← Back to ARDT filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Ardent Health, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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Management's discussion and analysis of financial condition and results of operations should be read in conjunction with our
interim unaudited condensed consolidated financial statements and related notes contained elsewhere in this Quarterly
Report on Form 10-Q for the quarter ended June 30, 2026 (this "Quarterly Report") and our audited consolidated financial
statements for the year ended December 31, 2025 and related notes contained in our Annual Report. The following
discussion includes forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never
materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-
looking statements. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties
that could impact our business. In particular, we encourage you to review the risks and uncertainties described in the section
titled "Risk Factors" included in the Annual Report.
Unless otherwise indicated, all relevant financial and statistical information included herein relates to our consolidated
operations. Additionally, unless the context indicates otherwise, Ardent Health, Inc. and its affiliates are referred to in this
section as "we," "our," or "us."
Forward-Looking Statements
This Quarterly Report, including the following discussion, may contain certain "forward-looking statements," as that term is
defined in the U.S. federal securities laws. These forward-looking statements include, but are not limited to, statements other
than statements of historical facts, including, among others, statements relating to our future financial performance, our
business prospects and strategy, anticipated financial position, liquidity and capital needs, the industry in which we operate
and other similar matters. Words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks,"
"estimates," "could," "would," "will," "may," "can," "continue," "potential," "should" and the negative of these terms or other
comparable terminology often identify forward-looking statements. When reviewing the discussion below, you should keep
in mind the risks and uncertainties that could impact our business. These forward-looking statements are not guarantees of
future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the
results contemplated by the forward-looking statements, including the risk factors and other cautionary statements described
under the heading "Risk Factors" included in the Annual Report. These risks and uncertainties could cause actual results to
differ materially from those projected in forward-looking statements contained in this Quarterly Report or implied by past
results and trends. Our historical results are not necessarily indicative of the results that may be expected for any period in the
future.
Factors, risks, and uncertainties that could cause actual outcomes and results to be materially different from those
contemplated include, among others: (1) general economic and business conditions, both nationally and in the regions in
which we operate, including the impact of challenging macroeconomic conditions and inflationary pressures, current
geopolitical instability, and impacts from the imposition of, or changes in, tariffs, as well as the potential impact on us of
uncertain political, financial, credit and capital conditions; (2) possible reductions or other changes in Medicare, Medicaid
and other state programs, including Medicaid supplemental payment programs, Medicaid waiver programs or state directed
payments, that could have an adverse effect on our revenues and business; (3) reduction in the reimbursement rates paid by
commercial payors, increased reimbursement denials or payment delays by commercial payors, our inability to retain and
negotiate favorable contracts with private third party payors, or an increasing volume of uninsured or underinsured patients;
(4) effects of changes in healthcare policy or legislation, including the One Big Beautiful Bill Act (the "OBBBA") and any
other reforms that have or may be undertaken by the current presidential administration, and legal and regulatory restrictions
on our hospitals that have physician owners; (5) the ability to achieve operating and financial targets, develop and execute
mitigation plans to offset to the extent possible impacts from the OBBBA, the expiration of temporary enhanced subsidies for
individuals eligible to purchase insurance coverage through health insurance marketplaces and imposition of tariffs, attain
expected levels of patient volumes and revenues, and control the costs of providing services; (6) security threats, catastrophic
events and other disruptions affecting our, our service providers’ or our joint venture ("JV") partners’ information technology
and related systems, which have adversely affected, and could in the future adversely affect, our relationships with patients
and business partners and subject us to legal claims and liabilities, reputational harm and business disruption and adversely
affect our financial condition; (7) the highly competitive nature of the healthcare industry and continued industry trends
towards clinical transparency and value-based purchasing may impact our competitive position; (8) inability to recruit and
retain quality physicians and increased labor costs resulting from increased competition for staffing or a continued or
increased shortage of experienced nurses, as well as the loss of key personnel, including key members of our management
team; (9) changes to physician utilization practices and treatment methodologies and other factors outside our control that
impact demand for medical services and may reduce our revenues and ability to grow profitability; (10) continued industry
trends toward value-based purchasing, third party payor consolidation and care coordination among healthcare providers;
(11) inability to successfully complete acquisitions or strategic JVs or inability to realize all of the anticipated benefits; (12)
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liabilities because of professional liability and other claims brought against our hospitals, physician practices, outpatient
facilities or other business operations; (13) exposure to certain risks and uncertainties by the JVs through which we conduct a
significant portion of our operations, including anticipated synergies of past acquisitions and the risk that transactions may
not receive necessary government clearances; (14) failure to obtain drugs and medical supplies at favorable prices or
sufficient volumes; (15) operational, legal and financial risks associated with outsourcing functions to third parties; (16) our
facilities are heavily concentrated in Texas and Oklahoma, which makes us sensitive to regulatory, economic and competitive
conditions and changes in those states; (17) negative impact of severe weather, climate change, and other factors beyond our
control, which could restrict patient access to care or cause one or more facilities to close temporarily or permanently; (18)
risks related to the Master Lease with Ventas ("Ventas Master Lease") and its restrictions and limitations on our business;
(19) the impact of our significant indebtedness and the ability to refinance such indebtedness on acceptable terms; (20) our
failure to comply with complex laws and regulations applicable to the healthcare industry or to adjust our operations in
response to changing laws and regulations; (21) the impact of governmental claims or governmental investigations, payor
audits and litigation brought against our hospitals, physician practices, outpatient facilities or other business operations; (22)
actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and
other requirements; (23) the impact of a deterioration of public health conditions associated with a future pandemic, epidemic
or outbreak of infectious disease; (24) actual or perceived failures to comply with applicable data protection, privacy and
security laws, regulations, standards and other requirements could adversely affect our business, results of operations and
financial condition; (25) inability to or delay in building, acquiring, selling, renovating or expanding our healthcare facilities;
(26) failure to comply with federal and state laws relating to Medicare and Medicaid enrollment, permit, licensing and
accreditation requirements; (27) the results of our efforts to use technology, including artificial intelligence ("AI") and
machine learning, to drive efficiencies, better outcomes and an enhanced patient experience; (28) our status as a controlled
company; (29) conflicts of interest between our controlling stockholder and other holders of our common stock; and (30)
other risk factors described in our filings with the SEC, including the Annual Report.
We caution you that the foregoing list may not contain all the forward-looking statements made in this Quarterly Report. You
should not rely upon forward-looking statements as predictions of future events.
The forward-looking statements in this Quarterly Report are based on management's current beliefs, expectations, and
projections about future events and trends affecting our business, results of operations, financial condition, and prospects.
These statements are subject to risks, uncertainties, and other factors described in the "Risk Factors" section of the Annual
Report. We operate in a competitive and rapidly changing environment where new risks and uncertainties can emerge,
making it impossible to predict all potential impacts on our forward-looking statements. Consequently, actual results may
differ materially from those described. The forward-looking statements pertain only to the date they are made, and we do not
undertake any obligation to update them to reflect new information or events unless required by law. You are advised not to
place undue reliance on these statements and to consult any additional disclosures we may provide through our other filings
with the SEC, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Overview
We are a leading provider of healthcare services in the United States, operating in eight growing mid-sized urban markets
across six states: Texas, Oklahoma, New Mexico, New Jersey, Idaho and Kansas. As of June 30, 2026, we deliver care
through a system of 30 acute care hospitals and more than 280 sites of care with over 2,000 employed and affiliated
providers. Affiliated providers are physicians and advanced practice providers with whom we contract for services through a
professional services agreement or other independent contractor agreement. We hold a leading position in a majority of our
markets, and we believe we are one of the leading healthcare systems based on market share and our integrated network of
hospitals, ambulatory facilities, and physician practices. We operate either independently or in partnership with premier
academic medical centers, large not-for-profit hospital systems, community physicians, and a community foundation through
our well-established and differentiated JV model. Collectively, we operate as a unified organization with a consumer-centric
approach to caring for our patients and our communities. Our strategic JV partners offer us significant advantages, including
expanded access points, clinical talent availability, local brand recognition, and scale that enable us to accelerate market
penetration. We believe that we help our partners enhance their network and regional presence through our operational
acumen. We strive to strengthen clinical services, drive operating improvements, and centrally manage operations to optimize
hospital performance and enhance patient care. In each of these partnerships, we are the majority owner and serve as the day-
to-day operator.
