WELL Health Reports Record Q3-2026 Revenue; Canadian Patient Services Adjusted EBITDA Up 82%, Reaching $100 Million Annualized Run-Rate Milestone One Quarter Ahead of Plan

Canadian Patient Services reached its annualized earnings target early, while consolidated net loss widened and adjusted cash flow declined.

Rhea-AI Summary

WELL Health Technologies (WHTCF) reported record Q3-2026 revenue of $407.4 million, with Canadian Patient Services driving growth in the quarter. Revenue rose 12% year over year, while adjusted EBITDA, a non-standard earnings measure, fell 15% to $50.9 million. Excluding Circle Medical deferred revenue recognized in the prior-year quarter, revenue and adjusted EBITDA increased 17% and 20%, respectively.

Canadian Patient Services revenue rose 49% to $164.9 million; adjusted EBITDA rose 82% to $25.7 million, reaching a $100 million annualized run-rate one quarter early. Net loss widened to $135.5 million from $2.7 million, including impairment and WELLSTAR listing costs. WELL reaffirmed 2026 adjusted EBITDA guidance of $185 million–$195 million and updated revenue guidance to approximately $1.58 billion. WELLSTAR completed its public listing, and WELL issued $150 million of notes, using part of the proceeds to redeem convertible debt.

22 points · 1 major

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2 major · 12 points

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Positive

• Major pointSenior unsecured notes raised $150 million, with part of the proceeds used to refinance convertible debt. 20% of market cap
• Moderate pointQ3-2026 revenue rose 12% to $407.4 million; excluding Circle Medical deferrals, growth was 17%.
• Moderate pointCanadian Patient Services revenue rose 49% to $164.9 million in Q3-2026.
• Moderate pointCanadian Patient Services adjusted EBITDA rose 82% to $25.7 million in Q3-2026.
• Moderate point$100 million annualized Canadian Patient Services adjusted EBITDA run-rate was achieved one quarter ahead of plan.
• Moderate pointAdjusted gross profit rose 7% to $177.8 million; excluding Circle Medical deferrals, growth was 20%.
• Moderate pointWELLSTAR completed its spin-out and public listing, with TSXV trading beginning October 1, 2026.
• Moderate pointWELLSTAR financing raised $50 million gross: a $36.2 million treasury offering and $13.8 million secondary offering. 6.5% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.2026 revenue guidance updated to approximately $1.58 billion.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Canadian Clinics plus WELLSTAR target over $1 billion annualized revenue by the end of 2028.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Annual adjusted EBITDA growth above 10% remains expected, excluding Circle Medical deferrals and including acquisitions.

11 minor points

• Minor pointCanadian same-clinic sales grew 12% in Q3-2026.
• Minor pointSaaS technology and services revenue rose 25% to $26.3 million in Q3-2026, including WELLSTAR.
• Minor pointWELLSTAR revenue rose 34% to $24.4 million in Q3-2026.
• Minor pointOther segments revenue rose 4% to $44.6 million, including HEALWELL, Corporate and WELL Research.
• Minor pointTotal patient visits rose 12% to 2.0 million in Q3-2026.
• Minor pointCanadian patient visits rose 20% to 1.3 million in Q3-2026.
• Minor pointCanadian billable provider base grew 17% year over year.
• Minor point$70.0 million of 5.5% convertible debentures redeemed on August 19, 2026, ahead of December maturity.
• Minor pointHEALWELL acquisition review concluded, with a No Action Letter followed by a November 4 Letter of Discontinuance.
• Minor point. Forward-looking: it has not happened yet and may not happen.2026 adjusted EBITDA guidance reaffirmed at $185 million–$195 million.
• Minor point. Forward-looking: it has not happened yet and may not happen.Canadian clinic expansion and technology integration remain planned; WELL expects organic growth and margin improvement.

Negative

• Major pointQ3-2026 net loss widened to $135.5 million from $2.7 million a year earlier.
• Major point$150 million senior unsecured notes carry 6.875% interest and mature July 15, 2031. 20% of market cap
• Moderate pointAdjusted EBITDA fell 15% to $50.9 million; excluding Circle Medical deferrals, it increased 20%.
• Moderate pointAdjusted net income fell to $27.3 million, or $0.11 per share, from $41.0 million, or $0.16.
• Moderate pointAdjusted gross margin fell to 43.7% from 45.5%; excluding Circle Medical deferrals, it increased 100 basis points.
• Moderate pointUSA Patient and Provider Services revenue fell 8% to $182.9 million; excluding deferrals, it grew 1%.

