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Hamed Shahbazi, Chairman and CEO of WELL commented, "Notwithstanding the impacts to our revenue from the Circle Medical revenue deferral and the Change Healthcare cyberattack matters, the fundamentals and outlook of our business have never been stronger. Despite these two IFRS revenue impacts, WELL delivered record annual revenue and Free Cash Flow Attributable to Shareholders⁽¹⁾ in fiscal 2024. WELL delivered 5.7 million patient visits in 2024, a 32% YoY increase from the prior year, of which the vast majority came from organic growth. In 2024, our Canadian business led the way with strong organic growth of 20%, growing revenue to approximately $387.4 million and Adjusted EBITDA⁽¹⁾ to $56.3 million representing growth of 30% and 22% respectively. Momentum is building in our total Canadian business, and we are anticipating continued Adjusted EBITDA growth of at least 25% in 2025 as we target reaching $800 million in revenue and $100 million in Adjusted EBITDA solely in our Canadian business by the end of 2026. These results are truly demonstrative of our unique platform and continued progress in tech enabling and supporting healthcare providers who are delivering outstanding care to millions of patients across North America. We are proud of our achievements in 2024 and thank the over 6,000 team members across WELL for their hard work and commitment to excellence. We are extremely well positioned to achieve our best year yet in 2025."

Update on Circle Medical

As previously disclosed, Circle Medical received a request from US regulators investigating certain of Circle Medical's billing practices in the U.S.  In the annual consolidated financial statements for the year ended December 31, 2024, the Company recognized an expense of USD $2.8 million for the year ended December 31, 2024, for estimated settlement costs.

In connection with the finalization of the Company's annual consolidated financial statements for the year ended December 31, 2024, it was determined that Circle Medical had billed and received payment for patient services that had been rendered during fiscal 2024, for which it had not yet met all the required criteria to recognize such revenue under applicable IFRS standards. As a result, the Company has recorded a revenue reduction of $56.6 million for fiscal 2024 and recognized cash received from customers of $53.9 million as deferred revenue as at December 31, 2024.  The Company expects to recognize substantially all of this deferred revenue during fiscal 2025 with the remainder recognized in fiscal 2026⁽³⁾. As of April 11, 2025, WELL has already satisfied the criteria for revenue recognition in fiscal 2025 for approximately $6.7M of this deferred revenue. Although Circle Medical contributed a net loss to consolidated income and only contributed 2.3% to the Company's consolidated Adjusted EBITDA⁽¹⁾ in 2023, under IFRS, for fiscal 2024, the Company is required to recognize 100% of the expenses related to the $56.6 million that was deferred which results in a significant reduction in Adjusted EBITDA for fiscal 2024 and a significant positive contribution to Adjusted EBITDA for fiscal 2025 once the deferred revenue is recognized. The Company continues to seek strategic alternatives for Circle Medical and is committed to carrying out this process in due course.

Impact to Revenue at CRH Due to Change Healthcare Cyberattack

CRH Anesthesia's primary billing service provider, Change Healthcare (or "Change HC") experienced a cybersecurity attack in February 2024 which sidelined the Change HC    Revenue Cycle Management service relied on by the Company for billings and collections.  This resulted in the Company experiencing delayed billing and cash collections on claims processed for several months during 2024. Due to this business interruption affecting a significant number of healthcare companies across the U.S., which rely on Change HC for revenue collection, Change HC's affiliate provided advance funding to many of its customers including CRH in lieu of the cash collections CRH would normally receive related to these claims.

During the fourth quarter of 2024, CRH updated key assumptions in its revenue recognition model related to the Change HC cyberattack and determined that it would delay the recognition of approximately $24.5 million of revenue in the fourth quarter of 2024 that otherwise would have been recognized during 2024 had the cyberattack not occurred. CRH expects to recognize these revenues if and when collections occur and/or once settlement terms have been reached with Change HC. Once this occurs, such earnings will result in almost 100% contribution to Adjusted EBITDA⁽¹⁾. Due to the uncertainty regarding the timing and amount that will be recovered, this has been excluded from our 2025 guidance.

