Ardent Health, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
ARDT$17.30+8.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001756655-25-000018
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001628280-25-052362
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 729 previous paragraphs and 837 current paragraphs.
388 unchanged; 197 reworded; 236 added; 124 removed; 20 previous and 16 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (236)
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risks related to the Master Lease with Ventas ("Ventas Master Lease") and its restrictions and limitations on our business;
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Term Loan B Facility Repricing and Refinancing
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On September 18, 2025, we executed an amendment to our term loan credit agreement (the "Term Loan B Credit
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Agreement") to refinance the outstanding term loans under our senior secured term loan facility (the "Term Loan B Facility").
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The amendment (i) reduced the applicable interest rate by 50 basis points from Term SOFR plus 2.75% to Term SOFR plus
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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
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and (iii) increased the baskets for certain fixed dollar negative covenants and (iv) reestablished principal payments under the
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amended Term Loan B Facility, which are due in consecutive equal quarterly installments of 0.25% of the refinanced
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$777.5 million principal amount beginning on December 31, 2025 (subject to certain reductions from time to time as a result
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of the application of prepayments), with the remaining balance due upon the new maturity date in September 2032. All other
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terms of the Term Loan B Credit Agreement were substantially unchanged.
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unchanged.
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The OBBBA also made significant changes to the U.S. federal tax law. Significant tax provisions of the OBBBA that will
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impact the Company include (i) the return to the EBITDA formula used to calculate the business interest expense limitation
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under Internal Revenue Code ("IRC") Section 163(j) and (ii) the allowance of 100% bonus depreciation for qualifying
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property placed in service after January 19, 2025. The provisions of the OBBBA will reduce the Company's current tax
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liability, but are not expected to have a material impact on the Company's current year tax expense.
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Medicaid and Medicare programs. Related to these budgetary concerns, the OBBBA increases the federal deficit such that the
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sequestration under the Pay-As-You-Go Act of 2010 is required, which could result in cuts to Medicare reimbursement of up
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to 4% in early 2026 if Congress does not take action.
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eligibility. In addition to ending automatic renewals of ACA plans, the OBBBA eliminates federal enhanced subsidies of
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ACA marketplace exchange-based plans, which is likely to result in significant cost increases for ACA plans.
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U.S. federal tax law was also impacted by the OBBBA legislation. Tax-related provisions of the OBBBA that will impact us
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include (i) the return to the EBITDA formula used to calculate the business interest expense limitation under Internal
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Revenue Code ("IRC") Section 163(j) and (ii) the allowance of 100% bonus depreciation for qualifying property placed in
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service after January 19, 2025. These provisions will reduce our current tax liability, but are not expected to have a material
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impact on our current year tax expense.
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Mexico market.
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Jersey market.
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During the three months ended September 30, 2025, a change in accounting estimate resulting from a modification to the
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technique used to estimate the collectability of accounts receivable and new information provided by recently completed
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hindsight evaluations of historical collection trends resulted in a decrease in revenue of$42.6 million. During the three
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months ended September 30, 2025, we implemented a new revenue accounting system that provided management with
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additional information to more precisely estimate the collectability of accounts receivable, particularly with respect to more
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timely consideration of payor denial and payment trends. The detailed information provided by the new system during the
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three months ended September 30, 2025, along with our recently completed analysis of historical collection trends, indicated
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our current collection estimate differed from historical collection estimates thereby resulting in a change in accounting
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estimate in accordance with ASC 250-10, Accounting Changes and Error Corrections, to be accounted for during the three
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months ended September 30, 2025 (the period of change) and applied prospectively.
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growth in admissions and total surgeries of 5.8% and 1.4%, respectively, partially offset by adecrease in emergency room
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including the Annual Report.
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Medicaid and Medicare programs.
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and restricts subsidized marketplace coverage based on immigration status.
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Term Loan B Facility Repricing
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market.
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market.