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Recent Developments
Regulatory Update
On July 4, 2025, Congress passed the OBBBA, its budget reconciliation act for fiscal year 2025. The OBBBA includes
provisions that may impact our financial performance and may substantially modify certain federal statutes and regulations to
which our operations are subject. The OBBBA provisions that may impact us have varying effective dates, and we are unable
to predict whether or how future legislation, rulemaking, or judicial action will impact implementation of the OBBBA. Of
particular relevance to us, the OBBBA may reduce the federal government's overall Medicaid expenditures and tighten
Medicaid eligibility requirements. The law limits eligibility for Medicaid by imposing work or community engagement
requirements for adults under 65 years old in Medicaid expansion states, including states with waiver-based expansions,
subject to limited exceptions, and requires eligibility redeterminations at least every six months for the Medicaid expansion
state population. State compliance is required by December 31, 2026.
In addition, the OBBBA includes significant changes to Medicaid funding mechanisms by restricting federal matching funds
received by state Medicaid programs. The law prohibits states from establishing new provider assessments or taxes, or
increasing the rates of existing provider assessments, for state fiscal years beginning after October 1, 2026, while also
limiting the structure and application of such assessments. The OBBBA also directs the U.S. Department of Health and
Human Services to revise regulations governing state directed payment ("SDP") arrangements to cap total payment rates paid
by Medicaid managed care organizations for certain services at Medicare payment rates instead of average commercial rates
and imposes lower caps in Medicaid expansion states. The revised regulations apply to SDP arrangements established on or
after July 4, 2025 unless the program meets certain grandfathering criteria. The OBBBA provides that payments under
grandfathered programs will be reduced beginning January 1, 2028.
The OBBBA also made significant changes to the U.S. federal tax law. Significant tax provisions of the OBBBA that will
impact us include (i) the return to the EBITDA formula used to calculate the business interest expense limitation under
Internal Revenue Code ("IRC") Section 163(j) and (ii) the allowance of 100% bonus depreciation for qualifying property
placed in service after January 19, 2025. The provisions of the OBBBA are not expected to have a material impact on our
effective tax rate.
Because our facilities rely in part on reimbursement from federal health care programs, including Medicaid, for the
reimbursement of services rendered, these changes may have a negative impact on our financial performance. Ongoing
budgetary uncertainties and continued efforts to reduce the federal deficit may result in further payment reductions to both
Medicaid and Medicare programs. For example, legislation that increases the federal deficit in the future could result in
automatic sequestration under the Pay-As-You-Go Act of 2010, which could result in cuts to Medicare reimbursement of up
to 4% if Congress does not take action to waive the sequestration.
In addition to changes made to federal healthcare programs, the OBBBA contains policy changes that are expected to
decrease the number of individuals who obtain health insurance from Affordable Care Act ("ACA") marketplace exchanges.
For example, the OBBBA effectively ends automatic renewals of coverage by requiring pre-enrollment verification of
eligibility. In addition to ending automatic renewals of ACA plans, the federal enhanced subsidies of ACA marketplace
exchange-based plans expired at the end of 2025 and were not extended by the OBBBA, which is likely to result in
significant cost increases for ACA plans. We also expect these reforms to ACA marketplace exchange-based plans to
adversely impact results in 2026, partially offset by our ongoing resiliency and cost reduction initiatives.
In September 2025, the Centers for Medicare & Medicaid Services ("CMS") began implementing the Rural Health
Transformation Program ("RHTP"), a federal initiative established by the OBBBA to support the stabilization and
modernization of healthcare delivery in rural communities nationwide. CMS indicated that funding allocations will be made
available to all 50 states, with states responsible for determining the structure and timing of distributions to eligible healthcare
participants. The RHTP authorizes total federal funding of $50 billion to be distributed over five federal fiscal years, with $10
billion available annually from federal fiscal years 2026 through 2030. Funding may be awarded by states through
subawards, subcontracts, or other arrangements, including payments for qualifying healthcare items and services, subject to
program requirements, funding policies, and other limitations. All authorized funds must be expended by October 1, 2032.
The RHTP is intended, in part, to mitigate the impact of certain Medicaid funding reductions enacted as part of the OBBBA.
However, the total funding available under the program is expected to be significantly less than the aggregate Medicaid
spending reductions included in the legislation, and there can be no assurance regarding the amount or timing of any RHTP
funding that may ultimately be available to providers. We are eligible to participate in the RHTP in all of the states in which
we operate, and we will continue to monitor state‑level program development and funding opportunities as implementation
progresses. During the six months ended June 30, 2026, no RHTP funds were obligated to or received by us.
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Key Factors Impacting Our Results of Operations
Staffing and Labor
Our operations are dependent on the efforts, abilities and experience of our management and medical support personnel, such
as nurses, pharmacists and lab technicians, as well as our physicians. We compete with other healthcare providers in
recruiting and retaining qualified management and support personnel responsible for the daily operations of each of our
hospitals and other facilities, including nurses and other non-physician healthcare professionals. At times, the availability of
nurses and other medical support personnel has been a significant operating issue for healthcare providers, including at
certain of our facilities. The impact of labor shortages across the healthcare industry may result in other healthcare facilities,
such as nursing homes, limiting admissions, which may constrain our ability to discharge patients to such facilities and
further exacerbate the demand on our resources, supplies and staffing.
We contract with various third parties who provide hospital-based physicians. Third party providers of hospital-based
physicians, including those with whom we contract, have experienced significant disruption in the form of regulatory
changes, including those stemming from enactment of the No Surprises Act, challenging labor market conditions resulting
from a shortage of physicians and inflationary wage-related pressures, as well as increased competition through consolidation
of physician groups. In some instances, providers of outsourced medical specialists have become insolvent and unable to
fulfill their contracts with us for providing hospital-based physicians. The success of our hospitals depends in part on the
adequacy of staffing, including through contracts with third parties. If we are unable to adequately contract with providers, or
the providers with whom we contract become unable to fulfill their contracts, our admissions may decrease, and our operating
performance, capacity and growth prospects may be adversely affected. Further, our efforts to mitigate the potential impact
on our business from third party providers who are unable to fulfill their contracts to provide hospital-based physicians,
including through acquisitions of outsourced medical specialist businesses, employment of physicians and re-negotiation or
assumption of existing contracts, may be unsuccessful. These developments with respect to providers of outsourced medical
specialists, and our inability to effectively respond to and mitigate the potential impact of such developments, may disrupt our
ability to provide healthcare services, which may adversely impact our business, financial condition and results of operations.
We also depend on the available labor pool of semi-skilled and unskilled employees in each of the markets in which we
operate. In some of our markets, employers across various industries have increased minimum wages, which has created
more competition and, in some cases, higher labor costs for this sector of employees.
Supplemental Payments
We receive a significant portion of our revenues from Medicare and Medicaid, and these programs are subject to extensive
regulation and frequent changes. Several states in which we operate utilize Medicaid supplemental payment programs
requiring periodic CMS approval to provide funding that is separate from base rates. These payments help offset shortfalls in
Medicaid reimbursement but generally do not cover the full cost of providing care, particularly after considering state and
local provider taxes used to fund the non‑federal share of Medicaid spending. States and federal agencies continue to review
and adjust supplemental payment structures, and some states have proposed modifications as part of their annual renewal
process with CMS. Recent federal legislation also introduces new limits on the financing and payment levels for certain
programs, which may result in decreased revenue from certain Medicaid supplemental payment programs in future periods
once program changes take effect.
During the three months ended June 30, 2026 and 2025, we recorded revenue of $197.1 million and $254.9 million,
respectively, related to Medicaid supplemental payment programs. The decrease in revenue from Medicaid supplemental
payment programs was primarily attributable to the delayed renewal of New Mexico's program during the prior year, which
corresponded to the recognition of two quarters of program revenue during the three months ended June 30, 2025. During
the six months ended June 30, 2026 and 2025, we recorded revenue of $384.9 million and $363.8 million, respectively,
related to Medicaid supplemental payment programs.
Seasonality
We typically experience higher patient volumes and revenue in the fourth quarter of each year in our acute care facilities. We
typically experience such seasonal volume and revenue peaks because more people generally become ill during the winter
months, which in turn results in significant increases in the number of patients we treat during those months. In addition,
revenue in the fourth quarter is also impacted by increased utilization of services due to annual deductibles, which are not
usually met until later in the year, and patient utilization of their healthcare benefits before they expire at year-end.