Guidance and Outlook

WELL is expecting strong operational performance to continue into 2025 with a greater focus on leveraging all product and corporate synergies, with an emphasis on leveraging the depth of the product and technology offerings from WELLSTAR and HEALWELL. The Company also continues to focus the majority of its M&A and capital allocation activity in Canada where it is experiencing its highest returns on capital. Management will continue to pursue its focus on optimizing its operations for organic growth and profitability. As such, management is pleased to provide the following guidance:

• Annual revenue for 2025 is expected to be in the range of $1.40 billion to $1.45 billion

• Annual Adjusted EBITDA⁽¹⁾ for 2025 is expected to be in the range of $190 million to $210 million

WELL's 2025 guidance assumes, among other things, the following: 100% consolidation of HEALWELL results as per IFRS control requirements; substantially all of the $56.6 million in deferred Circle Medical revenue is expected to be recognized in 2025⁽³⁾ and will result in close to 100% contribution to Adjusted EBITDA⁽¹⁾; the $24.5 million in CRH delayed earnings are not included in 2025 guidance until these amounts are collected and/or settled with Change HC, at which time our guidance would be enhanced.

Hamed Shahbazi, further added, "We are also very pleased to report that WELL is now a multi-national corporation with a geographic footprint in 11 countries following the exercise of our call option to acquire a 69% voting interest in HEALWELL, concurrent with its acquisition of Orion Health, a global leader in healthcare data interoperability. With HEALWELL and Orion now in the family, WELL has tremendous depth in not only delivering the best provider-focused technologies, for thousands of care providers, but also delivering healthcare data interoperability at scale for large enterprises and public sector clients in a variety of countries including the UK, Saudi Arabia, the UAE, the United States, France, Spain, Scotland, Northern Ireland, Australia, and New Zealand."

Eva Fong, WELL's CFO commented, "We ended the year with a strong balance sheet as a result of our positive cashflow and are well positioned to execute on a deep M&A pipeline and ambitious agenda in 2025. I'm pleased to report that the Company is in good standing with its credit partners and in line with its bank covenants. Our business pipeline is growing substantially due to the emerging "buy Canadian" sentiment that we are seeing from the public sector in our most important market, Canada. We are committed to delivering for these important clients as well as our shareholders."

Fiscal 2024 Annual Financial Highlights

• Total revenue for the year ended December 31, 2024, was $919.7 million, compared to total revenue of $776.1 million for the prior year, an increase of 18.5% driven by acquisitions and organic growth during the past year. Revenue was negatively impacted by a $56.6 million revenue deferral at Circle Medical and a $24.5 million revenue reduction at CRH resulting from the CHC cyberattack. Excluding such impacts, the Company was on track to achieve revenue of $1.0 billion for 2024, an increase of 28.9% compared to 2023.

• Free Cash Flow Attributable to Shareholders ("FCFA2S")⁽¹⁾ was $49.3 million for 2024, an increase of 16.3%, as compared to FCFA2S of $42.4 million for 2023. This figure was impacted by higher than expected capital expenditures in Q4 and would otherwise have exceeded $50 million for the year.

• Adjusted Gross Profit⁽¹⁾ was $363.0 million in 2024, a decrease of 2.5% as compared to Adjusted Gross Profit of $372.3 million in 2023. Excluding the impact from the Circle Medical and CRH matters, the Company was on track to achieve Adjusted Gross Profit of $443.4 million for 2024, reflecting an increase of 19% compared to 2023.

• Adjusted Gross Margin⁽¹⁾ percentage was 39.5% in 2024, as compared to Adjusted Gross Margin percentage of 48.0% in 2023. Excluding the impact from the Circle Medical and CRH matters, the Company was on track to achieve Adjusted Gross Margin for 2024 of 44.3%.

• Adjusted EBITDA⁽¹⁾ was $46.7 million, compared to Adjusted EBITDA of $113.4 million for 2023.  Excluding the impact from the Circle Medical and CRH matters, the Company was on track to achieve Adjusted EBITDA of $127 million for 2024, an increase of 12.0% compared to the prior year.

• Adjusted EBITDA to WELL shareholders⁽¹⁾ was $39.8 million in 2024, a decrease of 54.9% as compared to Adjusted EBITDA to WELL shareholders of $88.2 million in 2023. Excluding the impacts from the Circle Medical and CRH matters noted above, the Company was on track to achieve Adjusted EBITDA to WELL shareholders of $95.8 million in 2024.

• Adjusted Net Income⁽¹⁾ was $8.0 million, or $0.03 per share in 2024, as compared to Adjusted Net Income of $52.8 million, or $0.22 per share in 2023. Excluding the impacts from the Circle Medical and CRH matters, the Company was on track to achieve Adjusted Net Income of $49.1 million in 2024.

• Net Income was $29.1 million or $0.13 per share⁽²⁾ in 2024, an increase of 74.9% as compared to Net Income of $16.6 million or $0.00 per share in 2023. Excluding the impact from the Circle Medical and CRH matters noted above, the Company was on track to achieve Net Income of $89.8 million in 2024.

