WELL Health Technologies Corp

TSX:WELL

Earnings Call Transcript 2024-Q3

[Operator]

Welcome to the WELL Health Technologies Corp. Third Quarter 2024 Financial Results Conference Call. My name is Ina, and I'll be your operator for today's call. [Operator Instructions]. Please note, this conference is being recorded. I'll now turn the call over to Tyler Baba, Manager, Investor Relations. Mr. Baba, you may begin.

[Tyler Baba, executive]

Thank you, operator, and welcome, everyone, to WELL Health Fiscal Third Quarter Financial Results Conference Call for the 3 months ended September 30, 2024. Joining me on the call today are Hamed Shahbazi, Chairman and CEO; and Eva Fong, the company's CFO. I trust that everyone has received a copy of our financial results press release that was issued earlier today. .

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

We provide forward-looking statements solely for the purpose of providing information about management's current expectations and plans relating to the future. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions, assumptions or circumstances on which any such statement is based, except if it is required by law. We may use terms such as adjusted gross profit adjusted gross margin, adjusted EBITDA, adjusted shareholder EBITDA, adjusted net income and adjusted free cash flow on this conference call, all of which are non-GAAP and non-IFRS measures. For more information on how we define these terms, please refer to the definitions set out in today's press release and in our management's discussion and analysis.

The company believes that adjusted EBITDA is a meaningful financial metric as it measures cash generated from operations, 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, executive]

Thank you, Tyler, and good day, everyone. We appreciate everyone for joining us today and discussing our Q3 2024 financial results. The third quarter of 2024 was one of the best quarters in the history of the company by just about every objective and important metric. Well delivered record quarterly performances for revenue, adjusted EBITDA, free cash flow, patient visits and organic growth. We're also pleased to report that we surpassed $1 billion in annualized revenue run rate, one quarter ahead of our previously stated plan. Just to put this in perspective, 5 years ago, in the same quarter, we reported [ $8.189 ] million in quarterly revenue, which reflects an annualized revenue run rate at that time of $32.8 million. Our current run rate represents a 30-fold increase over 5 years.

Also in the same quarter 5 years ago, we reported an annualized adjusted EBITDA loss of approximately $2 million. While this quarter, our results reflected more than $130 million in annualized positive adjusted EBITDA. These record results were driven by robust revenue growth of 35% in our Canadian patient services business and 23% overall organic growth, which would have been 18.1% without Canadian clinic absorptions. Both our U.S. and Canadian businesses grew extremely well with the U.S. business growing at 25% and the Canadian business growing at 22% organically. If one were to strip out absorptions as part of the Canadian business organic growth, the result would have been 7.4%.

WELL delivered $32.7 million in adjusted EBITDA, which I noted earlier was our best ever performance. This reflected 16% year-over-year growth and 6% sequential quarter-over-quarter growth. Our growth rate of 16% in adjusted EBITDA was twice as much as the adjusted EBITDA growth of 8% that we experienced in full year 2023. In addition, WELL's adjusted free cash flow to shareholders increased by 69% in Q3 compared to Q3 of last year. And 85% quarter-over-quarter as compared to Q2 2024. The free cash flow figure of $0.065 per share was the highest ever quarterly performance we've ever delivered on free cash flow, which was mainly driven by our improved EBITDA performance.

We also paid down a significant amount of debt during the quarter and improved our leverage ratio to approximately 2.5 as compared to 2.67 in the prior quarter of Q2 2024. As a reminder, this is based on net covenanted debt to shareholder EBITDA. If you incorporate our convertible notes, which are termed out for another couple of years, our leverage ratio ended up at 3.26 for the quarter. Overall, we're pleased to report that all our business units are performing exceptionally well, and we anticipate closing out 2024 with continued strong execution across the board. Thus far, we've had an intense focus on enhanced profitability, capital efficiency and organic growth.

Let's move to the next slide, to operational highlights. As you're all aware, the centrifugal force that drives WELL is our health care providers and we're committed to serving and supporting them. At the end of Q3 2024, WELL, that work included 4,000 providers and clinicians delivering care across our physical and virtual clinics. Of that number, I'm proud to announce that we now have almost 2,500 providers, which includes doctors and other care staff serving patients within our well-owned clinics in Canada, which includes approximately 1,000 physicians, which is just over 1% of all the physicians practicing in the country.

In addition, there are more than 38,000 providers benefiting from our SaaS and technology services, most of which are physicians. We estimate that well over 1/3 of all physicians in Canada touch our digital platform in some way. As we enhance our additional offerings and provide leading AI inspired products and services, we can see the increasing importance, relevance and role that our company is playing in the country's health care ecosystem and were determined to make a positive impact.

WELL achieved a record 1.5 million patient visits in Q3 2024, an increase of 41% as compared to the previous year, representing 5.9 million patient visits on an annualized run rate basis. Patient visits had 31% organic growth. Patient visits were comprised of 798,000 patient visits in Canada and 682,000 patient visits in the U.S. Canadian patient services visits increased 46%, while U.S. patient visits increased 35% on a year-over-year basis. On an organic basis, Canadian patient visits grew by 26%, including absorptions and 6% without absorptions, while the U.S. figure was all attributable to organic growth without any absorption volume.

Total care interactions, which is defined as total patient visits plus technology interactions plus biller provided hours, billed provider hours were $2.2 million in Q3, which was a 41% increase compared to Q3 last year and represented 35% growth. As far as our annual guidance, we are very pleased to increase our 2024 annual revenue guidance to between $985 million to $995 million. This increase in guidance reflects recent clinic acquisitions and healthy organic growth. This revenue guidance does not include any unannounced acquisitions. We are maintaining our annual adjusted EBITDA guidance, which is expected to be the upper half of $125 million to $130 million. We increased our annual revenue guidance but maintained our adjusted EBITDA guidance because we added three primary care clinics in Q3, which contributed to revenue but had marginal impact to EBITDA. Plus the negative impact of hurricanes to our CRH business otherwise would have -- in which otherwise we would have likely raised as well.