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Inflation
The healthcare industry is labor intensive. Wages and other expenses increase during periods of inflation and when labor
shortages occur in the marketplace. In addition, our suppliers pass along rising costs to us in the form of higher prices. We
have implemented cost control measures in an attempt to curb increases in operating costs and expenses. We have generally
offset increases in operating costs by increasing reimbursement for services, expanding services and reducing costs in other
areas. However, we cannot predict our ability to cover or offset future cost increases, particularly any increases in our cost of
providing health insurance benefits to our employees.
Geographic Concentration
The information below provides an overview of our operations in certain markets as of June 30, 2026.
Texas. We operated 13 acute care hospital facilities (including one managed hospital that is owned by The University of
Texas Health Science Center at Tyler, an affiliate of The University of Texas System) with 1,436 licensed beds that serve the
areas of Tyler, Amarillo and Killeen, Texas. For the six months ended June 30, 2026, we generated 35.3% of our total
revenue in the Texas market.
Oklahoma. We operated eight acute care hospital facilities with 1,173 licensed beds that serve the area of Tulsa, Oklahoma.
For the six months ended June 30, 2026, we generated 22.9% of our total revenue in the Oklahoma market.
New Mexico. We operated five acute care hospital facilities with 619 licensed beds that serve the areas of Albuquerque and
Roswell, New Mexico. For the six months ended June 30, 2026, we generated 17.9% of our total revenue in the New Mexico
market.
New Jersey. We operated two acute care hospital facilities with 476 licensed beds that serve the areas of Montclair and
Westwood, New Jersey. For the six months ended June 30, 2026, we generated 10.3% of our total revenue in the New Jersey
market.
Other Industry Trends
The demand for healthcare services continues to be impacted by the following trends:
•A growing focus on healthcare spending by consumers, employers and insurers, who are actively seeking lower-cost
care solutions;
•A shift in patient volumes from inpatient to outpatient settings due to technological advancements and demand for
care that is more convenient, affordable and accessible;
•The growing aged population, which requires greater chronic disease management and higher-acuity treatment; and
•Ongoing consolidation of providers and insurers across the healthcare industry.
Additionally, the healthcare industry, particularly acute care hospitals, continues to be subject to ongoing regulatory
uncertainty. Changes in federal or state healthcare laws, regulations, funding policies or reimbursement practices, especially
those involving reductions to government payment rates or limitations on what providers may charge, could significantly
impact future revenue and operations. For example, the No Surprises Act prohibits providers from charging patients an
amount beyond the in-network cost sharing amount for services rendered by out-of-network providers, subject to limited
exceptions. For services for which balance billing is prohibited, the No Surprises Act includes provisions that may limit the
amounts received by out-of-network providers from health plans. Any reduction in the rates that we can charge or amounts
we can receive for our services will reduce our total revenue and our operating margins.
Results of Operations
Revenue and Volume Trends
Our revenue depends upon inpatient occupancy levels, ancillary services and therapy programs ordered by physicians and
provided to patients, the volume of outpatient procedures and the charges and negotiated payment rates for such services.
Total revenue is comprised of net patient service revenue and other revenue. We recognize patient service revenue in the
period in which we provide services. Patient service revenue includes amounts we estimate to be reimbursable by Medicare,
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Medicaid and other payors under provisions of cost or prospective reimbursement formulas in effect. The amounts we receive
from these payors are generally less than the established billing rates, and we report patient service revenue net of these
differences (contractual adjustments) at the time we render the services. We also report patient service revenue net of the
effects of other arrangements where we are reimbursed for services at less than established rates, including certain self-pay
adjustments provided to uninsured patients. We also record estimated implicit price concessions (based primarily on
historical collection experience) related to uninsured accounts to record self-pay revenue at the estimated amount expected to
be collected.
Total revenue for the three months ended June 30, 2026 decreased $23.0 million, or 1.4%, compared to the same prior year
period. The decrease in total revenue for the three months ended June 30, 2026 was driven by a decrease in net patient service
revenue per adjusted admission of 3.9%, partially offset by an increase in adjusted admissions of 2.5%. The increase in
adjusted admissions was primarily attributable to an increase in outpatient service revenue driven by a shift from inpatient to
outpatient sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions and
total surgeries of 1.0% and 2.9%, respectively. The decrease in net patient service revenue per adjusted admission was
primarily attributable to changes in payor mix and a decrease in revenue from Medicaid supplemental payment programs of
$57.8 million compared to the same prior year period due to the delayed renewal of New Mexico's Medicaid supplemental
payment program during the prior year, which corresponded to the recognition of two quarters of program revenue during the
three months ended June 30, 2025.
Total revenue for the six months ended June 30, 2026 increased $81.6 million, or 2.6%, compared to the same prior year
period. The increase in total revenue for the six months ended June 30, 2026 was driven by an increase in adjusted
admissions of 2.3% and an increase in net patient service revenue per adjusted admission of 0.6%. The increase in adjusted
admissions was primarily attributable to an increase in outpatient service revenue driven by a shift from inpatient to
outpatient sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions, total
surgeries, and emergency room visits of 1.1%, 0.9%, and 1.5%, respectively. The increase in net patient service revenue per
adjusted admission was primarily attributable to contractual rate increases from managed care payors and an increase in
revenue from Medicaid supplemental payment programs of $21.1 million compared to the same prior year period.
A key competitive strength and a significant component of our growth strategy has been our well-established and
differentiated JV model, which has resulted in partnerships with premier academic medical centers, large not-for-profit
hospital systems, community physicians, and a community foundation. During the three months ended June 30, 2026 and
2025, total revenue related to these entities was $464.7 million and $460.0 million, respectively, which represented 28.6%
and 28.0%, respectively, of our total revenue for such periods. During the six months ended June 30, 2026 and 2025, total
revenue related to these entities was $934.9 million and $888.6 million, respectively, which represented 29.0% and 28.3%,
respectively, of our total revenue for such periods.
The following table provides the sources of our total revenue by payor:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Medicare 40.2% 39.1% 41.0% 39.5%
Medicaid 9.8% 9.7% 9.9% 9.9%
Other managed care 42.4% 44.0% 42.6% 43.6%
Self-pay and other 6.0% 5.6% 5.1% 5.4%
Net patient service revenue 98.4% 98.4% 98.6% 98.4%
Other revenue 1.6% 1.6% 1.4% 1.6%
Total revenue 100.0% 100.0% 100.0% 100.0%
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Operating Results Summary for the Three Months Ended June 30, 2026 and 2025
The following table sets forth, for the periods indicated, the consolidated results of our operations expressed in dollars and as
a percentage of total revenue.
Three Months Ended June 30,
(Unaudited, dollars in thousands) 2026 2025
Amount % Amount %
Total revenue $1,622,245 100.0% $1,645,280 100.0%
Expenses:
Salaries and benefits 676,186 41.7% 671,697 40.8%
Professional fees 327,843 20.2% 297,012 18.1%
Supplies 279,621 17.2% 270,639 16.4%
Rents and leases 27,957 1.7% 27,825 1.7%
Rents and leases, related party 38,686 2.4% 37,819 2.3%
Other operating expenses 174,838 10.8% 163,698 10.0%
Interest expense 12,569 0.8% 14,729 0.9%
Depreciation and amortization 41,342 2.5% 39,309 2.4%
Other non-operating losses — 0.0% 560 0.0%
Total operating expenses 1,579,042 97.3% 1,523,288 92.6%
Income before income taxes 43,203 2.7% 121,992 7.4%
Income tax expense 8,514 0.6% 26,291 1.6%
Net income 34,689 2.1% 95,701 5.8%
Net income attributable to noncontrolling interests 17,790 1.1% 22,751 1.4%
Net income attributable to Ardent Health, Inc. $16,899 1.0% $72,950 4.4%
Operating Results Summary for the Six Months Ended June 30, 2026 and 2025
The following table sets forth, for the periods indicated, the consolidated results of our operations expressed in dollars and as
a percentage of total revenue.