Segmented Results (excluding inter-segment revenue)

• Canadian Patient Services revenue was $319.1 million in 2024, an increase of 38.5% as compared to $230.4 million in 2023. Canadian Patient Services revenue was $88.8 million in Q4-2024, an increase of 31.4% as compared to $67.6 million in Q4-2023.

• Canadian Patient Services Adjusted EBITDA⁽¹⁾ was $40.7 million in 2024, an increase of 23.0%, as compared to $33.1 million in 2023. Adjusted EBITDA for Canadian Patient Services in Q4-2024 was $10.7 million, an increase of 44.6% as compared to Q4-2023.

• US Patient and Provider Services revenue was $532.2 million in 2024, an increase of 11.6% as compared to US Patient Services revenue of $476.9 million in 2023. US Patient Services revenue was $125.6 million in Q4-2024, a decrease of 12.5% as compared to US Patient Services revenue of $143.5 million in Q4-2023. Excluding the impact from the Circle Medical and CRH matters noted above, the Company was on track to achieve quarterly revenue of $165.1 million for Q4-2024, an increase of 15.0% compared to Q4-2023.

• US Patient and Provider Services Adjusted EBITDA was $11.2 million in 2024, as compared to $87.0 million in 2023. Adjusted EBITDA for US Patient Services in Q4-2024 was negative $13.1 million, a decrease as compared to $25.3 million in Q4-2023. Excluding the impact of the Circle Medical and CRH matters noted above, the Company was on track to achieve Adjusted EBITDA for US Patient Services of $91.6 million in 2024, an increase of 5.3% as compared to 2023 and Q4-2024 Adjusted EBITDA of $29.9 million, an increase of 18.2% as compared to Q4-2023.

• SaaS and Technology revenue was $68.3 million in 2024, a decrease of 0.7% as compared to SaaS and Technology revenue of $68.8 million in 2023.  The decrease in SaaS and Technology revenue is attributable to the divestment of Intrahealth in Q1-2024.  SaaS and Technology revenue was $20.5 million in Q4-2024, an increase of 1.5% as compared to SaaS and Technology revenue of $20.2 million in Q4-2023. Excluding Intrahealth, SaaS and Technology revenue grew by $9.6 million or 16.6% in 2024 and by $3.2 million or 19% in Q4-2024.

• SaaS and Technology Adjusted EBITDA was $15.6 million in 2024, an increase of 21.3%, as compared to $12.9 million in 2023. Adjusted EBITDA for SaaS and Technology in Q4-2024 was $4.0 million, an increase of 8.6% as compared to Q4-2023.

Annual 2024 Patient Visit Metrics

Notes:
Total Technology Interactions is defined as the total number of bookings facilitated by OceanMD, Insig, and Adracare.
Billed Provider Hours is defined as  the hours that providers bill under WELL USA's Provider Staffing business.

Fourth Quarter 2024 Business Highlights

On October 1, 2024, the Company, through its WELL Diagnostic Centres subsidiary, closed the acquisition of a 51% interest in C-health, a network of four diagnostic imaging clinics based in Alberta.

On October 29, 2024, WELL and HEALWELL AI Inc. ("HEALWELL") announced the expansion of their strategic alliance to launch and manage AI-driven clinical trial sites across WELL Health clinic locations in Canada. This partnership leverages WELL's clinic network and HEALWELL's Contract Research Organization (CRO) capabilities to expand patient access to clinical trials and streamline trial processes. The collaboration aims to improve patient recruitment, trial efficiency, and data analysis using AI solutions, positioning WELL and HEALWELL as leaders in AI-enhanced clinical research.

On December 1, 2024, the Company completed the acquisition of Canadian clinical assets from Jack Nathan Health ("Jack Nathan"), including 13 owned and operated clinics and 59 licensee clinics. The licensee clinics will form the foundation of WELL's new "Affiliate Clinic" business model. The acquired clinics will be rebranded as WELL Health Medical Centres and integrated into WELL's technology-enabled healthcare model.

On December 12, 2024, the Company announced the rebranding of its WELL Provider Solutions business as WELLSTAR Technologies Corp. ("WELLSTAR"), funded with a $50.4 million private equity investment by Mawer Investment Management, Edgepoint Wealth Management, and PenderFund Capital Management. Concurrent with the financing, the Company also acquired two healthcare technology firms, a 51% majority interest in Bluebird iT Solutions Inc. and a 100% interest in Microquest Inc.