Our annual guidance for adjusted free cash flow available to shareholders is expected to be approximately $55 million in 2024. Due to our strong cash flow this year and as we enter into a lower interest rate environment, we are currently evaluating our use of cash in these last couple of months of the year. Hence, we may choose to increase our capital expenditures in Q4 with higher capitalized development costs related to our AI product development and additional capitalized equipment costs to support our clinic transformation efforts.

In addition, cash flows in Q4 could also be impacted by the timing of some of our tax payments. Notwithstanding, we're still expecting this to be our best...

[Technical Difficulty]

[ We're back ] -- which reflects the largest number of signed LOIs and definitive agreements in the company's history, two, our strategic review processes for Wisp and Circle; and three, a potential spin-out of our Provider Solutions business unit.

Next slide, I first like to really discuss the opportunity to consolidate in the health care market. WELL is uniquely positioned in the fragmented health care industry, leveraging our scale, technology platform and deep industry expertise to tap into market opportunities that are ripe for growth. The Canadian health care market, particularly in physician spending represents a significant opportunity of the $40 billion in physician spending across Canada, WELL currently has approximately $400 million worth of market share in its Canadian business.

This not only includes our clinical revenues but also our revenues attributable to services that we are providing to providers that are being paid for by providers themselves as they get paid by the single-payer system. This represents a fraction of what's possible, underscoring the immense potential for growth and the opportunity we're targeting. Our long-term goal is to grow our business to $4 billion in revenue, which is approximately 10x our current business. It's important to note that though this is our annual -- this annual spend is growing. So once we hit $4 billion, we expect that this will happen within 10 years, we will still only represent about 5% market share in the physician pay market.

If one were to include the recently announced acquisition of Jack Nathan Health clinics, we would own and operate almost 200 clinics across Canada. This is a small number when compared to the total number of health care clinics across Canada of over 20,000. We see this fragmented landscape primed for consolidation. This opens up new possibilities for WELL to expand our footprint and strengthen our market presence by bringing efficiencies and innovation to the industry. WELL is the undisputed market share leader and is larger than the next five competitors combined. We are seeing limited competition for the acquisition of clinics across Canada. We have now been able to acquire and positively transform health care clinics from a number of companies, including CloudMD, MCI Onehealth, Shoppers Drug Mart and others. We succeeded where others have struggled mainly because of our scale, our expertise and our proprietary technology solutions. We know how to digitize and optimize these acquired clinics and how to make these clinics operate efficiently. Additionally, the capital required to acquire these primary clinics in Canada is very low currently, especially under our absorption model.

Finally, we've also introduced a new affiliate model for Canadian clinics, which is a high-margin opportunity for WELL. I will discuss this affiliate model later on in our presentation.

If you can go to the next slide, as you can see from these charts, the historical performance of our Canadian Patient Services business has been exceptionally strong. This year, we will candidly beat our guidance of over $300 million in Canadian clinic revenue. Over the past 4 years, our Canadian clinics business has had a 47% CAGR. Similarly, the adjusted EBITDA attributable to our Canadian clinic business has grown at a CAGR of 42% and will start to approach a $40 million EBITDA mark on a stand-alone basis. Our Canadian clinics have grown to 185 at the end of Q3 compared to 128 in Q1 2022, but will likely substantially increase as we aim to complete many of the deals in our M&A pipeline over the next two to three months. A critical component of our capital allocation strategy is our Canadian clinic absorption model. The clinic absorption model is a very unique and highly efficient growth strategy for WELL, as it's really mostly an extension of our own organic recruitment efforts. This strategy came about as our recruiters would contact physicians and have them come over to the WELL network.

We started to hear about entire clinics wanting to come on board and have WELL take over the lease of their clinic and provide operational management such that doctors could focus on providing care. There's very little or no capital costs required in most cases, which is why we include this model in our overall organic growth figures. This model is gaining momentum as doctors across Canada are seeking us out to join the WELL network and take over the operations of their clinics. We are attracting these doctors and their entire clinics because of our national footprint, strong brand recognition and our valuable tech stack of software tools and services.

We consider a clinic to be under our absorption model if we are acquiring clinics for less than 0.02x revenue compared to our regular M&A program where we may pay up to 0.5x revenue or in the range of 3 to 5x EBITDA. Since 2023, we have absorbed a total of 37 clinics representing $46 million in revenue with approximately $600,000. These metrics represent a phenomenal consolidation opportunity. The 37 clinics are now operating at an approximately 4% adjusted EBITDA margin, and we have confidence that all of them will eventually be over 10% operating margins. We have a significant long-term pipeline of absorption opportunities. Generally speaking, we aim to improve the operating margins of these clinics by at least 1,000 basis points within 1 to 2 years.

WELLs clinic business continues to deliver a solid pretax unlevered return on invested capital, or ROIC, of 14%. This strong pretax unlevered ROIC reflects WELL's ability to efficiently generate value from its investments in health care services, a 14% pretax unlevered ROIC indicates that WELL consistently creating returns well above its cost of capital, demonstrating the company's disciplined approach to capital allocation and operational execution. Our historical ROIC in our primary care network is even better achieving figures of approximately 24%. Demonstrating our ability to consistently create value. The high ROIC return to primary tariff reflective of the lower cost to acquire clinics across Canada and our ability to successfully generate cash flows from these clinics post acquisition.