Six Months Ended June 30,
(Unaudited, dollars in thousands) 2026 2025
Amount % Amount %
Total revenue $3,224,115 100.0% $3,142,514 100.0%
Expenses:
Salaries and benefits 1,337,617 41.5% 1,329,349 42.3%
Professional fees 644,913 20.0% 577,869 18.4%
Supplies 548,174 17.0% 529,494 16.8%
Rents and leases 55,038 1.7% 55,586 1.8%
Rents and leases, related party 77,372 2.4% 75,869 2.4%
Other operating expenses 339,989 10.5% 294,465 9.5%
Interest expense 24,780 0.8% 28,905 0.9%
Depreciation and amortization 84,328 2.6% 75,510 2.4%
Other non-operating gains (5,890) (0.2%) (20,723) (0.7%)
Total operating expenses 3,106,321 96.3% 2,946,324 93.8%
Income before income taxes 117,794 3.7% 196,190 6.2%
Income tax expense 24,617 0.8% 41,524 1.3%
Net income 93,177 2.9% 154,666 4.9%
Net income attributable to noncontrolling interests 36,428 1.1% 40,333 1.3%
Net income attributable to Ardent Health, Inc. $56,749 1.8% $114,333 3.6%
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The following table provides information on certain drivers of our total revenue:
Three Months Ended June 30, Six Months Ended June 30,
2026 % Change 2025 2026 % Change 2025
Operating Statistics
Total revenue (in thousands) $1,622,245 (1.4)% $1,645,280 $3,224,115 2.6% $3,142,514
Hospitals operated (at period end) (1) 30 0.0% 30 30 0.0% 30
Licensed beds (at period end) (2) 4,281 0.0% 4,281 4,281 0.0% 4,281
Utilization of licensed beds (3) 49% (2.0)% 50% 50% 0.0% 50%
Admissions (4) 41,104 (1.0)% 41,535 82,036 (1.1)% 82,924
Adjusted admissions (5) 89,326 2.5% 87,167 175,570 2.3% 171,703
Inpatient surgeries (6) 9,106 (7.5)% 9,840 18,362 (3.8)% 19,090
Outpatient surgeries (7) 22,649 (0.9)% 22,860 44,735 0.4% 44,572
Total surgeries 31,755 (2.9)% 32,700 63,097 (0.9)% 63,662
Emergency room visits (8) 156,896 0.2% 156,622 313,064 (1.5)% 317,871
Patient days (9) 189,223 (2.8)% 194,738 386,352 (1.2)% 390,952
Total encounters (10) 1,581,207 6.0% 1,491,905 3,145,321 6.9% 2,942,534
Average length of stay (11) 4.60 (1.7)% 4.68 4.71 0.0% 4.71
Net patient service revenue per adjusted admission (12) $17,864 (3.9)% $18,581 $18,111 0.6% $18,001
(1)"Hospitals operated (at period end)." This metric represents the total number of hospitals operated by us at the end of the applicable period, irrespective of
whether the hospital real estate is (i) owned by us, (ii) leased by us or (iii) held through a controlling interest in a JV. This metric includes the managed clinical
operations of the hospital at UT Health North Campus in Tyler, Texas ("UT Health North Campus Tyler"), a hospital owned by The University of Texas Health
Science Center at Tyler ("UTHSCT"), an affiliate of The University of Texas System. Since we only manage the clinical operations of UT Health North
Campus Tyler, the financial results of such entity are not consolidated by us.
(2)"Licensed beds (at period end)." This metric represents the total number of beds for which the appropriate state agency licenses a facility, regardless of whether
the beds are actually available for patient use.
(3)"Utilization of licensed beds." This metric represents a measure of the actual utilization of our inpatient facilities, computed by (i) dividing patient days by the
number of days in each period, and (ii) further dividing that number by average licensed beds, which is calculated by dividing total licensed beds (at period end)
by the number of days in the period, multiplied by the number of days in the period the licensed beds were in existence.
(4)"Admissions." This metric represents the number of patients admitted for inpatient treatment during the applicable period.
(5)"Adjusted admissions." This metric is used by management as a general measure of combined inpatient and outpatient volume. Adjusted admissions provides
management with a key performance indicator that considers both inpatient and outpatient volumes by applying an inpatient volume measure (admissions) to a
ratio of gross inpatient and outpatient revenue to gross inpatient revenue. Gross inpatient and outpatient revenue reflect gross inpatient and outpatient charges
prior to estimated contractual adjustments, uninsured discounts, implicit price concessions, and other discounts. The calculation of adjusted admissions is
summarized as follows:
Adjusted Admissions = Admissions x (Gross Inpatient Revenue + Gross Outpatient Revenue)
Gross Inpatient Revenue
(6)"Inpatient surgeries." This metric represents the number of surgeries performed on patients who have been admitted to our hospitals. Pain management, c-
sections, and certain diagnostic procedures are excluded from inpatient surgeries.
(7)"Outpatient surgeries." This metric represents the number of surgeries performed on patients who have not been admitted to our hospitals. Pain management, c-
sections, and certain diagnostic procedures are excluded from outpatient surgeries.
(8)"Emergency room visits." This metric represents the total number of patients provided with emergency room treatment during the applicable period.
(9)"Patient days." This metric represents the total number of days of care provided to patients admitted to our hospitals during the applicable period.
(10)"Total encounters." This metric represents the total number of events where healthcare services are rendered resulting in a billable event during the applicable
period. This includes both hospital and ambulatory patient interactions.
(11)"Average length of stay." This metric represents the average number of days admitted patients stay in our hospitals.
(12)"Net patient service revenue per adjusted admission." This metric represents net patient service revenue divided by adjusted admissions for the applicable
period. Net patient service revenue reflects gross inpatient and outpatient charges less estimated contractual adjustments, uninsured discounts, implicit price
concessions, and other discounts.
Overview of the Three Months Ended June 30, 2026
Total revenue for the three months ended June 30, 2026 decreased $23.0 million, or 1.4%, compared to the same prior year
period. The decrease in total revenue for the three months ended June 30, 2026 was driven by a decrease in net patient service
revenue per adjusted admission of 3.9%, partially offset by an increase in adjusted admissions of 2.5%. The increase in
adjusted admissions was primarily attributable to an increase in outpatient service revenue driven by a shift from inpatient to
outpatient sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions and
total surgeries of 1.0% and 2.9%, respectively. The decrease in net patient service revenue per adjusted admission was
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primarily attributable to changes in payor mix and a decrease in revenue from Medicaid supplemental payment programs of
$57.8 million compared to the same prior year period due to the delayed renewal of New Mexico's Medicaid supplemental
payment program during the prior year, which corresponded to the recognition of two quarters of program revenue during the
three months ended June 30, 2025.
Total operating expenses increased $55.8 million, and 4.7% as a percentage of total revenue, for the three months ended June
30, 2026 compared to the same prior year period. When total revenue for the three months ended June 30, 2025 is normalized
to exclude $54.9 million of revenue related to the additional quarter of New Mexico supplemental payment program revenue,
total operating expenses increased 1.5% as a percentage of total revenue for the three months ended June 30, 2026 compared
to the same prior year period. The increase in total operating expenses as a percentage of total revenue was primarily driven
by increases in professional fees related to higher costs for hospital-based providers due to rising physician-related expenses.
Comparison of the Three Months Ended June 30, 2026 and 2025
Total revenue — Total revenue for the three months ended June 30, 2026 decreased $23.0 million, or 1.4%, compared to the
same prior year period. The decrease in total revenue for the three months ended June 30, 2026 was driven by a decrease in
net patient service revenue per adjusted admission of 3.9%, partially offset by an increase in adjusted admissions of 2.5%.
The increase in adjusted admissions was primarily attributable to an increase in outpatient service revenue driven by a shift
from inpatient to outpatient sites of care and growth in physician and urgent care clinic visits partially offset by declines in
admissions and total surgeries of 1.0% and 2.9%, respectively. The decrease in net patient service revenue per adjusted
admission was primarily attributable to changes in payor mix and a decrease in revenue from Medicaid supplemental
payment programs of $57.8 million compared to the same prior year period due to the delayed renewal of New Mexico's
Medicaid supplemental payment program during the prior year, which corresponded to the recognition of two quarters of
program revenue during the three months ended June 30, 2025.
Salaries and benefits — Salaries and benefits as a percentage of total revenue were 41.7% for the three months ended June
30, 2026 compared to 40.8% for the same prior year period. When total revenue is normalized for the recognition of two
quarters of New Mexico's Medicaid supplemental payment program revenue during the three months ended June 30, 2025 as
described above, salaries and benefits as a percentage of total revenue were 42.2% for the three months ended June 30, 2025.
The decrease in salaries and benefits as a percentage of total revenue, normalized for the recognition of two quarters of New
Mexico's Medicaid supplemental payment program revenue during the prior year period, was primarily attributable to the
ongoing execution of strategic productivity initiatives, including a reduction in contract labor of 41.6% compared to the prior
year period.