6 minor points

• Minor pointNon-cash impairment charges totaled $67.5 million, principally related to HEALWELL goodwill and BPSI's carrying value.
• Minor pointWELLSTAR reverse takeover listing expense and transaction costs totaled $24.4 million.
• Minor pointShareholder-attributable adjusted EBITDA fell 19% to $34.8 million; excluding Circle Medical deferrals, it increased 13%.
• Minor pointAdjusted net income declined 15% excluding Circle Medical deferrals in Q3-2026 versus Q3-2025.
• Minor pointShareholder-attributable operating adjusted free cash flow declined to $13.3 million from $15.1 million.
• Minor pointHigher interest payments and cash taxes weighed on adjusted free cash flow, alongside clinical portfolio upgrades.

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• WELL achieved quarterly revenue of $407.4 million in Q3-2026, an increase of 12% compared to Q3-2025, driven by strong growth in the Company's Canadian Patient Services business where quarterly revenue increased by 49% to $164.9 million in Q3-2026 compared to Q3-2025. Excluding the impact of Circle Medical Deferrals⁽²⁾, revenue increased 17% year-over-year from $347.0 million in Q3-2025.

• WELL achieved Adjusted EBITDA⁽¹⁾ of $50.9 million in Q3-2026, a decrease of 15% compared to Q3-2025, representing an Adjusted EBITDA Margin⁽¹⁾ of 12%. Excluding the impact of Circle Medical Deferrals⁽²⁾, Adjusted EBITDA⁽¹⁾ increased 20% year-over-year from $42.3 million in Q3-2025.

• The Company's Canadian Patient Services business achieved a milestone $100 million in annualized Adjusted EBITDA⁽¹⁾ run-rate, one quarter ahead of plan. Adjusted EBITDA⁽¹⁾ in the Canadian Patient Services business increased by 82% to $25.7 million in Q3-2026 compared to Q3-2025.

• WELL reaffirms its 2026 Adjusted EBITDA⁽¹⁾ guidance of between $185 million and $195 million. The Company updates its guidance for 2026 annual revenue to be approximately $1.58 billion.

Vancouver, British Columbia--(Newsfile Corp. - November 9, 2026) - WELL Health Technologies Corp. (TSX: WELL) (OTCQX: WHTCF) (the "Company" or "WELL"), a digital healthcare company focused on positively impacting health outcomes by leveraging technology to empower healthcare practitioners and their patients globally, is pleased to announce its interim consolidated financial results for the quarter ended September 30, 2026.

Hamed Shahbazi, Chairman and CEO of WELL, commented, "WELL delivered a record quarter, with revenue of $407.4 million, up 17% year-over-year excluding the impact of deferred revenues, positively impacted by Canadian Patient Services, which was up 49% on record patient visits. Our Canadian clinic network, comprising 302 clinics across Canada, handled 1.3 million patient visits in the quarter, up 20% compared to Q3-2025, on a billable provider base that grew 17% year-over-year, and visits per provider are up meaningfully from two years ago as AI and digital workflows take administrative work off our clinicians. The result is that Canadian Patient Services Adjusted EBITDA⁽¹⁾ grew 82% to $25.7 million, taking the business past a $100 million annualized run-rate target one quarter ahead of plan."

Mr. Shahbazi added, "We recently achieved another key milestone for the Company with the spin-out and public listing of WELLSTAR on the TSX Venture Exchange. The creation of WELLSTAR reflects WELL's strategy to separate its healthcare technology operations from its clinic operations, establishing a dedicated healthcare technology company with its own management team, capital structure and growth strategy while continuing to benefit from WELL's strategic support, healthcare ecosystem and established industry relationships. Along with WELLSTAR and HEALWELL AI, WELL has created one cohesive platform, referred to as OneWELL, to address Canada's healthcare needs. WELL's clinic network delivers connected care, WELLSTAR's technology runs the clinics and HEALWELL's clinical AI and data science make it smarter."

Evelyn Sutherland, Chief Financial Officer of WELL, commented, "We are pleased with our strong performance in the third quarter, supported by the disciplined execution of our financial strategy. During the quarter, we further strengthened our balance sheet with the closing of our inaugural $150 million senior unsecured notes offering, which we used to redeem our convertible debentures ahead of their December 2026 maturity and to extend our debt maturity profile to 2031. With a simpler balance sheet and disciplined capital allocation, we believe WELL is well-positioned to continue pursuing accretive growth opportunities while creating long-term value for shareholders."