Note that in the past, our cost to acquire were higher, and it would take us longer to transform clinics. As time passes this figure should improve given that our costs have reduced and our ability to execute has improved.

The WELL health diagnostic network has achieved a historic growth of 11%. The diagnostic network has a lower ROIC because we have not done any tuck-in acquisitions after acquiring the platform in 2021. Generally, ROIC improvements happen after improving economics through tuck-in acquisitions, which we've just started and completed our first tuck-in acquisition under MyHealth earlier this fall with the acquisition of Alberta-based fee Health. Looking forward, we expect our primary care ROIC to continue to rise over time, driven by high-return tuck-in acquisitions, organic growth and clinic transformation efforts using its latest generation of AI-enabled technology tools. Primary care ROIC continues to benefit from the absorption model, which has an extremely high ROIC. We also expect the WELL Health diagnostic ROIC to improve as we do more acquisitions.

Our current pipeline of Canadian opportunities is robust and very active. In total, across the entire organization, we have 17 LOIs and deals pending close, including a 11 clinics Canadian LOIs, representing -- altogether representing over $100 million in annual revenue, which would not be dilutive to current operating margins on a total basis. The 11 Canadian clinics signed otherwise represent 20 clinics and approximately $41 million in annual revenue. In addition, we have more than 30 clinics and pre-LOI review right now. We continue to seek more absorption clinics. We believe this is directly correlated with the challenges doctors are feeling in the marketplace and WELL's growing brand.

And now to talk a little bit about clinic transformation. When we acquire or absorb a primary care clinic. They're typically operating at breakeven from 1% to 3% EBITDA margins or even slightly negative EBITDA margins. Through the clinic transformation process, we implement several technology solutions and processes, including online patient booking, waiting room automation, workflow optimization, accounting shared services virtual care, billing improvements as well as our AI suite, which is currently unmatched by any other market participants. We wanted to update shareholders on our 2023 cohort of clinic absorptions and acquisitions, which included the large Manitoba Clinic and the MCI Ontario clinics, you may remember these transactions from last year. These clinics were operating at negative EBITDA margins and caused significant downward pressure on our EBITDA margin in 2023. The entire cohort of 2023 clinics was operating at an average adjusted EBITDA margin of negative 1.6% at the time of close. This cohort is now operating at approximately 6.6% adjusted EBITDA margins, an increase of 820 basis points. This includes a revenue bump from a provincial retro billing payment. Without this bump, the adjusted EBITDA margins would have been 5.7% attributable to just the clinic transformation efforts. As noted before, our goal is to improve profitability in the acquired or absorbed clinic such that the operating margins can be approved by at least 1,000 basis points within 1 to 2 years and ultimately have them all operating at over 10% operating margins and closer to 20% for specialized care clinics.

With digital efforts of the clinic transformation team, we expect adjusted EBITDA margins of this cohort to continue to increase over the next year. In addition, I'm pleased to announce that we recently signed an agreement with a large Canadian health care REIT who has agreed to have one of their managed clinics joined WELL as an absorption opportunity.

Now I'd like to talk a little bit about our proposed acquisition of Jack Nathan Health. Earlier this week, we announced this proposed acquisition, which was of the clinical assets from the -- Canadian clinical assets from the Jack Nathan Medical Corp, subject to shareholder approval this acquisition entails the acquisition of 16 primary care clinics across 13 Canadian cities, which generated over $10 million in revenue over the past 12 months and add 90 physicians to WELL's owned and operated clinic network. These newly acquired clinics are located within Walmart superstores, providing convenient access to care in densely populated regions. WELL expects to leverage its shared services program and clinic transformation initiatives to improve efficiency with a focus on achieving adjusted EBITDA profitability within 2025. This proposed transaction also includes the acquisition of Jack Nathan's license fee portfolio of 62 locations within Walmart locations.

Historically, the idea behind these clinics is that Jack Nathan would recruit doctors and place them into these locations. And receive a licensing fee or rent from them. WELL sees value in this business model as it generally does not aim to own and operate smaller clinics and thesis as an opportunity to leverage this acquired portfolio as a platform to grow new high-margin primary care affiliate clinics as a business model for WELL. In WELL's case, this model wouldn't just involve recruiting and placing physicians into smaller clinics. It would also involve providing a comprehensive technology platform that will help physicians simplify their operations. This would include tools provided by WELL provider solutions such as EMR or revenue cycle management or cybersecurity, physician-focused AI tools such as decision support or virtual care tools, the affiliate clinics will provide WELL with a high-margin revenue stream that is highly scalable.

On closing, WELL, we'll acquire Jack Nathan's rights to operate medical clinics in Walmart Canadian stores, creating a platform to expand its network within Walmart Canada's footprint of over 400 Canadian locations. Further solidifying WELL's position as the largest clinic owner operator in Canada and aligns with its long-term goal of establishing a cohesive well-integrated and Canadian network of health care clinics. WELL expects that a material number of these locations will over time become either licensee, owned or owned and operated by WELL. In fact, our goal in the future will be to provide improved accessibility for patients to WELL's owned and operated network as well as affiliate clinic network where providers would be able to securely access and review patient charts as required by patients.