During the period from December 1, 2024, to January 1, 2025, the Company completed seven acquisitions across its Canadian Clinics, WELLSTAR, and WELL Health USA business units, adding approximately $100 million in annualized revenue. The seven acquisitions included one of the largest physician recruitment firms in Canada, two Canadian Primary Care Clinics, one Provider Staffing acquisition in the United States under the CRH banner, two previously announced acquisitions under the WELLSTAR banner, and the previously announced acquisition of Jack Nathan Health. All transactions were funded through cash without issuing shares.

Events Subsequent to December 31, 2024

Exercise of Call Option and IFRS Control of HEALWELL

On April 1, 2025, concurrent with the closing of HEALWELL's acquisition of Orion Health, the Company exercised its call right and acquired equity ownership resulting in the Company having a 69% voting interest (and 37% economic interest) in HEALWELL on a non-diluted basis.  As a result, as of April 1, WELL began to consolidate the financial results of HEALWELL.

Implementation of Cost Optimization Program

In the last 30 days, WELL has implemented a cost optimization program to enhance efficiency and profitability in its continued focus on operational excellence. The Company also continues to make substantial strides in leveraging the power of AI in streamlining and improving its own operations.

Conference Call

WELL will release its fourth quarter and annual audited consolidated financial results after market closing on Monday April 14, 2024, and will hold a conference call to discuss its results on Tuesday, April 15, 2025, at 1:00 pm ET (10:00 am PT).

Please use the following dial-in numbers: 416-764-8650 (Toronto local), 778-383-7413 (Vancouver local), 1-888-664-6383 (Toll-Free) or +1-416-764-8650 (International), with Conference ID: 2519 7474.   The conference call will also be simultaneously webcast and can be accessed at the following audience URL: www.well.company/events.

Selected Audited Financial Highlights

Please see SEDAR+ at www.sedarplus.ca for complete copies of the Company's audited annual consolidated financial statements and annual MD&A for the year ended December 31, 2024.

Footnotes: 

1. Non-GAAP financial measures and ratios.
   In addition to results reported in accordance with IFRS, the Company uses certain non-GAAP financial measures as supplemental indicators of its financial and operating performance. These non-GAAP financial measures include Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, and Adjusted Free Cash Flow. The Company believes these supplementary financial measures reflect the Company's ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business. Adjusted Gross Profit and Adjusted Gross Margin
   The Company defines Adjusted Gross Profit as revenue less cost of sales (excluding depreciation and amortization) and Adjusted Gross Margin as Adjusted Gross Profit as a percentage of revenue. Adjusted Gross Profit and Adjusted Gross Margin should not be construed as an alternative for revenue or net income (loss) determined in accordance with IFRS. The Company does not present gross profit in its consolidated financial statements as it is a non-GAAP financial measure. The Company believes that Adjusted Gross Profit and Adjusted Gross Margin are meaningful metrics that are often used by readers to measure the Company's efficiency of selling its products and services.
   Adjusted EBITDA
   The Company defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization less (i) net rent expense on premise leases considered to be finance leases under IFRS and before (ii) transaction, restructuring, and integration costs, legal settlements and defense costs, time-based earn-out expense, change in fair value of investments, share of income (loss) of associates, foreign exchange gain/loss, and stock-based compensation expense, and (iii) gains/losses that are not reflective of ongoing operating performance. The Company considers Adjusted EBITDA to be a financial metric that measures cash flow that 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 alternatives to net income (loss), cash flow from operating activities or other measures of financial performance defined under IFRS.
   Adjusted Net Income and Adjusted Net Income per share
   The Company defines Adjusted Net Income as net income (loss), after excluding the effects of stock-based compensation expense, amortization of acquired intangible assets, time-based earnout expense, change in fair value of investments, and non-controlling interests. Adjusted Net Income per share is Adjusted Net Income divided by weighted average number of shares outstanding. The Company believes that these non-GAAP financial measures provide useful information to analyze our results, enhance a reader's understanding of past financial performance and allow for greater understanding with respect to key metrics used by management in decision making. More specifically, the Company believes Adjusted Net Income is a financial metric that tracks the earning power of the business that is available to WELL shareholders.
   Adjusted Free Cash Flow Attributable to Shareholders
   The Company defines Adjusted Free Cash Flow Attributable to Shareholders as Adjusted EBITDA Attributable to Shareholders, less cash interest, less cash taxes and less capital expenditures, and before the impacts of the revenue deferral at Circle Medical and the revenue impact at CRH Medical resulting from impaired revenue cycle management services after the Change Healthcare cyberattack.  The Company has revised its definition of Adjusted Free Cash Flow Attributable to Shareholders for the year ended December 31, 2024 to exclude the impacts of the revenue deferral at Circle Medical and the revenue impact at CRH Medical resulting from impaired revenue cycle management services after the Change Healthcare cyberattack as these are non-cash adjustments that are not meaningful to the objective of this non-GAAP financial measure. Adjusted Net income, Adjusted Net Income per share, Adjusted EBITDA, Adjusted Gross Profit, Adjusted Gross Margin, and Adjusted Free Cash Flow are not recognized measures for financial statement presentation under IFRS and do not have standardized meanings. As such, these measures may not be comparable to similar measures presented by other companies and should be considered as supplements to, and not as substitutes for, or superior to, the corresponding measures calculated in accordance with IFRS.