Third Quarter 2026 Financial Highlights

• WELL achieved record quarterly revenue of $407.4 million in Q3-2026, an increase of 12% compared to revenue of $364.6 million generated in Q3-2025. This growth was driven mainly by 12% same-clinic sales growth⁽³⁾ in the Company's Canadian Patient Services business and acquisitions completed over the last twelve months. Excluding the impact of Circle Medical Deferrals⁽²⁾, revenue increased 17% year-over-year from $347.0 million in Q3-2025.

• Adjusted Gross Profit⁽¹⁾ was $177.8 million in Q3-2026, an increase of 7% compared to Adjusted Gross Profit⁽¹⁾ of $165.8 million in Q3-2025, driven by higher revenues. Adjusted Gross Margin⁽¹⁾ percentage was 43.7% in Q3-2026 compared to Adjusted Gross Margin⁽¹⁾ percentage of 45.5% in Q3-2025. The decrease in Adjusted Gross Margin⁽¹⁾ percentage was driven primarily by revenue mix and the impact of Circle Medical Deferrals⁽²⁾. Excluding the impact of Circle Medical Deferrals⁽²⁾, Adjusted Gross Margin⁽¹⁾ was 42.7% in Q3-2025 and increased 100 bps year-over-year.

• Adjusted EBITDA⁽¹⁾ was $50.9 million in Q3-2026, a decrease of 15% compared to Adjusted EBITDA⁽¹⁾ of $59.9 million in Q3-2025. This decrease reflects the impact of Circle Medical Deferrals⁽²⁾ which caused Adjusted EBITDA⁽¹⁾ to be higher by $17.6 million in Q3-2025. Excluding the impact of Circle Medical Deferrals⁽²⁾, Adjusted EBITDA⁽¹⁾ increased 20% year-over-year.

• Adjusted EBITDA attributable to WELL Shareholders⁽¹⁾ was $34.8 million in Q3-2026, a decrease of 19% compared to Adjusted EBITDA attributable to WELL Shareholders⁽¹⁾ of $43.2 million in Q3-2025.

• Adjusted EBITDA⁽¹⁾ in the Canadian Patient Services business was $25.7 million in Q3-2026, an increase of 82% compared to Adjusted EBITDA⁽¹⁾ of $14.1 million in Q3-2025.

• Adjusted Net Income⁽¹⁾ was $27.3 million, or $0.11 per share in Q3-2026, compared to Adjusted Net Income⁽¹⁾ of $41.0 million, or $0.16 per share in Q3-2025.

• Net loss was $135.5 million in Q3-2026, compared to net loss of $2.7 million in Q3-2025. The increase in net loss was primarily due to non-cash impairment charges of $67.5 million principally related to goodwill at HEALWELL AI and the carrying value of BPSI, WELL Research's contract research business, the $24.4 million reverse takeover listing expense and transaction costs associated with the WELLSTAR listing, higher interest expense including the remeasurement expense on redeemable preferred shares, and the loss on early redemption of the convertible debentures, together with higher depreciation and amortization, share-based payments and transaction, restructuring and integration costs.

• Operating Adjusted Free Cash Flow Attributable to Shareholders ("FCFA2S")⁽¹⁾ was $13.3 million in Q3-2026, compared to FCFA2S⁽¹⁾ of $15.1 million in Q3-2025. FCFA2S⁽¹⁾ in Q3-2026 reflected higher Adjusted EBITDA⁽¹⁾ excluding the impact of Circle Medical Deferrals⁽²⁾, offset by strategic investments to upgrade our clinical portfolio, higher cash tax payments, and higher interest payments associated with the upsized credit line.

• WELL recognized deferred revenue related to Circle Medical Deferrals⁽²⁾ of $nil in Q3-2026 compared to $17.6 million in Q3-2025. Excluding the impact of Circle Medical Deferrals⁽²⁾, revenue would have been $347.0 million in Q3-2025, representing 17% YoY growth, Adjusted EBITDA⁽¹⁾ would have been $42.3 million, representing 20% YoY growth, Adjusted EBITDA attributable to WELL Shareholders⁽¹⁾ would have been $30.9 million, representing 13% YoY growth, Adjusted Net Income⁽¹⁾ would have been $32.1 million, representing 15% YoY decline, and Adjusted Gross Profit⁽¹⁾ would have been $148.2 million, representing 20% YoY growth, for Q3-2026 compared to the same period prior year.

