamed, WELL is extremely focused on it's per share performance metrics. It has had significant success with its revenue per share going from $0.16 per share in Q1 2021 to over $1 share -- per share as of Q2 2024. But we're much more focused on our adjusted EBITDA and adjusted shareholder EBITDA which removes the noncontrolled interest as well as free cash flow available to shareholders, which we consider to be the most important metric to track as a capital allocator.

WELL achieved free cash flow to shareholders of $8.7 million in Q2 2024. You'll notice that this shows a sequential decline compared to Q1 2024. This is mainly due to a fact that in Q2, we made 50% of our interest payments for the year for our convertible debentures in the amount of $1.9 million. Also, we were expecting to receive $2.3 million in tax credit in Q2, which were late and actually arrived just a few days ago here in Q3.

It is important to note that our Q2 2024 would have been closer to $11 million with these credits added, which would have been a 17% year-over-year increase. We're continuing to maintain our current guidance for free cash flow available to shareholders of approximately $55 million for the year, representing a 30% year-over-year increase, mainly achieved through cost optimization efforts. This is typically important given the current inflationary environment as we do also expect interest rate reductions in the coming months. We're projecting that an expected reduction in interest rates in the coming months will also help with our cash flow.

In the past, our focus on M&A has led us to rely on dilution to support our strategy. However, most of this solution has been associated with our acquisitions in previous years rather than our most recent ones, which is evidenced in the decline of our earn-out payments.

In 2022, we settled approximately $65.2 million in earn-outs and vendor take back notes and had 10.2% share dilution. In 2023, we reduced our deferred acquisition cost payments by about 55% to $29.4 million and reduced our dilution to 4.4%. Looking forward in 2024, our current expectation is that earn-out payments will further decline by another 20% to approximately $23.5 million, resulting in share dilution of around 3.3% in 2024.

As you can see, most of that has already been incurred, and we are only expecting a [indiscernible] dilution for the balance of the year. Our largest remaining major earn-outs pertain to Ocean, DoctorCare and MyHealth, as we have not committed to a new material earn-out arrangement since 2021.

As you can see, next year, we have a $10 million decline in performance earn-out payables and then again a major drop of another $10 million down to a very small amount in 2027. Please keep in mind that our performance earn-outs are tied to performance, so we would only be paying these projected figures if assets such as MyHealth, Ocean and DoctorCare, continue to perform, which we expect will be the case.

To further decrease our dilution, we are working on moving our employee incentive programs to be more cash based rather than share-based compensation programs, which we expect will result in an over 60% decline in share-based compensation awards in 2024 as compared to 2023, where we have some catch-up brands that exceeded our normal point grant schedule. We expect this will further decline in 2025.

While this increases our cash expenses, we are maintaining previous EBITDA and free cash flow guidance, which was recently increased last quarter. In Q2, there were no new incentive shares issued in the quarter. In terms of our share capitalization, as you can see, WELL actually reduced its fully diluted shares outstanding in Q2 2024. This is because we paid out all our time-based earn-out in cash and did not issue any new incentive shares in Q2 and WELL also purchased and returned 119,000 shares to tertiary in Q2 2024.

Last year, during Q2 2023, we have issued about 389,000 shares for acquisitions and earn-out payments. Following along with the focus of reducing share dilution as of the end of Q2 2024, the company has used its approved NCIB to repurchase 163,500 shares at an average price of $3.83. Our repurchases are methodical and continues as we believe that this -- they demonstrate a key focus on managing and reducing share dilution. Our intent is to continue to repurchase shares in the coming months and to extend our strategic alternatives processes, yield additional cash resources.

We will undertake to increase our buyback rate as the company's Board of Directors believe WELL's current share price does not adequately reflect the underlying value based on WELL's business prospects and financial position.

Looking at our balance sheet at the end of Q2 2024. While in the Q2 2024 with a solid balance sheet, as of June 30, 2024, WELL had cash and cash equivalents of $46.5 million. WELL continues to be in good standing and fully compliant with all covenants related with its 2 credit lines, JPMorgan in the U.S. and Royal Bank in Canada. The debt from the 2 credit lines was approximately CAD 289 million as of June 30, 2024. Look that the U.S. dollar did strengthen during the period, so it's important to note that we were able to reduce our U.S. debt facility from [ USD 162.3 million to USD 148.8 million ] during the quarter.