Professional fees — Professional fees as a percentage of total revenue were 20.2% for the three months ended June 30, 2026
compared to 18.1% for the same prior year period. When total revenue is normalized for the recognition of two quarters of
New Mexico's Medicaid supplemental payment program revenue during the three months ended June 30, 2025 as described
above, professional fees as a percentage of total revenue was 18.7% for the three months ended June 30, 2025. The increase
in professional fees as a percentage of total revenue, normalized for the recognition of two quarters of New Mexico's
Medicaid supplemental payment program revenue during the prior year period, was primarily attributable to higher costs for
hospital-based providers due to rising physician-related expenses during the three months ended June 30, 2026 compared to
the same prior year period.
Supplies — Supplies as a percentage of total revenue were 17.2% for the three months ended June 30, 2026 compared to
16.4% for the same prior year period. When total revenue is normalized for the recognition of two quarters of New Mexico's
Medicaid supplemental payment program revenue during the three months ended June 30, 2025 as described above, supplies
as a percentage of total revenue was 17.0% for the three months ended June 30, 2025.
Rents and leases — Rents and leases were $28.0 million for each of the three months ended June 30, 2026 and 2025.
Rents and leases, related party — Rents and leases, related party, consisted of lease expense related to the Ventas Master
Lease, under which we lease 10 of our facilities, and other lease agreements with Ventas for certain medical office buildings.
Rents and leases, related party, were $38.7 million and $37.8 million for the three months ended June 30, 2026 and 2025,
respectively.
Other operating expenses — Other operating expenses as a percentage of total revenue were 10.8% for the three months
ended June 30, 2026 compared to 10.0% for the same prior year period. Other operating expenses are comprised primarily of
repairs and maintenance, utilities, insurance (including professional liability insurance) and provider assessments. When total
revenue is normalized for the recognition of two quarters of New Mexico's Medicaid supplemental payment program revenue
during the three months ended June 30, 2025 as described above, other operating expenses as a percentage of total revenue
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were 10.4% for the three months ended June 30, 2025. The increase in other operating expenses as a percentage of total
revenue, normalized for the recognition of two quarters of New Mexico's Medicaid supplemental payment program revenue
during the prior year period, was primarily due to increases in provider assessments related to Medicaid supplemental
payment programs and professional and general liability expense compared to the same prior year period.
Interest expense — Interest expense was $12.6 million and $14.7 million for the three months ended June 30, 2026 and 2025,
respectively.
Other non-operating losses — Other non-operating losses were $0.6 million for the three months ended June 30, 2025.
Income tax expense — We recorded income tax expense of $8.5 million, which equates to an effective tax rate of 19.7%, for
the three months ended June 30, 2026 compared to income tax expense of $26.3 million, which equates to an effective tax
rate of 21.6%, for the same prior year period. The decrease in the effective tax rate was driven by an increase in
noncontrolling interest earnings as a percentage of pre-tax income.
Net income attributable to noncontrolling interests — During the three months ended June 30, 2026 and 2025, net income
attributable to noncontrolling interests was $17.8 million and $22.8 million, respectively, which consisted of net income
attributable to minority partners’ interests in hospitals and ambulatory services that are owned and operated though limited
liability companies ("LLCs") and consolidated by us. Income from operations before income taxes related to these LLCs was
$57.7 million and $68.0 million for the three months ended June 30, 2026 and 2025, respectively.
Overview of the Six Months Ended June 30, 2026
Total revenue for the six months ended June 30, 2026 increased $81.6 million, or 2.6%, compared to the same prior year
period. The increase in total revenue for the six months ended June 30, 2026 was driven by an increase in adjusted
admissions of 2.3% and an increase in net patient service revenue per adjusted admission of 0.6%. The increase in adjusted
admissions was primarily attributable to an increase in outpatient service revenue driven by a shift from inpatient to
outpatient sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions, total
surgeries, and emergency room visits of 1.1%, 0.9%, and 1.5%, respectively. The increase in net patient service revenue per
adjusted admission was primarily attributable to contractual rate increases from managed care payors and an increase in
revenue from Medicaid supplemental payment programs of $21.1 million compared to the same prior year period.
Total operating expenses increased $160.0 million, and increased 2.5% as a percentage of total revenue, for the six months
ended June 30, 2026 compared to the same prior year period. The increase in total operating expenses as a percentage of total
revenue was primarily attributable to increases in professional fees driven by higher costs for hospital-based providers due to
rising physician-related expenses and other operating expenses driven by increases in provider assessments related to
Medicaid supplemental payment programs and professional and general liability expense compared to the same prior year
period.
Comparison of the Six Months Ended June 30, 2026 and 2025
Total revenue — Total revenue for the six months ended June 30, 2026 increased $81.6 million, or 2.6%, compared to the
same prior year period. The increase in total revenue for the six months ended June 30, 2026 was driven by an increase in
adjusted admissions of 2.3% and an increase in net patient service revenue per adjusted admission of 0.6%. The increase in
adjusted admissions was primarily attributable to an increase in outpatient service revenue driven by a shift from inpatient to
outpatient sites of care and growth in physician and urgent care clinic visits partially offset by declines in admissions, total
surgeries, and emergency room visits of 1.1%, 0.9%, and 1.5%, respectively. The increase in net patient service revenue per
adjusted admission was primarily attributable to contractual rate increases from managed care payors and an increase in
revenue from Medicaid supplemental payment programs of $21.1 million compared to the same prior year period.
Salaries and benefits — Salaries and benefits as a percentage of total revenue were 41.5% for the six months ended June 30,
2026 compared to 42.3% for the same prior year period. The decrease in salaries and benefits as a percentage of total revenue
was primarily attributable to the ongoing execution of strategic productivity initiatives, including a reduction in contract labor
of 41.5% compared to the same prior year period.
Professional fees — Professional fees as a percentage of total revenue were 20.0% for the six months ended June 30, 2026
compared to 18.4% for the same prior year period. The increase in professional fees as a percentage of total revenue was
primarily attributable to higher costs for hospital-based providers due to rising physician-related expenses during the six
months ended June 30, 2026 compared to the same prior year period.
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Supplies — Supplies as a percentage of total revenue were 17.0% for the six months ended June 30, 2026 compared to 16.8%
for the same prior year period.
Rents and leases — Rents and leases were $55.0 million and $55.6 million for the six months ended June 30, 2026 and 2025,
respectively.
Rents and leases, related party — Rents and leases, related party, consisted of lease expense related to the Ventas Master
Lease and other lease agreements with Ventas for certain medical office buildings. Rents and leases, related party, were $77.4
million and $75.9 million for the six months ended June 30, 2026 and 2025, respectively.
Other operating expenses — Other operating expenses as a percentage of total revenue were 10.5% for the six months ended
June 30, 2026 compared to 9.5% for the same prior year period. The increase in other operating expenses as a percentage of
total revenue was primarily due to increases in provider assessments related to Medicaid supplemental payment programs and
professional and general liability expense compared to the same prior year period.
Interest expense — Interest expense was $24.8 million and $28.9 million for the six months ended June 30, 2026 and 2025,
respectively.
Other non-operating gains — Other non-operating gains were $5.9 million and $20.7 million for the six months ended June
30, 2026 and 2025, respectively. During the six months ended June 30, 2025, other non-operating gains included a gain on
business interruption insurance proceeds of $21.5 million related to a cybersecurity incident that impacted our operations and
information technology systems in November 2023 (the "Cybersecurity Incident").
Income tax expense — We recorded income tax expense of $24.6 million, which equates to an effective tax rate of 20.9%, for
the six months ended June 30, 2026 compared to income tax expense of $41.5 million, which equates to an effective tax rate
of 21.2%, for the same prior year period.
Net income attributable to noncontrolling interests — During the six months ended June 30, 2026 and 2025, net income
attributable to noncontrolling interests was $36.4 million and $40.3 million, respectively, which consists of net income
attributable to minority partners’ interests in hospitals and ambulatory services that are owned and operated though limited
liability companies and consolidated by us. Income from operations before income taxes related to these limited liability
companies was $120.6 million and $130.6 million for the six months ended June 30, 2026 and 2025, respectively.
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Supplemental Non-GAAP Information
We have included certain financial measures that have not been prepared in a manner that complies with U.S. generally
accepted accounting principles ("GAAP"), including Adjusted EBITDA and Adjusted EBITDAR. We define these terms as
follows:
Performance Measure
•"Adjusted EBITDA" is defined as net income plus (i) provision for income taxes, (ii) interest expense and (iii)
depreciation and amortization expense (or EBITDA), as adjusted to deduct noncontrolling interest earnings, and
excludes the effects of other non-operating losses; Cybersecurity Incident recoveries, net of incremental information
technology and litigation costs; certain legal matters and related costs; other expenses, including development,
restructuring and enterprise system conversion costs; equity-based compensation expense; and loss (income) from
disposed operations. See "Supplemental Non-GAAP Performance Measure."