2. EPS is calculated using Net Income attributable to WELL, which excludes Net Income attributable to Non-Controlling Interests (NCI).

3. While the Company expects to recognize these amounts within a year, there is a risk that the criteria for recognizing the deferred revenue of $53,949 (US$37,493) and additional revenue of $3,467 (US$2,409) are not satisfied as expected in 2025.

WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director

About WELL Health Technologies Corp. 

WELL's mission is to tech-enable healthcare providers. We do this by developing the best technologies, services, and support available, which ensures healthcare providers are empowered to positively impact patient outcomes. WELL's comprehensive healthcare and digital platform includes extensive front and back-office management software applications that help physicians run and secure their practices. WELL's solutions enable more than 38,000 healthcare providers between the US and Canada and power the largest owned and operated healthcare ecosystem in Canada with more than 200 clinics supporting primary care, specialized care, and diagnostic services. In the United States WELL's solutions are focused on specialized markets such as the gastrointestinal market, women's health, primary care, and mental health. WELL is publicly traded on the Toronto Stock Exchange under the symbol "WELL" and on the OTC Exchange under the symbol "WHTCF". To learn more about the Company, please visit: www.well.company.

Forward-Looking Statements 

This news release may contain "Forward-Looking Information" within the meaning of applicable Canadian securities laws, including, without limitation: information regarding the Company's goals, strategies and growth plans; expectations regarding continued revenue and recognition of deferred revenue and earnings, Adjusted EBITDA growth and revenue and Adjusted EBITDA targets; the expected benefits and synergies of completed acquisitions and cost cutting measures; capital allocation plans in the form of more acquisitions or share repurchases; the expected financial performance as well as information in the "Outlook" section herein. Forward-Looking Information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-Looking Information generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-Looking Information involve known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by the Forward-Looking Information and the Forward-Looking Information are not guarantees of future performance. WELL's comments expressed or implied by such Forward-Looking Information are subject to a number of risks, uncertainties, and conditions, many of which are outside of WELL 's control, and undue reliance should not be placed on such information. Forward-Looking Information are qualified in their entirety by inherent risks and uncertainties, including: risks regarding the timing and amount of recognition or revenue and earnings; direct and indirect material adverse effects from adverse market conditions; risks inherent in the primary healthcare sector in general; regulatory and legislative changes; that future results may vary from historical results; inability to obtain any requisite future financing on suitable terms; any inability to realize the expected benefits and synergies of acquisitions; that market competition may affect the business, results and financial condition of WELL and other risk factors identified in documents filed by WELL under its profile at www.sedar.com, including its most recent Annual Information Form and in the upcoming Management, Discussion and Analysis. Except as required by securities law, WELL does not assume any obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise. 

This news release contains financial outlook information about estimated annual run-rate revenues, expected improvements in profitability, expected growth in revenue and recognition of deferred revenue, expected savings from cost optimization measures, expected cash flow, and Annual Adjusted EBIDTA, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraph. The actual financial results of WELL may vary from the amounts set out herein and such variation may be material. WELL and its management believe that the financial outlook information has been prepared on a reasonable basis, reflecting management's best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, WELL undertakes no obligation to update such financial outlook information. Financial outlook information contained in this news release was made as of the date hereof and was provided for the purpose of providing further information about WELL's anticipated future business operations on an annual basis. Readers are cautioned that the financial outlook information contained in this news release should not be used for purposes other than for which it is disclosed herein. 

Neither the TSX nor its Regulation Services Provider (as that term is defined in policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.

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SOURCE WELL Health Technologies Corp.

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