Whilst shareholder leverage ratio was 2.67x as at the end of Q2 2024 compared to 2.75x as at the end of Q1 2024. We define leverage ratio as net bank debt, less cash on hand, divided by shareholder adjusted EBITDA.

On a constant currency basis, our leverage ratio was [ 2.65x ]. Note that if one includes our convertible debentures, which are turned out for more than 2 years, our leverage ratio would be approximately 3.45x. Given our trajectory of improved EBITDA and capital efficiency, we are projecting improvements to our leverage ratio over the next couple of quarters.

Lastly, one housekeeping item before I turn the call back to Hamed. I wanted to provide some additional commentary on the buildup in our accounts receivable balance. As we noted previously, the CRH Anesthesia business has experienced delays in cash collections on anesthesia claims, including delay billing and as a result of its billing partner, Change Healthcare, who experienced -- who's experiencing a cybersecurity incident in February 2024.

CRH has continued to provide anesthesia services during outage. And as a result, accounts receivable relating to these claims has increased. Understanding the significant business interruption this has caused, Change Healthcare has provided advanced funding to CRH in lieu of the cash collections CRH would normally receive related to these claims with the expectation that upon resuming normal billing and collection activities. The advanced funding will be repaid as cash collections from payers and patients [indiscernible].

Given the contractual terms underlying advanced funding received, these funds have been recorded within other liabilities as at June 30, 2024, totaling USD 58 million. Hence the related increase in other liabilities during the quarter, which offset the increase in accounts receivables.

That is my financial update, and I turn the call back over to Hamed.

[Hamed Shahbazi, executive]

Thank you, Eva. Performance of our Canadian Patient Services business has been exceptionally strong, generating $76.7 million in revenue in Q2 2024, an increase of 42% from Q2 2023 and is ahead of our previous guidance of achieving $300 million in revenue in 2024.

Let's first look at the primary care segment as part of our Patient Services group. The company's primary care business unit generated revenue of $45.5 million in Q2 2024, an increase of 83% compared to Q2 2023. This increase relates primarily to the acquisitions of MCI Ontario and Alberta based medical clinics and the large Manitoba Clinic as well as strong organic growth in existing clinics, including the impact from clinic absorptions over the past 12 months.

We are now very closely watching our 2023 cohort of clinic absorptions and acquisitions. Included in the 2023 cohort is the large Manitoba Clinic and the MCI Ontario clinics. Recall these clinics were not profitable and caused downward pressure on our EBITDA margins in Q4 of 2023. I'm proud to announce that the digitization and transformation efforts at these clinics is running ahead of plan. And as of today, both Manitoba Clinic and MCI Ontario clinics are running at positive adjusted EBITDA. Going forward, we expect to continue to increase EBITDA margins of these clinics over the next year.

Our outlook for primary care continues to look strong for the third quarter and beyond, notwithstanding the transformation and digitization work that we are doing on the acquired Shoppers Drug Mart clinics, which have had a temporary negative impact on our P&L. As we go through the process of digitizing and modernizing these clinics, we expect them to become profitable in 2024. And in fact, we are ahead of plan with our work as we are almost at breakeven at these clinics.

Note that we have owned them for less than 100 days. And when we purchased them, they were significantly negative. So we're very pleased at the progress that we've made here. I will reiterate that we believe primary care will maintain strong absolute and organic growth through 2024 and beyond.

Our recruitment absorption and M&A pipelines are very strong and have more than 50 clinics in various stages of pre-LOI DD, LOI and post LOI DD. We believe this is directly correlated with the challenges doctors are feeling in the marketplace and WELL's growing brand recognition and ability to execute.

And now a few words about WELL Health Diagnostic centers. WELL Health Diagnostics had a very strong Q2 2024, achieving a total of 172,000 patient visits and record quarterly revenue of $31.2 million, an increase of 7% compared to Q2 2023. Q2 has historically been and continues to be our strongest quarter in this line of business. This performance was driven by organic growth from the expansion of services as well -- and health care providers.

We note that both adjusted gross margin and adjusted EBITDA as a percentage of revenue decreased compared to the same quarter in the prior year due to the higher-than-normal EBITDA in the second quarter of 2023 as a result of higher diagnostic consultations in our high-margin nuclear medicine line of business and availability of materials, and lower direct costs due to stock incentives provided to physicians to our earn-out partners of the company, which also occurred in Q2 2023.