Valuation Measure
•"Adjusted EBITDAR" is defined as Adjusted EBITDA further adjusted to add back rent expense payable to real
estate investment trusts ("REITs"), which consists of rent expense pursuant to the Ventas Master Lease, lease
agreements with Ventas for 18 medical office buildings and a lease arrangement with Medical Properties Trust, Inc.
("MPT") for Hackensack Meridian Mountainside Medical Center. See "Supplemental Non-GAAP Valuation
Measure."
Supplemental Non-GAAP Performance Measure
Adjusted EBITDA is a non-GAAP performance measure used by our management and external users of our financial
statements, such as investors, analysts, lenders, rating agencies and other interested parties, to evaluate companies in our
industry.
Adjusted EBITDA is a performance measure that is not prepared in accordance with GAAP and is presented in this Quarterly
Report because our management considers it an important analytical indicator that is commonly used within the healthcare
industry to evaluate financial performance and allocate resources. Further, our management believes that Adjusted EBITDA
is a useful financial metric to assess our operating performance from period to period by excluding certain material non-cash
items and unusual or non-recurring items that we do not expect to continue in the future and certain other adjustments we
believe are not reflective of our ongoing operations and our performance.
Because not all companies use identical calculations, our presentation of the non-GAAP measure may not be comparable to
other similarly titled measures of other companies.
While we believe this is a useful supplemental performance measure for investors and other users of our financial
information, you should not consider the non-GAAP measure in isolation or as a substitute for net income or any other items
calculated in accordance with GAAP. Adjusted EBITDA has inherent material limitations as a performance measure, because
it adds back certain expenses to net income, resulting in those expenses not being taken into account in the performance
measure. We have borrowed money, so interest expense is a necessary element of our costs. Because we have material capital
and intangible assets, depreciation and amortization expense are necessary elements of our costs. Likewise, the payment of
taxes is a necessary element of our operations. Because Adjusted EBITDA excludes these and other items, it has material
limitations as a measure of our performance.
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The following table presents a reconciliation of Adjusted EBITDA, a performance measure, to net income, determined in
accordance with GAAP:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Net income $34,689 $95,701 $93,177 $154,666
Adjusted EBITDA Addbacks:
Income tax expense 8,514 26,291 24,617 41,524
Interest expense 12,569 14,729 24,780 28,905
Depreciation and amortization 41,342 39,309 84,328 75,510
Noncontrolling interest earnings (17,790) (22,751) (36,428) (40,333)
Other non-operating losses (a) — 560 — 777
Cybersecurity Incident recoveries, net (b) — — — (19,705)
Certain legal matters and related costs 462 — 2,464 —
Other expenses, including development, restructuring and enterprise system conversion costs (c) 27,207 4,781 34,995 6,188
Equity-based compensation 7,952 11,246 16,881 20,509
Loss (income) from disposed operations 6 7 (5,877) 33
Adjusted EBITDA $114,951 $169,873 $238,937 $268,074
(a)Other non-operating losses include losses realized on certain non-recurring events or events that are non-operational in nature.
(b)Cybersecurity Incident recoveries, net represent insurance recovery proceeds associated with the Cybersecurity Incident, net of
incremental information technology and litigation costs.
(c)Other expenses, including development, restructuring and enterprise system conversion costs consist of (i) enterprise restructuring costs,
including severance costs related to workforce reductions for restructuring and CEO transition, (ii) penalties and costs incurred for
terminating pre-existing contracts at acquired facilities, (iii) third-party professional fees and expenses, salaries and benefits, and other
internal expenses incurred in connection with potential and completed acquisitions, and (iv) various costs incurred in connection with our
enterprise resource planning system conversion. These costs included (i) salaries and benefits of $17.2 million and $3.2 million for the
three months ended June 30, 2026 and 2025, respectively, and $21.5 million and $3.2 million for the six months ended June 30, 2026 and
2025, respectively, (ii) professional fees of $9.8 million and $0.8 million for the three months ended June 30, 2026 and 2025,
respectively, and $13.1 million and $2.0 million for the six months ended June 30, 2026 and 2025, respectively, and (iii) other expenses
of $0.2 million and $0.8 million for the three months ended June 30, 2026 and 2025, respectively, and $0.4 million and $1.0 million for
the six months ended June 30, 2026 and 2025, respectively. The increase in salaries and benefits for the three and six months ended June
30, 2026, compared to the respective prior year periods, was primarily driven by non-recurring severance costs as a result of workforce
reductions in connection with enterprise restructuring activity and transition of the CEO during the current period. The increase in
professional fees for the three and six months ended June 30, 2026, compared to the respective prior year periods, was primarily
attributable to incremental third-party costs incurred in connection with enterprise restructuring activity and enterprise resource planning
system conversion during the current period.
Liquidity and Capital Resources
Liquidity
Our primary sources of liquidity are available cash and cash equivalents, cash flows from our operations and available
borrowings under our ABL Facilities (as defined below). Our primary cash requirements are our operating expenses, the
service of our debt, capital expenditures on our existing properties, acquisitions of hospitals and other healthcare facilities,
and distributions to noncontrolling interests. We believe the combination of cash flow from operations and available cash and
borrowings will be adequate to meet our short-term liquidity needs. Our ability to make scheduled payments of principal, pay
interest on, or refinance, our indebtedness, pay distributions or fund planned capital expenditures will depend on our ability to
generate cash in the future. This ability is, to a certain extent, subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control.
At June 30, 2026, we had total cash and cash equivalents of $724.5 million and available liquidity of $992.5 million. Our
available liquidity was comprised of $724.5 million of total cash and cash equivalents plus $268.0 million in available
capacity under the ABL Credit Agreement, which is reduced by outstanding borrowings and outstanding letters of credit. At
June 30, 2026, our net leverage ratio was 0.8x, and our lease-adjusted net leverage ratio was 2.6x. Our lease-adjusted net
leverage is calculated as net debt, plus 8.0x trailing twelve month REIT rent expense, divided by the trailing twelve month
Adjusted EBITDAR as of June 30, 2026.
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Cash Flows
The following table summarizes certain elements of the statements of cash flows (in thousands):
Six Months Ended June 30,
2026 2025
Net cash provided by operating activities $136,513 $92,703
Net cash used in investing activities (67,082) (69,369)
Net cash used in financing activities (54,556) (39,490)
Operating Activities
Cash flows provided by operating activities for the six months ended June 30, 2026 totaled $136.5 million compared to $92.7
million for the same prior year period. The increase in operating cash flows during the six months ended June 30, 2026 was
primarily attributable to positive changes in net working capital of $102.9 million. The changes in net working capital
primarily consisted of increases in prepaid expenses and other current assets driven primarily by the timing of Medicaid
supplemental payment program funding and assessments and an increase in accrued salaries and benefits. The positive impact
of changes in working capital during the six months ended June 30, 2026 were partially offset by a decrease in net income of
$61.5 million compared to the same prior year period.
Investing Activities
Cash flows used in investing activities for the six months ended June 30, 2026 totaled $67.1 million compared to $69.4
million for the same prior year period. Capital expenditures for property and equipment were $66.8 million and $69.1 million
for the six months ended June 30, 2026 and 2025, respectively.
Financing Activities
Cash flows used in financing activities for the six months ended June 30, 2026 totaled $54.6 million compared to $39.5
million for the same prior year period. During the six months ended June 30, 2026, cash flows used in financing activities
included distributions paid to noncontrolling interests of $44.1 million, payments of principal on long-term debt of $6.9
million, net proceeds from insurance financing arrangements of $8.8 million, and repurchases of common stock of $13.0
million.
Cash flows used in financing activities for the six months ended June 30, 2025 included distributions paid to noncontrolling
interests of $39.5 million, payments of principal on long-term debt of $2.9 million, and net proceeds from insurance financing
arrangements of $4.4 million.
Capital Expenditures
We make significant, targeted investments to maintain and modernize our facilities, introduce new technologies, and expand
our service offerings. We expect to finance future capital expenditures with internally generated and borrowed funds. Capital
expenditures for property and equipment were $66.8 million and $69.1 million for the six months ended June 30, 2026 and
2025, respectively.