Segmented Revenue (including intersegment revenue)

• Canadian Patient Services revenues were $164.9 million in Q3-2026, an increase of 49% compared to $110.5 million in Q3-2025.

• USA Patient and Provider Services revenues were $182.9 million in Q3-2026, a decrease of 8% compared to $198.8 million in Q3-2025. Excluding the impact of Circle Medical Deferrals⁽²⁾, revenue in Q3-2025 would have been $181.2 million, representing an increase of $1.7 million and 1% YoY growth.

• The Company's SaaS technology and services subsidiary, including WELLSTAR, achieved revenues of $26.3 million in Q3-2026, an increase of 25% compared to $21.0 million in Q3-2025. WELLSTAR achieved revenues of $24.4 million in Q3-2026, an increase of 34% compared to $18.3 million in Q3-2025. WELLSTAR's growth was driven by healthy organic growth and acquisitions.

• Revenues from the Company's other segments including HEALWELL, Corporate and WELL Research were $44.6 million in Q3-2026, an increase of 4% compared to $43.0 million in Q3-2025.

Third Quarter 2026 Patient Visit Metrics

• WELL recorded a total of 2.0 million patient visits in Q3-2026, an increase of 12% compared to 1.7 million patient visits in Q3-2025.

• Canadian Patient Services visits increased 20% over the past year to 1.3 million patient visits, compared to 1.1 million patient visits in Q3-2025, primarily driven by acquisitions as well as organic growth.

• As of the end of Q3-2026, WELL reported 302 clinics across Canada, including primary care, diagnostics, allied health, specialty and executive health clinics, an increase of 18% compared to 256 clinics at the end of Q3-2025.

Third Quarter 2026 Key Business Highlights

On September 29, 2026, WELLSTAR Technologies Corp. ("WELLSTAR") completed its previously announced amalgamation with 1587818 B.C. Ltd. ("818") pursuant to the terms of an amalgamation agreement entered into with 818 on July 7, 2026, for the purposes of listing the resulting entity's subordinate voting shares on the TSX Venture Exchange (the "TSXV"). The transaction was accounted for as a reverse asset acquisition under IFRS 2, with WELLSTAR as the accounting acquirer. Immediately before the amalgamation, WELLSTAR completed a six-for-one share consolidation and WELLSTAR's Series A and Series B redeemable preferred shares converted into subordinate voting shares.

On August 19, 2026, the Company redeemed all $70.0 million principal amount of its outstanding 5.5% convertible senior unsecured debentures prior to maturity, at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest.

On July 30, 2026, WELLSTAR completed a brokered private placement of subscription receipts raising aggregate gross proceeds of $50 million, ahead of WELLSTAR's planned listing on the TSXV. The private placement consisted of a $36.2 million treasury offering and $13.8 million secondary offering. Net proceeds of the concurrent financing are expected to be used by WELLSTAR for strategic acquisitions, AI-related innovation, organic growth initiatives, and general corporate purposes.

On July 15, 2026, WELL closed its inaugural private placement offering of $150 million aggregate principal amount of 6.875% senior unsecured notes due July 15, 2031, issued at par under a trust indenture and ranking equally in right of payment with all other present and future senior unsecured indebtedness of the Company. The net proceeds were used to redeem the Company's convertible debentures ahead of their December 2026 maturity, with the balance available for general corporate purposes.

Events Subsequent to September 30, 2026

On October 1, 2026, WELLSTAR's subordinate voting shares commenced trading on the TSXV at the market open, under the ticker symbol "WSTR".

On October 28, 2026, WELL and HEALWELL announced that the Competition Bureau had concluded its merger review of WELL's acquisition of HEALWELL and issued a No Action Letter, followed by a Letter of Discontinuance received on November 4, 2026.

Management Updates

On September 9, 2026, the Company announced the appointment of Evelyn Sutherland as Chief Financial Officer, effective September 21, 2026. Ms. Sutherland brings more than 20 years of senior financial leadership experience, including prior CFO roles at Staples Canada and Enercare Inc., and has completed more than 50 acquisitions and divestitures.