Second quarter is seasonally our strongest quarter, which is followed by a slower third quarter. For the full year 2024, we are expecting that our WELL Health Diagnostic centers to achieve another year of record revenue in EBITDA. In addition, Cancer Care Ontario has decreased the eligibility age of breast cancer screening from 50 to 40 years of age, which comes into effect in the fall of 2024. This should result in a material increase in demand in mammography screening and overall improvement in Ontario patient care in Q4.

In terms of M&A, we continue to have strong discussions with various players in the industry with the hopes and intentions of expanding our diagnostic centers to more provinces and sites in 2024 as well as in Ontario.

I'll now discuss our U.S. businesses. First, WELL Health USA, which includes CRH and provider staffing. WELL USA increased revenue in Q2 2024 to $93.3 million compared to $63.4 million in Q2 in the previous year. Last year's EBITDA included $4.7 million in revenue directly related with divestment-related impact. If one were to adjust -- Eva has referenced this in her script. If one were to adjust for this, adjusted EBITDA would have increased 7% to $19.6 million.

CRH has completed the first half of the year now with a full year of integration and operations following the July 2023 acquisition of CarePlus Management. You will recall CarePlus included a traditional practice of anesthesia serving 14 locations. These have now been fully integrated and operate under CRH Anesthesia. CarePlus Management also included the Radar provider staffing business, which is a premier and trusted staffing and locum tenens business, specializing in anesthesia across the lower 48 states.

This business continues to be extremely complementary to CRH's legacy anesthesia business and provides high revenue growth along with many operating synergies. We expect growth of this segment to continue within anesthesia as well as our plans to expand to other health care specialties.

Due to health insurance and payer mix shifts, along with patient deductibility -- deductibles, pardon me, generally being met in the last half of the year, we expect both growth and profitability to accelerate in the second half of the year, in line with our seasonal norms.

And now for Circle Medical, where growth accelerated in Q2. Circle's revenue surged to $32 million in Q2 2024, an increase of 53% compared to Q2 2023. It's important to note that we're seeing this along with margin expansion, which is generally not what our competitors are seeing in the industry. Gross margins grew by 500 basis points from 49.4% to 54.4% on a year-over-year basis. Comparatively, if you look at Teladoc, for example, they're citing higher customer acquisition costs which is putting pressure on their margins, while Circle Medical is experiencing lower customer acquisition costs.

Circle's organic growth was driven by strong patient acquisition, coupled with an expansion of its provider network, we now -- which now consists of 547 medical providers. Looking beyond Q2, the future looks bright. You may have seen that we released a corporate update specifically to update shareholders on Circle Medical yesterday and that the company announced that its revenue in July was a record USD 8.87 million, representing more than 60% increase compared to the same month last year.

This means that Circle Medical has now achieved and exceeded the important milestone of USD 100 million run rate while maintaining gross margins of approximately 55%. The company has positioned itself for continued growth with key hires and partnerships. In particular, it is increasing its investment in AI technologies with a focus on leveraging its growing base of data to deliver better care at scale.

In July, Circle hired its Head of AI, Miguel Jette. Miguel has over 20 years' experience in the field of AI and he most recently was the VP of AI at Rev, a speech technology company, where he built the world's most accurate speech to text engine and previously served as speech scientist at Nuance. Miguel will also lead the company's partnership with Mila, Quebec Artificial Intelligence Institute. Mila is the world's largest academic research center for deep learning, bringing together over 1,200 specialized researchers in machine learning.

Another key hire is the return of Brent LaRue to Circle Medical in the role of VP of Product and Patient Experience. Brent's return to Circle signals a renewed focus on product design as a core competency, which will drive further usage and engagement.

For Q3, we expect another record revenue quarter with positive adjusted EBITDA as the business goes from strength to strength and we will -- and we reiterate our previous guidance of Circle expecting to be positive EBITDA for the year.

And now an update on Wisp. I'm pleased to report that Wisp reported adjusted -- positive adjusted EBITDA in Q2 '24 with revenue of $24.3 million, an increase of 27% from Q2 2023. More importantly, Wisp improved its profitability with adjusted EBITDA increasing 225% compared to Q2 last year. Adjusted gross margins improved this quarter compared to the same quarter last year due to better pricing negotiations with pharmacy partners as well as prior margins were negatively impacted by significant outage at one of the company's main pharmacy partners.

As far as product development is concerned, Wisp has been very busy with its fertility vertical with pre IVF prescription offering. It has also launched its new UTI Care Kit, while also expanding at home diagnostics, which will be foundational to establishing a longitudinal care model in key new product launches by the end of the year.