And now I'd like to talk a little bit about our Weight Care initiative. Earlier this week, Wells Virtual Care platform [indiscernible] Health launched a new weight loss [ N ] GLP-1 program, GLP-1 medications and therapeutics, as you may know, are known as glucagon-like peptide one receptor antagonist. They've shown remarkable results in treating obesity and type 2 diabetes and help millions of people globally already. These drugs have known -- have been shown to have other positive effects such as reduction in blood pressure, reducing the risk of heart attacks and strokes, improving lipid disorders, improving fatty liver disease and reduce the risk of chronic kidney disease. GLP-1 drugs are also being studied as a possible way to prevent neurological diseases like Parkinson's or Alzheimer's. We're very pleased to offer this program. WELL has licensed health care providers who are here to guide patients through their weight loss journey, helping them achieve their goals with science-backed weight loss consultations. Our providers created plan tailored to the patient needs, which may include recommendations for diet changes and exercise and may prescribe Health Canada approved medications like GLP-1 treatments. Our doctors may prescribe a variety of weight loss medications, including -- and depending on the patient's needs, including Wegovy, Ozempic, Saxenda, Contrave, and Xenical. Our new weight loss care program is another example of how WELL continue to expand its service offerings, leverage is virtual and physical clinic presence to deliver accessibility and help enhance patient outcomes.

I'd like to talk a little bit about our current strategic review process with [indiscernible] Circle now. Earlier this year, we indicated that we have begun considering strategic alternatives for our U.S. virtual services businesses, Circle and Wisp, and we have -- where we have control investments, which means that we are controlling shareholders, but have minority partners on both cap tables. These are both high-growth businesses that haven't reached maturity as it relates to their EBITDA generation, while investors today are primarily valuing the entire well business as a multiple of EBITDA. We believe that unlocking the value from Circle and Wisp could result in a significant cash benefit to WELL, which we could use in a variety of ways, especially as our Canadian M&A pipeline eats up.

With this in mind, I'll provide an update on both companies. I'll start with Wisp first. As we had previously disclosed, we have CIBC assisting us on this process, and I'm pleased to report that we're making good progress, having engaged with multiple parties in a negotiation process. While there can be no assurance that a transaction will materialize, we hope to provide an update by the end of the year or in the new year as part of our earnings process. Operationally, Wisp had a very strong Q3 with record quarterly revenue of $26.9 million, an increase of 35% from Q3 2023 and it achieved record adjusted EBITDA of $1.5 million in the quarter, an increase of 760% from last year.

The past summer we achieved a significant milestone of 1 million patients served nationwide in the United States and surpassed over $100 million in Canadian run rate revenue. More recently, Wisp launched a comprehensive weight care offering inclusive of GLP-1 medications to support women struggling with hormonal imbalances. Wisp is now provides GLP-1 medications and supplement via pharmacy pickup or free discrete delivery following an online consultation with a licensed provider. This new product offering has been very well received by the marketplace and secured six figures in revenue in its first month.

Moving on to Circle Medical. We have engaged a global investment bank with JPMorgan for the Circle strategic review process. We're still relatively early in this process as there was more prep work that needed to be done and we are expecting to provide an update on Circle's strategic review in Q1 2025. In the meantime, Circle continues on its aggressive growth with Q3 2024 revenues surged to a record $36.7 million, an increase of 61% compared to Q3 2023, and it achieved adjusted EBITDA of $2.6 million in the quarter. Q3 was the company's second consecutive quarter of accelerating growth and the fourth consecutive quarter of positive adjusted EBITDA.

I'm pleased to announce that based on October financial Circle Medical to annualized revenue now exceeds USD 115 million. During Q3, Circle Medical delivered 213,000 patient visits, an increase of 51% as compared to last year. Circle continues its heavy investment in technology with an expansion of its products and engineering teams in both Montreal and San Francisco. It continues to focus engineering its resources on AI initiatives and its AI tools have now documented over 10,000 patient encounter saving providers more than 1,200 hours of administration time. Now I'd like to talk about the strategic spin-out of WELL Provider Services, or WPS.

Last quarter, we discussed the idea of spinning up WPS as a separate public company that would still be majority owned by WELL. The primary reason for pursuing this was to accelerate growth of the business, especially as we see numerous attractive M&A opportunities becoming available. Within WELL, the WPS business unit is comparatively small as compared to WELL's nearly $1 billion in care revenues and doesn't get the external attention that we believe it deserves.

Our last significant acquisition in this group was in 2021. And since then, we've been very busy integrating, obtaining synergies and driving organic growth. Since our last quarter, we've continued to develop our plan and are excited to report that our plan has evolved to make WPS a larger entity before we seek a public listening. To that end, we have accelerated two M&A opportunities that we have been working on for quite some time, involving two high-quality technology companies focused purely on health care with recurring revenues, strong margins and strong growth profiles.

When one combines the WPS current business, which would principally be our current total technology platform business, not including cybersecurity with our signed and pending LOIs. Along with our current organic growth, we expect WPS to be in the order of approximately in $70 million in annualized revenue run rate next year and operating as a rule of 40 business or better, which is essentially what has been happening for the last couple of years. We anticipate that we would have also additional M&A opportunities next year that would further enhance the business profile. I want to be very clear that WPS team will continue to work closely with and support our WELL clinics. And the WELL clinic transformation team as such, there won't be any adverse impact to WELL clinic business from doing the spin out. If anything, we believe this enhances the WELL clinic consolidation and transformation effort as it will allow our technology platform to be more capable more quickly. We believe WPS will be a very strong IPO candidate on the TSX main board sometime in 2025. But before we go public, our plan is to complete these two acquisitions imminently and continue to be active next year with more inorganic growth. WELL's intentions are to maintain the majority voting even after it spun out as a publicly listed company. As the majority voting stockholder, we fully expect to continue consolidating WPS financial results in accordance with IFRS accounting rules.