On August 4, 2026, the Company announced the appointment of Loreto Grimaldi as Chief Legal Officer and Kaytek Przybylski as Chief Digital & Information Officer. Mr. Grimaldi brings more than 25 years of legal and governance experience, most recently serving as Chief Executive Officer of Tricor Automotive Group. Mr. Przybylski brings more than 25 years of technology leadership experience, most recently serving as Chief Digital Officer at Lantern.

Outlook

WELL expects its strong operational performance to continue through the remainder of 2026 and into 2027. With WELLSTAR now publicly listed and the Competition Bureau's review of the HEALWELL acquisition concluded, the Company expects to focus on execution across OneWELL: growing the Canadian clinic network, deepening the use of WELLSTAR's technology and HEALWELL's clinical decision support and data interoperability capabilities, and converting that integration into organic growth and margin improvement. Technology and AI investments already underway, including workflow tools that are increasing visits per provider, are expected to drive structural margin improvement and fund continued reinvestment in the Company's highest return growth opportunities.

The Company reaffirms its 2026 Adjusted EBITDA⁽¹⁾ guidance of between $185 million and $195 million, which was increased in August from $175 million to $185 million. The Company updates its guidance for 2026 annual revenue to be approximately $1.58 billion, based on continued outperformance in Canadian Patient Services, offset by softer revenue in USA Patient and Provider Services, with profitability intact.

The Company previously set a target for its Canadian Patient Services business to achieve $100 million in annualized Adjusted EBITDA⁽¹⁾ run-rate by the end of 2026, which was achieved one quarter ahead of plan in Q3-2026. This is distinct from, and in addition to, the broader WELL Canada milestone (defined as Canadian Clinics + WELLSTAR) announced in August 2026. The Company continues to target an annualized revenue run-rate of over $1 billion for Canadian Clinics plus WELLSTAR by the end of 2028.

Excluding the impacts of Circle Medical Deferrals⁽²⁾, the Company expects to continue its multi-year trend of delivering better than 10% annual growth in Adjusted EBITDA⁽¹⁾ inclusive of acquisitions and organic growth.

The Company remains fully committed to disciplined capital allocation, with its Canadian Clinic program as the primary destination for incremental capital. This focus is the central rationale behind the Company's ongoing evaluation of strategic alternatives for its US care delivery assets.

WELL's 2026 guidance assumes, among other factors, only acquisitions announced to date. As of September 30, 2026, the Company has recognized all of the $17.6 million in Circle Medical Deferrals⁽²⁾ contemplated in its 2026 guidance, which results in close to 100% contribution to Adjusted EBITDA⁽¹⁾. The Company does not expect any additional Circle Medical Deferrals⁽²⁾.

Conference Call

WELL will hold a conference call and simultaneous webcast to discuss its Third Quarter 2026 financial results for the period ended September 30, 2026, on Monday, November 9, 2026 at 5:30 pm EST (3:30 pm PCT). The call will be hosted by Hamed Shahbazi, Chairman and Chief Executive Officer, and Evelyn Sutherland, Chief Financial Officer. Please dial in 10 minutes prior to the start of the call.

Please use the following dial-in numbers: 1-800-717-1738 (Toll Free) or 1-289-514-5100 (Toronto Local/International Toll).

The conference call will also be simultaneously webcast. To attend the webcast, register here or visit https://well.company/events/ for details.

Selected Unaudited Financial Highlights

Please see SEDAR+ for complete copies of the Company's condensed interim consolidated financial statements (unaudited) and interim MD&A for the quarter ended September 30, 2026.