In July Wisp Plus was also launched and has seen strong early traction as an annual membership program where patients can access discounts on products as well as exclusive services, think Amazon Prime for Wisp. For Q3, we expect Wisp to see continued growth as the business ramps up marketing spend to lean into summer seasonality.

And finally, our SaaS and Services Provider Solutions business. Our SaaS and Technology business experienced a revenue increase of 27% in Q2 2024 compared to the previous year. primarily due to the company's cybersecurity division, where external revenue increased by $4.2 million due to acquisitions and timing of larger software project awards. Excluding cybersecurity, revenue from the continuing platform business, meaning excluding Intrahealth, which was sold to HEALWELL in Q1, increased by 22% to $10.4 million. It should be noted that all increases in revenue in this segment were almost entirely organic as there have been no material acquisitions in the last year.

On July 10, 2024, we announced the approval of a historic $44 million project, Health Compass II, the largest digital supercluster project ever awarded in advance -- to Advance AI-Powered Tech Enablement for Care Providers. This initiative led by WELL and its consortium partners aims to enhance AI and interoperability in Canadian Health Care. As a lead commercialization partner and first customer, we will provide expertise and interoperability, enabling the development of new AI tools to support health care providers.

Furthermore, this quarter, we announced a 5-year collaboration with Microsoft to enhance digital health care across North America, integrating Microsoft's cloud and AI with WELL's platform. This partnership focuses on elevating WELL's scalability and operational efficiency, aiming to transform health care delivery for large enterprises, including the public sector. The collaboration will also modernize WELL's cloud infrastructure, optimize costs, secure data and integrate Azure OpenAI service to advance health care solutions.

Before closing, I want to talk about our path to control investments with HEALWELL AI. When WELL cofounded HEALWELL AI just 10 months ago, its revenues were less than $10 million. The company now has just shy of 400 employees and has surpassed a $65 million revenue run rate, as Eva mentioned earlier, and has provided guidance to approach $100 million by the end of the year, setting the stage for being profitable in 2025, which will be just in time for us to complete our path to control.

The company has significantly increased its balance sheet at just this past quarter between reductions in liabilities and new capital injected, there was $43 million of positive impact to its balance sheet. More importantly, the company has established itself as a leader in leveraging artificial intelligence to unlock the value of data for 2 key audiences: health care workers who need co-pilot technologies to better detect disease and pharmaceutical companies who need better real-world evidence and improvements to their research and development processes, leading to better clinical trials orchestration.

In fact, HEALWELL is starting to do for CROs or clinical research organizations, what WELL has been doing for health care clinics, which is to modernize and digitize them. This is a trend that we believe will drive the company to hundreds of millions of dollars in revenue and significant profits in the coming years.

HEALWELL CRO has already served more than 250 pharmaceutical clients. When one starts to combine the ability for HEALWELL AI to find patients, and support the pharmaceutical industry with the next-generation patient finding technology with the vast network of clinical data at WELL, together, we have something truly valuable and globally relevant.

We're pleased to remind shareholders that WELL has a call option on 30 million multi-voting shares of HEALWELL, which will give WELL voting control over the company when exercised. We anticipate doing this at some point in time in 2025. HEALWELL will continue to operate as a stand-alone public company, but we will then add all of HEALWELL's top and bottom line activity to WELL's IFRS statements. We look forward to this.

In summary, we're very pleased with our financial performance thus far in 2024 and look forward to delivering strong results for the remainder of the year. Our outlook remains very positive. Hence, we are improving our guidance as previously noted. We have a committed and disciplined team to ensure we can execute on our objectives, including our very important strategic initiatives designed to realize sum of parts value, which we believe is central to our plan to drive shareholder value.

Finally, I want to thank you all for joining us on this call and joining us on this journey. We're thrilled that we get a chance to speak to you and do our best to deliver shareholder value, we're confident that with your support, we will be successful together.

I would like to thank WELL's senior management team and all our employees and contractors for their tremendous effort, in particular, I'd like to thank our team of health care providers and other frontline workers who provide unbelievable patient care. They are the true heroes of our business, and it's our honor to support them.

And with that, we'd be pleased to take some questions. Operator?

[Operator]

[Operator Instructions] Your first question comes from the line Rob Goff from Ventum.