Ultimately, by pursuing the spinout, we believe WPS will be a much larger company and will be valued at much higher valuation multiples than it currently is while operating under WELL health. We believe this will drive up both gross margins and operating margins as well as we execute on the strategy and a larger portion of WELL's overall revenues are attributable to high-margin software and services. And with that, I'd like to turn the call over to our CFO, Eva Fong.

[Eva Fong, executive]

Thank you, Hamed. Our overall third quarter results were very positive. Some of the highlights include: WELL surpassed $1 billion annualized revenue run rate with record revenue of $251.7 million in Q3 2024, an increase of 23% as compared to revenue of $204.5 million generated during Q3 2023, mainly driven by organic growth of 23%. If we look at revenue from continuing operations, excluding the revenue impact from businesses divested in the prior period, the increase was actually 27% compared to Q3 2023.

During Q3, we achieved record quarterly revenue in the following business units: Primary Care, Circle, Whip and CRH provider staffing also known as Radar. WELL achieved record quarterly adjusted EBITDA of $32.7 million in Q3 2024, an increase of 16% as compared to adjusted EBITDA of $28.2 million in Q3 of last year. As you can see from this graph, our year-over-year EBITDA growth has been accelerating. We have achieved 3% adjusted EBITDA growth in Q3 2023 to 16% in Q3 2024 reflecting strong operational momentum.

This improvement in our adjusted EBITDA is demonstrated of our focus to drive profitable growth. We're seeing strong performance across the entire platform, resulting in improved adjusted EBITDA growth. Key factors driving our adjusted EBITDA growth include: One, our clinic transformation is working and starting to really scale now as we've added resources to that team and back office automation over the past year; Two, strong growth and margin expansion from WELL U.S. businesses Circle Medical and Wisp have been key contributors to EBITDA growth and margin improvement in 2024; Three, our platform now generates higher incremental returns contributing to improved return on invested capital.

Net income. While reported IFRS net loss of $75.8 million in Q3 2024 versus a loss of $4.5 million in Q3 of last year. The unusually high net loss is due to the unrealized losses on WELL's investment in HEALWELL AI. In the third quarter, HEALWELL share price declined in value, resulting in an unrealized loss of $77.1 million for WELL. The graph on the left shows a positive net income of $1.3 million in Q3 2024. If we exclude the unrealized loss on HEALWELL investments. This is a year-over-year increase of $5.8 million compared to a loss of $4.5 million in Q3 last year. As some of you may be aware, the HEALWELL well stock has been very volatile with a 52-week high of $3.26 and a 52-week low of $0.65. Although we had a very large unrealized loss this quarter, we had a very large unrealized gain in Q2. If you look at the cumulative unrealized gain or loss in the graph on the right, it is a positive unrealized gain of $93 million as of Q3 2024.

We look at adjusted net income because it adjusts out all unrealized gains or losses from all our HEALWELL investment among other adjustments. WELL achieved adjusted net income of $13 million or $0.05 per share in Q3 2024 as compared to adjusted net income of $12.9 million or $0.05 per share in Q3 of last year. However, I'd like to point out that in the graph on the left that last year's adjusted net income of $12.9 million included a onetime realized benefit of $2.8 million from CRH associated with the divestiture, which results in a management contract termination payment. For clarity, whenever CRH sales and [indiscernible], they typically retain a management contract that provides ongoing management fees. If such a contract is terminated, it accelerates the management fees owing. So if one were to normalize for this onetime income item, last year's adjusted net income would have been $10.1 million in Q2 2023, which results in a 28% year-over-year increase to this quarterly adjusted net income as demonstrated in the graph on the right.

Now on revenue per share, WELL extremely focused on is per share performance metrics. As you can see from this graph, WELL has had significant success with its revenue per share going from $0.16 per share about 3.5 years ago in Q1 2021 to over $1 per share as of Q3 2024. Now let's look at our per share metrics from adjusted shareholder EBITDA and adjusted free cash flow available to shareholders or the acronym FCFA2S. Just a reminder that the adjusted figures removed the unrealized noncash gains on loss from our HEALWELL investment and the shareholder measures remove the noncontrolling interest. WELL achieved adjusted free cash flow to shareholders of $16.1 million in Q3 2024 or $0.065 per share compared to $9.6 million in Q3 last year or $0.04 per share.

Our per share metrics have been relatively flat over the past 2 years, largely due to the rising interest rate environment where we have had to endure higher interest charges. As we have brought down our debt levels, our interest rates have started to decline. We are beginning to witness an increase in our per share metrics once again. You can see in this graph that the shaded gray area represents the increase in interest rate dampening the growth in our per share metrics.

To further reduce the amount of share dilution, we have started to move 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 grants that exceeded our normal course brand schedule. We expect this will further decline in 2025. While this will increase our cash expenses, while maintaining previous adjusted EBITDA and adjusted cash -- free cash flow guidance as per our press release this morning.

In Q3 2024, there were no new incentive shares issued in the quarter, and we're not expecting to issue any material new incentive shares in Q4. We're seeing a significant reduction in WELL's share dilution due to the impact of earnout payments rolling off, reduction of share-based incentives and recent acquisitions being smaller in size. In 2022, WELL have 10.2% share dilution, which reduced down to 4.4% share dilution in 2023. In 2024, we're expecting share dilution of around 3.4%. As you can see, most of that has already been incurred in the first 3 quarters of the year, and we are only expecting a further 0.2% dilution for the balance of the year.

Now NCIB update. We ended the third quarter with 263,023,030 total fully diluted shares outstanding. This is the second quarter in a row that we have reduced our fully diluted share cap. This is because we pay out all our time-based earn-out payments in cash. We did not issue any new incentive shares in Q3, and we also purchased 131,000 shares in Q3 2024 through our NCIB program. And as of the end of Q3, the company has repurchased 294,500 shares at an average price of $4.17.