		Quarter ended									Nine months ended
		September 30,			June 30,			September 30,			September 30,			September 30,
		2026			2026			2025			2026			2025
Revenue		407,399			400,430			364,599			1,176,090			1,015,409
Cost of sales (excluding depreciation and amortization)		(229,551	)		(222,017	)		(198,828	)		(656,662	)		(573,427	)
Adjusted Gross Profit(1)		177,848			178,413			165,771			519,428			441,982
Adjusted Gross Margin(1)		43.7 %			44.6 %			45.5 %			44.2 %			43.5 %
Adjusted EBITDA(1)		50,882			48,110			59,917			142,060			137,229
Net (loss) income		(135,505	)		(7,790	)		(2,653	)		(148,622	)		(27,541	)
Adjusted Net Income(1)		27,344			11,588			40,997			54,481			74,276
(Loss) earnings per share, basic (in $)		(0.50	)		(0.04	)		0.02			(0.59	)		(0.12	)
(Loss) earnings per share, diluted (in $)		(0.50	)		(0.04	)		0.02			(0.59	)		(0.12	)
Adjusted Net income Per Share, basic (in $)(1)		0.11			0.05			0.16			0.21			0.29
Adjusted net income per share, diluted (in $) (1)		0.11			0.04			0.16			0.21			0.29
Reconciliation of net income (loss) to Adjusted EBITDA(1):
Net (loss) income for the period		(135,505	)		(7,790	)		(2,653	)		(148,622	)		(27,541	)
Depreciation and amortization		30,282			27,673			26,520			83,527			71,461
Income tax expense (recovery)		3,355			7,882			9,562			9,781			14,256
Net finance cost		43,646			22,754			15,886			85,851			39,219
Rent expense on finance leases		(6,829	)		(6,601	)		(4,935	)		(19,658	)		(15,030	)
Share-based payments		8,940			8,487			5,949			22,650			14,229
Foreign exchange (gain) loss		(7	)		(640	)		1,734			(445	)		786
Time-based earnout expense		686			2,339			1,583			2,807			6,935
Change in fair value of investments		5,340			(17,590	)		311			(12,332	)		22,795
Change in fair value of derivative liability		614			(104	)		488			(1,065	)		(1,642	)
(Gain) loss on disposal of assets and investments		-			(684	)		(10,950	)		(88	)		(10,974	)
Share of net loss of associates		(247	)		14			146			38			2,643
Transaction, restructuring and integration costs expensed		3,289			7,745			3,946			16,435			10,613
Loss on early settlement of convertible debentures		4,754			-			-			4,754			-
Legal settlements and defense costs (recovery)		629			4,595			1,823			6,247			(1,781	)
Reverse takeover listing expense and transaction costs		24,445			-			-			24,445			-
Impairment charge and other items		67,490			30			10,507			67,735			11,260
Adjusted EBITDA(1)		50,882			48,110			59,917			142,060			137,229
Attributable to WELL shareholders(1)		34,830			35,284			43,225			100,575			100,976
Attributable to Non-controlling interests(1)		16,052			12,826			16,692			41,485			36,253
Adjusted EBITDA(1)
WELL Corporate		(12,029	)		(11,656	)		(8,767	)		(35,957	)		(23,831	)
Canada and others		33,799			28,754			22,388			85,114			66,211
US operations		29,112			31,012			46,296			92,903			94,849
Adjusted EBITDA attributable to WELL shareholders(1)
WELL Corporate		(11,641	)		(11,222	)		(8,767	)		(34,530	)		(23,831	)
Canada and others		28,420			24,785			20,135			73,352			60,122
US operations		18,051			21,721			31,857			61,753			64,685
Adjusted EBITDA attributable to Non-controlling interests(1)
WELL Corporate		(388	)		(434	)		-			(1,427	)		-
Canada and others		5,379			3,969			2,253			11,762			6,089
US operations		11,061			9,291			14,439			31,150			30,164
Reconciliation of net income (loss) to Adjusted Net Income (Loss)(1):
Net (loss) income for the period		(135,505	)		(7,790	)		(2,653	)		(148,622	)		(27,541	)
Amortization of acquired intangible assets		22,785			18,825			17,841			59,560			48,307
Interest accretion		28,801			6,372			-			41,321			-
Time-based earnout expense		686			2,339			1,583			2,807			6,935
Share-based payments		8,940			8,487			5,949			22,650			14,229
Change in fair value of investments		5,340			(17,590	)		311			(12,332	)		22,795
Change in fair value of derivative liability		614			(104	)		488			(1,065	)		(1,642	)
Share of net loss of associates		(247	)		14			146			38			2,643
Impairment charge and other items		67,490			30			10,507			67,735			11,260
Loss on early settlement of convertible debentures		4,754			-			-			4,754			-
Reverse takeover listing expense and transaction costs		24,445			-			-			24,445			-
Non-controlling interest included in net income (loss)		(759	)		1,005			6,825			(6,810	)		(2,710	)
Adjusted Net Income (1)		27,344			11,588			40,997			54,481			74,276
Adjusted EBITDA(1)		50,882			48,110			59,917			142,060			137,229
Circle Medical Deferral(2)		-			(4,755	)		(17,561	)		(17,579	)		(20,645	)
Cash Income Tax		(5,782	)		(2,907	)		(1,875	)		(14,443	)		(10,837	)
Cash Interest		(9,826	)		(9,833	)		(6,963	)		(26,095	)		(21,177	)
Cash Capital Expenditure		(9,702	)		(12,312	)		(8,005	)		(32,232	)		(19,390	)
Adjusted Free Cash Flow(1)		25,572			18,303			25,513			51,711			65,180
Attributable to WELL shareholders(1)		13,290			11,676			15,132			26,583			38,636