[Rob Goff, analyst]

Congratulations on the quarter. A lot was in there. Perhaps, I'm sure there'll be a lot of questions on Circle. Can you perhaps talk to the ramp-up in growth? Because I know from your release that July saw a year-over-year growth of 65% versus the 53% in the quarter? And perhaps could you dive into the impact of the -- or the plans for the hires and the partnerships within that?

[Hamed Shahbazi, executive]

Yes. Look, I mean, last year, we had made a significant number of investments. As you may remember, it did affect our EBITDA. In fact, this is a -- this past quarter, when you look at the comparatives in the year before, there's a stark difference in terms of not only growth rate but also profitability. So Circle not only surge in profitability and some margin expansion, but it was also able to see a lot of that fall to the bottom line. So we're very pleased with that.

Again, there was just a lot of work that we did this past year in making investments in the company's technology. We also invested in a clinical network that was costly and time-consuming and just a heck of a lot of work to stand up. But it's there now, and we are a hybrid care provider, which -- and not just a pure telemedicine provider, which I think is incredibly important.

So yes, we're very optimistic for the future. And the company just has always been very strong in technology. They have a very -- we kind of refer to them as a full stack primary care company. They're very much an advanced technology company. They've essentially built their own EMR minus the billing component. So there's just a lot there, and I think their ability to execute on AI will be noteworthy. So yes, we're quite excited, especially as we start to consider strategic alternative for Circle Medical. We believe they're trending at the right time.

[Rob Goff, analyst]

And if I could, on the SaaS and Service Provider Solutions, the consideration of spinning out a noncontrolled position. I think it has both for surfacing value within the sum of the parts, but also it establishes the currency, where I presume there are a number of acquisition candidates out there?

[Hamed Shahbazi, executive]

Yes, you nailed it, Rob. If you look at how we built our SaaS and services division, it was through a number of different acquisitions. We consolidated a kind of a cottage industry of OSCAR service providers, and we've integrated those successfully. And this business is operating incredibly well. When you look at the financial profile we described as a company in terms of growth profitability. And we have not made a material acquisition in quite some time.

And so given the prospects that this company has given -- even also just the scarcity value of having an asset like this on the Canadian capital markets, we think that it generates a lot of momentum likely results in significant value increase as well as creating new currency that will benefit not only WELL Health, but also its ongoing business. So we're very pleased with this and currently putting together and architecting the plan and establishing timing.

[Operator]

And your next question comes from the line of Michael Freeman from Raymond James.

[Michael Freeman, analyst]

Congrats on a really strong quarter. I'm going to ask another question on the plan to spin off the provider services business. I wonder if you could update us on potential time lines and progress down this path. For instance, like are there revenue thresholds that you'd like to surpass before undertaking this? And like I recognize that you would be potentially going public with the noncontrolling float out there. What risks do you see in spinning this out given that these provider services provide sort of the backbone to WELL's core business of Canadian clinics.

[Hamed Shahbazi, executive]

Yes, Michael, thanks for the question. I tried to answer some of that proactively in my script. But because of the strong control that we will exercise on a controlled public company, we don't really see any changes that would occur operationally. All of our relationships from an intercompany perspective, today already have intercompany agreements. Those intercompany agreements would endure. So nothing would change there. We effectively see our -- we've always seen our clinics as being kind of customer #1 for our platform and Provider Solutions group, that would continue.

Right now, from a timing perspective, we are thinking of H1 2025. So it's not that long from now. We believe based on some of the organic growth and M&A activity that we're looking at, that it's likely that 2025 will be a $50-plus million revenue business for this segment. And if you kind of look at the growth and the profitability, I mean, this is right now a rule of 50-plus companies. But I think this can be a reliable rule of 40-plus company for quite some time.

[Michael Freeman, analyst]

Okay. And if I could ask one more question. I guess -- we noticed that there is a legal matter regarding Wisp that resulted in a settlement subsequent to the quarter. I wonder if you could provide a bit of detail on that? And also, I guess, and if we can expect any further actions or if the settlement concluded the matter? And I wonder how this legal matter factored into the ongoing strategic process for Wisp?

[Hamed Shahbazi, executive]

Yes. Thanks for asking. Yes, we're really pleased to have resolved the Pixel matter. We have settled both the class action and the mass arbitration items, and we will have almost the vast majority of that covered by insurance. We're currently finalizing our discussions there. So ultimately, any portion that's not covered by that should be fairly small and consequential to with financials. So that's a real big win. We're very happy about that. Our legal and compliance teams did a great job.