Ventas Master Lease
Effective August 4, 2015, we sold the real property for ten of our hospitals to Ventas, which is a related party as, prior to our
initial public offering ("IPO"), it was a common unit holder of Ardent Health Partners, LLC and owned shares of common
stock of AHP Health Partners and had a representative serving on our board of managers. Concurrent with this transaction,
we entered into a 20-year master lease agreement that expires in August 2035 (with a renewal option for an additional ten
years) to lease back the real estate. We lease ten of our hospitals pursuant to the Ventas Master Lease. As of June 30, 2026,
Ventas beneficially owned approximately 6.6% of our outstanding common stock.
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The Ventas Master Lease includes a number of significant operating and financial restrictions, including requirements that we
maintain a minimum portfolio coverage ratio of 2.2x and a guarantor fixed charge coverage ratio of 1.2x and do not exceed a
guarantor net leverage ratio of 6.75x. In addition, the Relative Rights Agreement entered into by and among Ventas, the
5.75% Senior Notes trustee and the administrative agents under our Senior Secured Credit Facilities (as defined below) in
connection with the series of debt transactions completed during the year ended December 31, 2021 to refinance our then-
existing debt, among other things, (i) sets forth the relative rights of Ventas and the administrative agents with respect to the
properties and collateral related to the Ventas Master Lease and securing our Senior Secured Credit Facilities, (ii) caps the
amount of indebtedness incurred or guaranteed by our subsidiaries that are tenants under the Ventas Master Lease ("Tenants")
(together with such Tenants’ guarantees of the notes and the Senior Secured Credit Facilities and all other indebtedness
incurred or guaranteed by such Tenants) at $375.0 million and (iii) imposes certain incurrence tests on the incurrence of
additional indebtedness by such Tenants and by us.
We recorded rent expense of $38.7 million and $37.8 million for the three months ended June 30, 2026 and 2025,
respectively, and $77.4 million and $75.9 million for the six months ended June 30, 2026 and 2025, respectively, related to
the Ventas Master Lease and other lease agreements with Ventas for certain medical office buildings.
Senior Secured Credit Facilities
Effective August 24, 2021, we entered into a senior secured term loan facility (the "Term Loan B Facility"). The credit
agreement governing the Term Loan B Facility (the "Term Loan B Credit Agreement") provided funding up to a principal
amount of $900.0 million with a seven-year maturity. Principal under the Term Loan B Facility was due in quarterly
installments of 0.25% of the initial $900.0 million principal amount as of the execution of the credit agreement (subject to
certain reductions from time to time as a result of the application of prepayments), with the remaining balance due upon
maturity of the Term Loan B Facility. Effective June 8, 2023, we amended the Term Loan B Credit Agreement to replace the
London Interbank Offered Rate ("LIBOR") with the Term Secured Overnight Financing Rate ("SOFR") and Daily Simple
SOFR (each as defined in the amended Term Loan B Credit Agreement) as the reference interest rate. On June 26, 2024, we
prepaid $100.0 million of the $877.5 million outstanding borrowings under the Term Loan B Facility using cash on hand,
which prepaid all remaining required quarterly principal payments; no modification was made to the Term Loan B Credit
Agreement as a result of this prepayment. Effective July 19, 2024, pursuant to the terms of the Term Loan B Credit
Agreement and as a result of the IPO, the applicable margin was automatically reduced by 25 basis points to 3.25% over
Term SOFR and 2.25% over the base rate. On September 18, 2024, we executed an amendment to reprice our Term Loan B
Credit Agreement. The repricing reduced the applicable interest rate by 50 basis points from Term SOFR plus 3.25% to Term
SOFR plus 2.75% and from the base rate plus 2.25% to the base rate plus 1.75%, and it eliminated the credit spread
adjustment. No modifications were made to the maturity of the loans as a result of the repricing, and all other terms of the
Term Loan B Credit Agreement were substantially unchanged. On September 18, 2025, we executed an amendment to the
Term Loan B Credit Agreement to refinance the outstanding term loans under the Term Loan B Facility. The amendment (i)
reduced the applicable interest rate by 50 basis points from Term SOFR (as defined in the amended Term Loan B Credit
Agreement) plus 2.75% to Term SOFR plus 2.25% and from the base rate plus 1.75% to the base rate plus 1.25%, (ii)
extended the maturity date to September 18, 2032, (iii) increased the baskets for certain fixed dollar negative covenants and
(iv) reestablished principal payments under the amended Term Loan B Facility, which are due in consecutive equal quarterly
installments of 0.25% of the refinanced $777.5 million principal amount beginning on December 31, 2025 (subject to certain
reductions from time to time as a result of the application of prepayments), with the remaining balance due upon the new
maturity date in September 2032.
Effective July 8, 2021, we entered into the ABL Credit Agreement, which was amended to extend the maturity and increase
the revolving commitment on June 26, 2024. The ABL Credit Agreement (as so amended) consists of a $325.0 million senior
secured asset-based revolving credit facility with a five year maturity, comprised of (i) a $275.0 million non-UT Health East
Texas borrowers tranche (the "non-UT Health East Texas ABL Facility") and (ii) a $50.0 million UT Health East Texas
borrowers tranche available to our AHS East Texas Health System, LLC subsidiary and certain of its subsidiaries (the "UT
Health East Texas ABL Facility" and, together with the non-UT Health East Texas ABL Facility, the "ABL Facilities"), each
subject to a borrowing base. The ABL Facilities mature on June 26, 2029. On September 18, 2025, we further amended the
ABL Credit Agreement to align its covenants to those in the amended Term Loan B Credit Agreement.
We refer to the Term Loan B Facility and the ABL Facilities collectively herein as the "Senior Secured Credit Facilities."
Subject to certain exceptions, the ABL Facilities are secured by first priority liens over substantially all of our and each
guarantor’s accounts and other receivables, chattel paper, deposit accounts and securities accounts, general intangibles,
instruments, investment property, commercial tort claims and letters of credit relating to the foregoing, along with books,
records and documents, and proceeds thereof (the "ABL Priority Collateral"), and a second priority lien over substantially all
of our and each guarantor’s other assets (including all of the capital stock of the domestic guarantors and first priority
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mortgage liens on any fee-owned real property valued in excess of $5,000,000) (the "Term Priority Collateral"). The
obligations of the UT Health East Texas ABL Facility are not secured by the assets of the subsidiaries that are also Tenants
and certain other subsidiaries related to the Tenants. The obligations under the Term Loan B Facility and the ABL Facilities
in excess of the maximum aggregate dollar cap amount permitted to be guaranteed by the Tenants are not secured by the
assets of the Tenants.
The Term Loan B Facility is secured by a first priority lien on the Term Priority Collateral and a second priority lien on the
ABL Priority Collateral. Certain excluded assets are not included in the Term Priority Collateral or the ABL Priority
Collateral. The obligations under the Term Loan B Facility and the ABL Facilities in excess of the maximum aggregate dollar
cap amount permitted to be guaranteed by the Tenants are not secured by the assets of the Tenants.
Borrowings under the Term Loan B Facility bear interest at a rate per annum equal to, at our option, either (i) a base rate
determined by reference to the highest of (a) the federal funds effective rate plus 0.50%, (b) the rate last quoted by Bank of
America as the "Prime Rate" in the United States for U.S. dollar loans, and (c) Term SOFR applicable for an interest period
of one month (not to be less than 0.50% per annum), plus 1.00% per annum, in each case, plus an applicable margin, or (ii)
Term SOFR (not to be less than 0.50% per annum) for the interest period selected, in each case, plus an applicable margin.
The current applicable margin under the Term Loan B Credit Agreement is equal to 1.25% for base rate borrowings and
2.25% for Term SOFR borrowings.
As amended and refinanced on September 18, 2025, the Term Loan B Facility requires quarterly installment payments of
0.25% of the refinanced balance of $777.5 million, with the remaining principal balance due upon maturity. The ABL
Facilities do not require installment payments.
At the election of the borrowers under the applicable ABL Facility loan, the interest rate per annum applicable to loans under
the ABL Facilities is based on a fluctuating rate of interest determined by reference to either (i) the base rate plus an
applicable margin or (ii) Term SOFR (not to be lower than 0.00% per annum) for the interest period selected, plus an
applicable margin. The applicable margin is determined based on the percentage of the average daily availability of the
applicable ABL Facility. For the non-UT Health East Texas ABL Facility loan, the applicable margin ranges from 0.50% to
1.00% for base rate borrowings and 1.50% to 2.00% for Term SOFR borrowings. The applicable margin for the UT Health
East Texas ABL Facility loan ranges from 1.50% to 2.00% for base rate borrowings and 2.50% to 3.00% for Term SOFR
borrowings.