 

Footnotes

1. Non-GAAP Financial Measures

In addition to results reported in accordance with International Financial Reporting Standards ("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 EBITDA attributable to WELL Shareholders, Adjusted EBITDA attributable to Non-controlling interests, Adjusted Net Income, and Adjusted Net Income Per Share (basic and diluted). 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 total segment revenue or consolidated revenue, as applicable. 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 premises leases considered to be finance leases under IFRS 16 "Leases" and before (ii) transaction, restructuring, and integration costs, legal settlements and defense costs, time-based earn-out expense, change in fair value of investments, change in fair value of derivative liability, share of income (loss) of associates, impairment charge, foreign exchange gain/loss, and share-based payments, 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 an alternative to net income (loss), cash flow from operating activities or other measures of financial performance defined under IFRS. Adjusted EBITDA for Q3-2026 and Q3-2025 includes deferred revenue related to Circle Medical ("Circle Medical Deferrals") of $nil and $17.6 million, respectively.

Adjusted EBITDA Margin

The Company defines Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Total Segment Revenue.

Adjusted EBITDA Attributable to WELL Shareholders/Adjusted EBITDA Attributable to Non-Controlling Interests

The Company defines Adjusted EBITDA attributable to WELL Shareholders (or Shareholder EBITDA) and Adjusted EBITDA attributable to Non-controlling interests as the sum of the Adjusted EBITDA for each relevant legal entity multiplied by WELL's or the non-controlling interests' equity ownership, respectively.

Adjusted Net Income and Adjusted Net Income Per Share, Basic and Diluted

The Company defines Adjusted Net Income as net income (loss), after excluding the effects of share-based payments, amortization of acquired intangible assets, interest accretion, time-based earnout expense, change in fair value of investments, change in fair value of derivative liability, share of income (loss) of associates, impairment charge, gains/losses that are not reflective of ongoing operating performance and non-controlling interests. The Company revised its definition of Adjusted Net Income starting from the quarter ended September 30, 2024 to exclude share of loss of associates and gains/losses that are not reflective of ongoing operating performance. Comparative figures have been adjusted to conform to the current period definition. Adjusted Net Income Per Share is Adjusted Net Income divided by the 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

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.

Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, Adjusted EBITDA attributable to WELL Shareholders, Adjusted EBITDA attributable to Non-controlling interests, Adjusted Net Income, and Adjusted Net Income per Share (basic and diluted) 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.

Certain of the Company's non-GAAP financial measures including Adjusted EBITDA, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Net Income, and Adjusted Net Income per share (basic and diluted) were materially impacted by the revenue deferral at Circle Medical and the revenue impact at CRH Medical resulting from impaired revenue cycle management services after the billing provider cyberattack. For more details, please refer to the Overall Performance section of the Company's 2025 Annual MD&A.

2. Circle Medical Deferred Revenue Adjustments

Circle Medical's deferred revenue adjustments or "Circle Medical Deferrals" refer to adjustments related to the deferred recognition of certain revenues at Circle Medical in accordance with IFRS 15 "Revenue from Contracts with Customers". Since deferred revenues do not include significant added cash flow, management provides its key results and outlook including and excluding deferred revenues to facilitate improved insights to WELL's financial results. For more details, please refer to the Overall Performance section of the Company's 2025 Annual MD&A.

3. Same-Clinic Sales Growth

Same-Clinic Sales Growth represents the year-over-year percentage change in revenue generated by clinics owned and operated by WELL for at least four complete consecutive fiscal quarters prior to the reporting quarter and included in both comparable reporting periods.

The calculation includes all revenue recognized during the reporting period, including retroactive government payments, physician funding adjustments and other government healthcare program payments, regardless of the period to which those payments relate.

WELL HEALTH TECHNOLOGIES CORP.

Per: "Hamed Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director

About WELL Health Technologies Corp.