On June 6, the company announced the renewal of its NCIB. The company's Board of Directors believes WELL's current share price does not adequately reflect the underlying value based on WELL's business prospects and financial position. Our intent is to continue to maintain a consistent repurchase program and reassess from time to repurchase shares in the coming months, thereby further reducing share dilution. To the extent our strategic alternative processes use additional cash resources, we will undertake to increase our buyback program. And now looking at our balance sheet as at the end of Q3 2024. WELL ended Q3 2024 with a solid balance sheet. As of September 30, 2024, WELL have cash and cash equivalents of -- sorry, $66.1 million. Our cash position was strengthened by cash from our CRH billing partner, Change Healthcare, which Hamed will address this further later on, on this call.

While continues to be in good standing and fully compliant with all companies related with this two credit lines, JPMorgan in the U.S. and Royal Bank in Canada. The debt from the two credit lines was approximately CAD 267.7 million as of September 30, 2024. Look at the U.S. dollar did strengthen during this period. So it's important to note that we were able to reduce our U.S. debt facility by about USD 12 million from USD 149 million to USD 137 million during the quarter.

WELL shareholder leverage ratio was 2.5x as at the end of Q3 2024 compared to 2.67x as at the end of prior quarter Q2 2024. The leverage ratio of 2.5x is a normalized figure to normalize out the timing of cash events received from Change Healthcare. Without this normalization, our shareholder leverage ratio would be 2.16x. We defined leverage ratio as net bank debt less cash on hand, divided by shareholder adjusted EBITDA. Please note that if one includes our convertible debentures, which have turned out for more than 2 years. Our leverage ratio will be approximately 3.26x. Given our trajectory of improved EBITDA and capital efficiency, we are projecting improvements to our leverage ratio over the next couple of quarters. That is my financial update, and I will turn the call back to Hamed.

[Hamed Shahbazi, executive]

Thank you, Eva. To summarize Eva's update, we're expecting to continue to improve shareholder value as we increase our cash flows, reduce our debt, improve our leverage ratio reduce our share dilution by lowering our [indiscernible] and decreasing our earnout payments and eventually reversing our share dilution. And as we continue to execute on our cost optimization efforts, we're extremely proud and focused on building a company that supports health care providers deliver the best care possible while delivering sustainable, growing and durable cash flows.

A quick update on CRH. Since we've already talked extensively about Canadian clinics as well with -- and proprietary solutions, I'll just provide an update on CRH Medical and provider staffing and radar, and then we'll get to our final comments. CRH Medical achieved revenues of $63.1 million in Q3 compared to $64.8 million in Q3 of last year. Provider staffing or radar achieved revenue of $31.5 million in Q3 compared to $23.4 million in the same period last year.

Adjusted EBITDA for CRH was $17.5 million in Q3 compared to $20.3 million in Q3 last year. Q3 2023 EBITDA included $3.7 million in revenue directly attributable to a onetime divestment-related impact. Normalizing for this, adjusted EBITDA in Q3 2024 increased 6%. Meanwhile, Radar adjusted EBITDA increased to $2.5 million in Q3 2024 compared to $1.6 million in Q3 of last year. Growth was steady despite an expected slowdown in CRH's year-to-date M&A activity, while CRH had nominal organic and same-store growth. CRH has not done any acquisitions since July of 2023.

This lack of M&A activities mainly a result of CRA's continued discipline with its capital allocation strategy as well as an intent to delever in light of increased interest rates. It should be noted that the CRH pipeline has continued to build during this time and anticipation of now lowering interest rates. As such, we expect acquisition growth before the end of the year, making for a strong start going into 2025. As highlighted last year, CRH Medical has completed its full integration of CarePlus Management, inclusive of Radar health care providers, which was acquired in July 2023 acquisition.

This staffing business, which is a premier and trusted staffing and locum tenens business specializes in anesthesia across the Lower 48 states. It continues to be extremely complementary to CRH's legacy anesthesia business and more importantly, is a growth engine to the overall platform. In fact, CRH has now identified additional accretive acquisition targets in the staffing and locum business line, we expect growth of this segment to continue along with anesthesia as well as our plans to expand in other health care specialties as well, while staying quite focused on this area of anesthesia and provider staffing.

I want to address the impact on the CRH anesthesia business from diverse and adverse weather conditions, namely Hurricane Helen and Hurricane Milton, which impacted most of the Southeast of the United States, where the CRH has a significant footprint. First and most importantly, our prayers go out to all those folks affected by these devastating events, which included many of our providers and patients, Hurricane Helen, which made landfall in late September impacted our business with closures and patient cancellations across Northern Florida, Georgia and North Carolina. Lost revenue for Q4 was minimal at approximately CAD 500,000. Hurricane Milton, which affected Florida and October is also expected to have minor impact in Q4 of approximately $1 million to $1.5 million in lost revenue. In Canadian dollars, we have made up for this lost revenue through strong organic and inorganic growth in other parts of our business, but these natural disasters are ultimately the reason why we did not increase our adjusted EBITDA guidance. Otherwise, we would have.

Lastly, one housekeeping item. 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 delayed billing as a result of its billing partner, Change Healthcare experiencing a cybersecurity incident in February of 2024. CRH has continued to provide anesthesia services during this outage. And as a result, AR relating to these claims has increased. Understanding the significant business interruption this has caused Change Healthcare's provided advanced funding to CRH in lieu of the cash collections, CRH would have normally received related to these claims with the expectation that upon resuming normal billing and collection activities, the billing -- the advanced funding would be repaid as cash collection for payers and patients are received.