Subject to certain exceptions (including with regard to the ABL Priority Collateral), thresholds and reinvestment rights, the
Term Loan B Facility is subject to mandatory prepayments with respect to:
•net cash proceeds of issuances of debt by AHP Health Partners or any of its restricted subsidiaries that are not
permitted by the Term Loan B Facility;
•subject to certain thresholds, reinvestment permissions and carve-outs, 100% (with step-downs to 50% and 0%,
based upon achievement of specified senior secured net leverage ratio levels) of net cash proceeds of certain asset
sales;
•subject to certain thresholds, reinvestment permissions and carve-outs, 100% (with step-downs to 50% and 0%,
based upon achievement of specified senior secured net leverage ratio levels) of net cash proceeds of certain
insurance and condemnation events;
•50% (with step-downs to 25% and 0%, based upon achievement of specified senior secured net leverage ratio levels)
of annual excess cash flow, net of certain voluntary prepayments of secured indebtedness, of AHP Health Partners
and its subsidiaries commencing with the fiscal year ending December 31, 2022; and
•net cash proceeds received in connection with any exercise of the purchase option of the loans by Ventas under the
Relative Rights Agreement.
5.75% Senior Notes due 2029
AHP Health Partners (the "Issuer") issued the 5.75% Senior Notes in an exempt offering pursuant to Rule 144A and
Regulation S under the Securities Act that was completed on July 8, 2021. The terms of the 5.75% Senior Notes, which
mature on July 15, 2029, are governed by an indenture, dated as of July 8, 2021 (the "2029 Notes Indenture"), among the
Issuer, us and certain of the Issuer's wholly-owned domestic subsidiaries, as guarantors, and U.S. Bank, National Association,
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as trustee. The 2029 Notes Indenture provides that the 5.75% Senior Notes are general senior unsecured obligations of the
Issuer, which are unconditionally guaranteed on a senior unsecured basis by us and certain subsidiaries of the Issuer.
The 5.75% Senior Notes bear interest at a rate of 5.75% per annum, which is payable semi-annually, in cash in arrears, on
January 15 and July 15 of each year.
The Issuer may redeem the 5.75% Senior Notes, in whole or in part, at any time and from time to time, at a redemption price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, subject to
compliance with certain conditions.
If the Issuer experiences certain change of control events, the Issuer must offer to repurchase all of the 5.75% Senior Notes
(unless otherwise redeemed) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the repurchase date. If the Issuer sells certain assets and does not reinvest the net proceeds or repay senior debt in
compliance with the 2029 Notes Indenture, it must offer to repurchase the 5.75% Senior Notes at 100% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.
Contractual Obligations and Contingencies
The following table provides a summary of our commitments and contractual obligations for debt, minimum lease payment
obligations under non-cancelable leases and other obligations as of June 30, 2026 (in thousands):
Payments Due by Period
Total Less than1 Year 1-3 Years 3-5 Years After5 Years
Long-term debt obligations, with interest $1,466,412 $50,846 $163,512 $423,303 $828,751
Deferred financing obligations, with interest 42,483 7,456 20,274 13,644 1,109
Operating leases 2,821,626 101,826 393,974 354,162 1,971,664
Estimated self-insurance liabilities 214,781 28,351 28,762 104,388 53,280
Total $4,545,302 $188,479 $606,522 $895,497 $2,854,804
Outstanding letters of credit are required principally by certain insurers and states to collateralize our workers' compensation
programs and self-insured retentions associated with our professional and general liability insurance programs. As of June 30,
2026, we maintained outstanding letters of credit of approximately $30.5 million, which included interest of $2.5 million.
Supplemental Non-GAAP Valuation Measure
Adjusted EBITDAR is a commonly used non-GAAP valuation measure used by our management, research analysts,
investors and other interested parties to evaluate and compare the enterprise value of different companies in our industry.
Adjusted EBITDAR excludes: (1) certain material non-cash items and unusual or non-recurring items that we do not expect
to continue in the future; (2) certain other adjustments that do not impact our enterprise value; and (3) rent expense payable to
REITs. We operate 30 acute care hospitals, 12 of which we lease from two REITs, Ventas and MPT, pursuant to long-term
lease agreements. Additionally, we lease 18 medical office buildings from Ventas pursuant to lease agreements with initial
terms of 12 years and eight options to renew for additional five-year terms. Our management views the long-term lease
agreements with Ventas and MPT as more like financing arrangements than true operating leases, with the rent payable to
such REITs being similar to interest expense. As a result, our capital structure is different than many of our competitors,
especially those whose real estate portfolio is predominately owned and not leased. Excluding the rent payable to such REITs
allows investors to compare our enterprise value to those of other healthcare companies without regard to differences in
capital structures, leasing arrangements and geographic markets, which can vary significantly among companies. Our
management also uses Adjusted EBITDAR as one measure in determining the value of prospective acquisitions or
divestitures. Finally, financial covenants in certain of our lease agreements, including the Ventas Master Lease, use Adjusted
EBITDAR as a measure of compliance. Adjusted EBITDAR does not reflect our cash requirements for leasing commitments.
As such, our presentation of Adjusted EBITDAR should not be construed as a performance or liquidity measure.
Because not all companies use identical calculations, our presentation of the non-GAAP measure may not be comparable to
other similarly titled measures of other companies.
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While we believe this is a useful supplemental valuation measure for investors and other users of our financial information,
you should not consider the non-GAAP measure in isolation or as a substitute for net income or any other items calculated in
accordance with GAAP. Adjusted EBITDAR has inherent material limitations as a valuation measure, because it adds back
certain expenses to net income, resulting in those expenses not being taken into account in the valuation measure. The
payment rent is a necessary element of our valuation. Because Adjusted EBITDAR excludes this and other items, it has
material limitations as a measure of our valuation.
The following table presents a reconciliation of Adjusted EBITDAR, a valuation measure, to net income, determined in
accordance with GAAP:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2026
Net income $34,689 $93,177
Adjusted EBITDAR Addbacks:
Income tax expense 8,514 24,617
Interest expense 12,569 24,780
Depreciation and amortization 41,342 84,328
Noncontrolling interest earnings (17,790) (36,428)
Certain legal matters and related costs 462 2,464
Other expenses, including development, restructuring and enterprise system conversion costs (a) 27,207 34,995
Equity-based compensation 7,952 16,881
Loss (income) from disposed operations 6 (5,877)
Rent expense payable to REITs (b) 41,579 83,135
Adjusted EBITDAR $156,530 $322,072
(a)Other expenses, including development, restructuring and enterprise system conversion costs consist of (i) enterprise restructuring costs,
including severance costs related to workforce reductions for restructuring and CEO transition, (ii) penalties and costs incurred for
terminating pre-existing contracts at acquired facilities, (iii) third-party professional fees and expenses, salaries and benefits, and other
internal expenses incurred in connection with potential and completed acquisitions, and (iv) various costs incurred in connection with our
enterprise resource planning system conversion. For the three and six months ended June 30, 2026 these costs included (i) salaries and
benefits of $17.2 million and $21.5 million, respectively, (ii) professional fees of $9.8 million and $13.1 million, respectively, and (iii)
other expenses of $0.2 million and $0.4 million, respectively.
(b)Rent expense payable to REITs for the three and six months ended June 30, 2026 consists of rent expense of $38.7 million and $77.4
million, respectively, related to the Ventas Master Lease and other lease agreements with Ventas for medical office buildings and rent
expense of $2.8 million and $5.7 million, respectively, related to a lease arrangement with MPT for the lease of Hackensack Meridian
Mountainside Medical Center.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect
reported amounts and related disclosures. We regularly evaluate the accounting policies and estimates we use. In general, we
base the estimates on historical experience and on assumptions that we believe to be reasonable, given the particular
circumstances in which we operate. Actual results may vary from those estimates. We consider our critical accounting
estimates to be those that (i) involve significant judgments and uncertainties, (ii) require estimates that are more difficult for
management to determine, and (iii) may produce materially different outcomes under different conditions or when using
different assumptions.
Our critical accounting estimates include revenue recognition, risk management and self-insured liabilities, and income taxes.
There have been no changes to our critical accounting policies and estimates or their application since the date of the Annual
Report. Refer to the Annual Report for a complete and comprehensive discussion of these policies and estimates.
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