WELL Health Technologies Corp. (TSX: WELL) (OTCQX: WHTCF) is Canada's largest outpatient healthcare company and a leading provider of technology-enabled healthcare solutions. WELL is building the infrastructure for a healthier Canada, where every patient gets better care, every provider is empowered by AI, and every piece of health data is protected. WELL owns and operates over 300 clinics in Canada, supporting more than 5 million annual patient visits. Through its subsidiary WELLSTAR, WELL provides electronic medical records, AI-powered clinical tools, patient engagement platforms and IT management services. WELL provides cybersecurity services through its CYBERWELL subsidiary. WELL is publicly traded on the TSX under the symbol "WELL" and on the OTC Exchange under the symbol "WHTCF". To learn more, please visit: www.well.company.

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws (collectively, "forward-looking information") concerning the Company and its subsidiaries. Forward-looking information includes statements concerning the Company's 2026 revenue and Adjusted EBITDA guidance; expected operational performance through the remainder of 2026 and into 2027; the targeted annualized revenue run-rate for Canadian Clinics and WELLSTAR by the end of 2028; expected annual Adjusted EBITDA growth, excluding Circle Medical Deferrals; the anticipated benefits of WELLSTAR's separate public listing and the OneWELL strategy; expansion of the Canadian clinic network and integration and adoption of WELLSTAR and HEALWELL technologies; expected improvements in productivity, organic growth and margins from technology and AI investments; capital allocation, reinvestment and acquisition opportunities; the evaluation of strategic alternatives for US care delivery assets and any potential resulting transactions; the intended use of WELLSTAR financing proceeds; and expectations regarding Circle Medical Deferrals. Forward-looking information may be identified by words such as "expects," "believes," "anticipates," "intends," "plans," "targets," "may," "will" and similar expressions, although not all forward-looking information contains these words. Forward-looking information is based on management's current expectations and assumptions, including sustained demand for the Company's services; anticipated patient volumes, provider recruitment and retention, clinic capacity and reimbursement levels; continued organic growth and successful integration of acquired businesses; timely and cost-effective deployment and adoption of technology and AI solutions and realization of anticipated efficiencies; access to capital and suitable acquisition opportunities; and stable regulatory, funding, economic and market conditions.

This news release also contains financial outlook information (collectively, "FOI") about estimated annual run-rate revenue, deferred revenue contributions, Adjusted EBITDA, operating Adjusted free cash flow attributable to shareholders, Adjusted gross profit, and Adjusted gross margin growth outlook, 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 FOI 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.

Actual results may differ materially due to risks including changes in patient demand, provider availability, reimbursement or government funding; competition and cost pressures; regulatory changes and compliance requirements; acquisition, integration and execution challenges; delays in technology deployment or adoption and failure to achieve anticipated AI benefits or efficiencies; cybersecurity incidents, privacy breaches and service disruptions; financing constraints, interest rate and foreign exchange fluctuations; litigation and other liabilities; and an inability to complete strategic transactions on acceptable terms or realize their anticipated benefits. Additional risks are described in the Company's most recent Annual Information Form and management's discussion and analysis available under its profile on SEDAR+ at www.sedarplus.ca.

Forward-looking information and FOI is provided as of the date of this news release, is not a guarantee of future performance and should not be unduly relied upon. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise forward-looking information as a result of new information, future events or otherwise.

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

For further information

Pardeep Sangha
Vice President, Investor Relations
investor@well.company
604-628-7266

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323185

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were WELL Health's Q3-2026 revenue and earnings results?

WELL reported $407.4 million in revenue and a $135.5 million net loss in Q3-2026, compared with $364.6 million in revenue and a $2.7 million net loss a year earlier. Adjusted EBITDA was $50.9 million, down 15%; excluding Circle Medical deferrals, it increased 20%.

What is WELL Health's 2026 financial guidance?

WELL reaffirmed 2026 adjusted EBITDA guidance of $185 million to $195 million and updated annual revenue guidance to approximately $1.58 billion. The guidance assumes only acquisitions announced to date.

Why is WELL Health evaluating strategic alternatives for its US care delivery assets?

WELL identifies its focus on Canadian clinics as the central rationale for its ongoing evaluation of strategic alternatives for US care delivery assets. Its Canadian Clinic program remains the primary destination for incremental capital.

Does WELL Health expect more Circle Medical deferred revenue?

WELL does not expect additional Circle Medical deferrals. As of September 30, 2026, it had recognized all $17.6 million contemplated in its 2026 guidance, with close to 100% contribution to adjusted EBITDA. None was recognized in Q3-2026, compared with $17.6 million in Q3-2025.