Given the contractual terms underlying the advanced funding received these funds have been recorded within the liabilities as at September 30, totaling USD 106.5 million. Hence the related increase in other liabilities during the quarter, which offset the increase to accounts receivables.

I'd like to offer a few words about HEALWELL AI were next. We're very pleased with the progress of HEALWELL AI as a company that we helped recapitalize and we launched in October of last year, just 13 months ago. Over the past year, HEALWELL has raised over $50 million, completed four acquisitions and a number of minority investments and is now operating at a seasonally adjusted annualized revenue run rate of $65 million. HEALWELL has an attractive acquisition pipeline and is focused on delivering over $100 million in revenues next year and be profitable on an adjusted EBITDA basis with the help of its continued organic growth and new acquisitions. We're expecting that WELL could trigger its call option in 2025 at which time WELL will begin to consolidate WELL's financial -- HEALWELL's financial performance into our financial statements, adding over $100 million in revenue to our top line. Again, our call option is not related to all the shares of the company, just the multi-voting shares that had been set aside by the founders of the company last year.

HEALWELL's technology is also gaining worldwide recognition. HEALWELL has been cited in over 30 scientific publications in high-impact peer-reviewed journals demonstrating groundbreaking AI advancements with industry-leading accuracy. Some of these publications include the Journal of American Medical Association, American Association for Cancer Research Journal of Clinical Oncology, American Journal of Kidney Diseases, Canadian Society of Allergy and Clinical Immunology and the Journal of Pharmaceutical Sciences just to name a few.

Meanwhile, WELL AI decision support, which is a product developed and marketed by HEALWELL is increasing its usage in our clinics. WELL AI decision support compliantly screens patient data from our EMR using cutting-edge AI technology to identify risk and support the diagnosis of over 200 diseases, including chronic kidney disease, hypertension, diabetes and more.

Last week, we announced the expansion of our multiyear strategic alliance with HEALWELL that allows HEALWELL to launch and manage clinical trial sites at WELL health locations across Canada, leveraging HEALWELL's contract research organization or CRO capabilities alongside WELL's network of clinics across Canada. This positions the partnership as a formidable player in AI-driven clinical trials and opens up a new revenue stream for WELL and its physician community. This partnership allows HEALWELL to offer an end-to-end vertically integrated service inclusive of patient identification, recruitment, clinical trial architecture, execution and clinical data analysis, providing clinical trial sites within the WELL Health clinic network transforms these clinics into hubs of innovation improves accessibility, and directly benefit patients by bringing experimental treatment to local sites. Launching and managing clinical trial sites that WELL health clinic locations across Canada will be a powerful strategic initiative that has the potential to significantly and positively impact margins in the long term. This could allow WELL Health and HEALWELL to capitalize on their combined strength in the health care, infrastructure and AI technology, potentially transforming the landscape for clinical research. Simply put, there's nothing like this partnership anywhere on the market that we can see.

And finally, I'm excited about our outlook for this year, which we expect to achieve record revenue, record adjusted EBITDA, record net income and record free cash flow. For primary care, I will reiterate that we believe primary care will remain strong in absolute and organic growth through 2024 and beyond. For 2025, we expect the transformation and digital work -- digitization work that we'll be doing on the Jack Nathan Health clinics if the transaction should close will have a temporary negative impact on our P&L, provided, of course, that transaction does path. As we go through the process of digitizing and modernizing these clinics, we expect them to become profitable in 2025.

For the full year of 2024, we're expecting our WELL Health diagnostic centers to achieve another year of record revenue and EBITDA. WELL diagnostics will be working on integrating our first tuck-in the four clinics that recently acquired. Our pipeline for this area is strong, and we believe that we'll have more M&A to discuss in the near future. But it, we're expecting another record quarter in Q4 with positive adjusted EBITDA, we expect Wisp to see continued growth in Q4 as the business leans into its annual holiday promo while pulling back on marketing spend. The business will also focus on expanding state coverage on its new GLP-1 weight care vertical. On Circled, although the business has had tremendous growth in the first 9 months of the year, we're expecting a slight cooling off of the growth in the fourth quarter due to some retooling of workflows to support regulatory compliance. As for both Wisp and Circle, we reiterate our previous guidance for achieving over 5% adjusted EBITDA margins in each business in the full year of 2024. This margin expansion is double the margin experience from last year. We're also very much focused on being through the strategic initiatives that we started for these businesses.

Despite some revenue loss for CRH in Q4 from the effect of the hurricanes, we are expecting results to be positively impacted from normal Q4 seasonality. We're expecting overall revenue to improve its CRH and Radar in Q4, accompanied with an increase in adjusted EBITDA as well. And again, just on those strategic alternatives that we noted, we are confident in these processes, resulting in improved shareholder value. But we don't think that these are the only catalysts that investors could pay attention to. WELL's growth engine has never been stronger, Organic growth is operating at an optimal level while we're executing on our most compelling M&A pipeline in the history of the company with 17 signed LOIs. Our balance sheet is strengthening and our fundamentals are improving in a manner that we are confident will improve shareholder value.

As such, 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 and a compelling outlook for 2025, given that we have many tailwinds driving growth in the business and have a committed and disciplined team to ensure that we can execute. I'd like to thank you all for joining us on this call today and thank our shareholders and investors for their continued support. And I would also like to thank WELL's senior management team and all our employees and contractors for their tremendous efforts. And in particular, I'd love to thank our team of health care practitioners and frontline workers who provide unbelievable patient care.

With that, we're pleased to provide some question -- respond to some questions.

[Operator]

Ladies and gentlemen, we will now begin the question-and-answer session. [Operator Instructions]. Your first question comes from the line of Adhir Kadve from Eight Capital.