This was not really a factor in our strategic alternatives. We believe Circle and Wisp are both great businesses with fantastic prospects. They're growing organically. They're profitable. They have excellent scalability prospects. And we don't need to sell them or consider strategic alternatives for them.

But we believe that it makes sense to really go out there and see what opportunities are there in light of the call option processes that we have this year that will likely conclude in the next 12 months. So that was really more what was driving the strategic alternatives as opposed to any kind of legal matter. But yes, I'm glad you brought it up because it is a great development that we were able to settle those matters in an advantageous manner.

[Operator]

And your next question comes from the line of Christian Sgro from Eight Capital.

[Christian Sgro, analyst]

When we think about the divestments of the U.S. telehealth businesses and now maybe the Provider Solutions spin out, what do you think would be the key use of proceeds for the business? And if it is debt repayment, comment you get down below a ratio you're comfortable with at that point under the core WELL business, would you get more acquisitive? Would you invest more in growth? Like what do you see as the plan a year out from now when things have been sold or are on the other side of some of these transactions?

[Hamed Shahbazi, executive]

Yes. Thanks, Christian. Good question. I referenced it a little bit in the script, but look, beyond debt repayments and potential special buybacks, we do have a pipeline of acquisitions that we'd like -- that we sort of put to the side for now that is a bit bigger than we would like to prosecute with our current cash reserves. As you know, as I'm sure everyone can tell by this presentation, we're just very, very focused on running a very tight ship as it relates to dilution. So we don't want to materially increase our debt. We believe that rates are likely to come down. So that will be an influence if that occurs.

But there are -- as this cash becomes available, we believe that we'll be able to reallocate it in extremely accretive faction in the Canadian Health Care landscape. Keep in mind right now, we're acquiring the lowest cost assets that we can find that makes sense for where we're at from a balance sheet perspective. But there are other opportunities, particularly in the diagnostics space, and they're rich opportunities, and they're out there. And we -- so we believe that we could dramatically improve revenue and EBITDA by prosecuting those.

So again, we're excited about that. But we will only do it if it makes sense. As I mentioned, Circle Medical and Wisp are doing extremely well, and we'll continue to grow these businesses over the next little while, while we work with the capable advisers that I mentioned.

[Christian Sgro, analyst]

Perfect. And my second question is related, and you started to get [indiscernible] Hamed. But in terms of M&A priorities in the near term, what you would acquire in the next quarter or 2? Would you say the Canadian clinic program is the focus for now, again, in Canada, north of the border? Or would you see these other targets you've got in the pipe in the near term? Just what are your thoughts there, I guess, for the next few months?

[Hamed Shahbazi, executive]

Yes. Yes. Look, I think the Canadian Clinic Program is very strong right now, not only because of where the cost of the assets are, but really our confidence with clinic transformation. As you can see now, we've been delivering some pretty good reports in terms of what's happening with those legacy MCI clinics, Manitoba clinics, the Loblaw Shoppers clinic. So we have a lot of confidence in what we're doing. And really, there's not many others in the country that have been able to demonstrate this sort of growth. So -- and improvement.

So that's definitely something that we'll continue to do, and we see other distressed or quasi distressed situations out there that we're investigating. And we also see some -- just a really well-run businesses that are more in the specialist and diagnostics center side of things where, again, I think as we bring on more capital, we'll be very happy to take on. We'll take on some of these notwithstanding any kind of material divestments because we think that it's important to continue to lean into some of those opportunities.

Keep in mind as well that we're now starting to establish a pipeline for the Provider Solutions, SaaS and technology segment. We'd like to ramp this back up. And with the view now that we will have a stand-alone public company, we believe that there's opportunity to create some currency even before go public initiative potentially even through a direct investment into that entity. So we've now started to establish a pipeline there. So I think you'll start to see our digital acquisitions, start just to speed up again. So we're very pleased to be doing that as well.

[Operator]

And that concludes our question-and-answer session. I will now hand the call back to Mr. Hamed Shahbazi for any closing remarks.

[Hamed Shahbazi, executive]

I'd like to thank everyone for their great questions and all their support today. We hope that you liked the slides and the updated presentation approach, and we look forward to great updates over the next several weeks and months in different lines of our business. And thank you. I hope you stay safe. We'll speak to you in November.

[Operator]

And that concludes our conference today. Thank you for participating. You may all disconnect.