[Adhir Kadve, analyst]

I wanted to see if you could comment on the pipeline for the M&A engine. You mentioned '17 in LOI on the call today. Can you just give us a sense of distribution of where that is? Is that largely in the absorption model? Is it in primary care clinic acquisition? Or is it mostly in diagnostics. Just any color on that would be helpful.

[Hamed Shahbazi, executive]

Thanks, Adhir. It's actually pretty balanced. And if you kind of heard my comment earlier. I know the script was quite long this time. With this $100 million -- this pipeline reflects over $100 million, and it would not be it -- it would not be corrosive or non-accretive to the current margin levels. So it would not pull down margins which means that it is quite balanced. It means that we have -- most of these LOIs are in the Canadian business. The majority of them are in Canadian clinics. We have a couple, obviously, in the Canadian technology side with WPS, and we have a couple in the CRH area. So I would say that as far as the Canadian clinics are concerned, we also have some pretty strong clinics that are in this one. We're acquiring a few. So it's not all just absorptions. I would say we have probably a handful of absorptions in there.

[Adhir Kadve, analyst]

Okay. Excellent. We talked a lot about Wisp, so it's good to see the strength there. Maybe just on Circle, that had also accelerating growth, I think, at 61% year-over-year growth, faster than last quarter. Can you give us a sense of where some of that strength is being driven from? And then maybe some additional color on some of the cooling off that you talked about towards the end of your comments, but with that -- after that pipeline.

[Hamed Shahbazi, executive]

Yes. Look, I think it's really just executing against the plan of the company. I think the company has a real tech advantage. I mean, most people that are operating in this business just do not have the depth of tech that Circle has. They tend to be very marketing forward business businesses. This is a company, let's remember that grew up in the Bay Area through the Y Combinator program and the sort of the ethos and the DNA of this business has been to build a full stack of technology. And so this is a highly tech-driven business. It has got enormous steps to it. And I think that the business model is also very elegant.

So they're out there really looking to acquire patients for very specific needs, and then they -- such as depression, anxiety, ADHD, sleep things that are topical and important to them, and they really try hard to convert those patients into being family practice patients essentially where they can provide team-based care. And more than 1/3 of the time, they're successful in doing that. And so if you're able to do that in this business and convert people to being long-term patients, that's where your LTV really, really gets in hand. So I would say that, that's been a consistent part of the Circle Medical growth story. And yes, the slowdown in Q4 is really just the growth team focusing on retooling some of the software and workflows in order to support some of their compliance requirements.

[Operator]

And your next question comes from the line of David Kwan from TD Cowen.

[David Kwan, analyst]

I was wondering, Hamed the M&A pipeline, you talk about a little further down the pipe into 2025 some 30 additional clinics. Is that more acquisitions versus absorptions. I know there's probably a certain amount of bandwidth that you guys have on the absorption side, just given how much more work is involved there. So just curious to get your sense on what that mix is?

[Hamed Shahbazi, executive]

Yes. That's a great question. And look, I'll say last year, I think we were absorption heavy. I think we're more balanced moving forward. Absorptions are great, but they do take more time from our clinic transformation team. So we're actually very pleased to have some clinics that do have, we believe, some nice sustained profitability. And in some cases, our ability to improve some of these clinics that are in our pipeline is not as significant, meaning like in some of these cases, it may not be as possible to have some of these clinics improve by 1,000 basis points. Someone is already operating at 10% to 15%. But we still believe we can pretty much improve anything that we acquire, and we believe that some of these acquisitions are coming in very attractive prices. And we're really looking at this through the lens of our unlevered ROIC. I think we have a framework for how we make these decisions. We're not out there to just buy the cheap-off clinics. We think that it's really important with our emphasis and focus on Canada to also bring some great operators into the business.

And so we're very pleased that some of the pipeline actually has some really strong operators that want to stay in the WELL network. They want to continue to do this for a long time. And so I think that the market will be pleased with the quality of clinics that we'll be adding next year as well.

[David Kwan, analyst]

If I could quickly squeeze in one more. Just on the diagnostics and the specialty health side, I know that the M&A pace had slowed down after you acquired MyHealth, can you talk about what you see in the business? I know you just acquired SEAHEALTH. But what kind of opportunities you're seeing there and kind of where the valuation multiples are now?

[Hamed Shahbazi, executive]

Yes. Yes. Thanks for asking that. I mean look, when we acquired the platform, MyHealth at that time, specialized care platforms, specialized care tuck-ins, were still fairly expensive, and it took a while, but we're starting to see some moderation there. And as interest rates decline and we start to see some of those multiples improving. We think it's a great opportunity to buy really high-quality radiology and cardiology assets. And so I think you're going to see us be fairly active in that regard over the next few quarters. We've got definitely some exposure in that pipeline that I mentioned, that signed LOI pipeline that I mentioned to MyHealth and a lot more in the queue up ones after that.

[Operator]

Thank you. I'll now turn the call over to Mr. Hamed Shahbazi for any closing remarks.

[Hamed Shahbazi, executive]

We'd really like to thank everyone for joining today and for all the support. We are -- as you can imagine, with the 17 signed LOIs that and definitive agreements pending close. We're very busy. And we think that the company is going through really phenomenal change. And we are really focused on delivering strong shareholder value. So we really hope that you recognize the movement from shares issuances to cash and funding increasingly through cash, and we're very determined to drive shareholder value and very determined to be on strategy and really continue to build on the network effects that we have in the Canadian market. And with that, we invite you to continue to watch us, and we hope to be bringing you more good news in the near future.

[Operator]

This concludes today's call. Thank you for participating. You may all disconnect.