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Total revenue —Total revenue for the three months ended June 30, 2025 increased $174.4 million, or 11.9%, compared to
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net patient service revenue per adjusted admission of 10.2% and an increase in adjusted admissions of 1.6%, which reflected
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growth in admissions and emergency room visits of 6.6% and 0.2%, respectively, partially offset by adecrease in total
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surgeries of 0.2%. Theincrease in net patient service revenue per adjusted admission was primarily attributable toan increase
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Total revenue for thesix months ended June 30, 2025 increased $232.5 million, or 8.0%, compared to the same prior year
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period. The increase in total revenue for thesix months ended June 30, 2025 consisted of anincrease in net patient service
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revenue per adjusted admission of 5.7% andan increase in adjusted admissions of 2.2%, which reflected growth in
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admissions and emergency room visits of 7.1% and 1.3%, respectively, partially offset by a decrease in total surgeries of
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0.4%. Theincrease in net patient service revenue per adjusted admission was primarily attributable to increased supplemental
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revenue for the periods presented.
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Total revenue for the three months ended June 30, 2025 increased $174.4 million, or 11.9%, compared to the same prior year
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revenue per adjusted admission of 10.2% and an increase in adjusted admissions of 1.6%, which reflected growth in
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admissions and emergency room visits of 6.6% and 0.2%, respectively, partially offset by adecrease in total surgeries of
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0.2%. Theincrease in net patient service revenue per adjusted admission was primarily attributable to increased supplemental
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Total operating expenses increased $134.6 million, butdecreased 1.8% as a percentage of total revenue for the three months
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ended June 30, 2025 compared to the same prior year period. Thedecrease in total operating expenses as a percentage of total
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associated with supplemental government programs, equity-based compensation, and professional fees due to higher costs for
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hospital-based providers during the three months ended June 30, 2025, compared to the same prior year period.
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Total revenue —Total revenue for the three months ended June 30, 2025 increased $174.4 million, or 11.9%, compared to
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net patient service revenue per adjusted admission of 10.2% and an increase in adjusted admissions of 1.6%, which reflected
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growth in admissions and emergency room visits of 6.6% and 0.2%, respectively, partially offset by adecrease in total
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surgeries of 0.2%. Theincrease in net patient service revenue per adjusted admission was primarily attributable to increased
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30, 2025 compared to 42.4% for the same prior year period. Thedecrease in salaries and benefits, as a percentage of total
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partially offset by an increase in equity-based compensation of$11.0 million.
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compared to 18.5% for the same prior year period.
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Supplies —Supplies, as a percentage of total revenue, were 16.4% for the three months ended June 30, 2025 compared to
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17.6% for the same prior year period. Thedecrease in supplies, as a percentage of total revenue, was primarily attributable to
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medical office buildings. Rents and leases, related party, were$37.8 million and$37.0 million for the three months ended
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in other operating expenses, as a percentage of total revenue, was primarily due to an increase in provider assessments
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associated with supplemental government programs during the three months ended June 30, 2025, compared to the same
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prior year period.
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respectively. On June 26, 2024, we executed an amendment to our ABL Credit Agreement and paid $100.0 million of the
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same prior year period.
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Loss on extinguishment and modification of debt— In connection with the amendment to our ABL Credit Agreement and
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Report on Form 10-Q for the quarter ended June 30, 2025 (this "Quarterly Report") and our audited consolidated financial
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Report on Form 10-Q for the quarter ended September 30, 2025 (this "Quarterly Report") and our audited consolidated
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statements for the year ended December 31, 2024 and related notes contained in the Annual Report. The following discussion
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for the year ended December 31, 2024 (the "Annual Report"). The following discussion includes forward-looking statements
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includes forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never
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that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our
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materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-
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results to differ materially from those expressed or implied by such forward-looking statements. When reviewing the
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looking statements. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties
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discussion below, you should keep in mind the substantial risks and uncertainties that could impact our business. In
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that could impact our business. In particular, we encourage you to review the risks and uncertainties described in the section
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particular, we encourage you to review the risks and uncertainties described in the section titled"Risk Factors" included in
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titled “Risk Factors” included in the Annual Report. These risks and uncertainties could cause actual results to differ
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the Annual Report. These risks and uncertainties could cause actual results to differ materially from those projected in
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materially from those projected in forward-looking statements contained in this Quarterly Report or implied by past results
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forward-looking statements contained in this Quarterly Report or implied by past results and trends. Our historical results
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and trends. Our historical results are not necessarily indicative of the results that may be expected for any period in the
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are not necessarily indicative of the results that may be expected for any period in the future, and our interim results are not
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future, and our interim results are not necessarily indicative of the results we expect for the full fiscal year or any other
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necessarily indicative of the results we expect for the full fiscal year or any other period.
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of uncertain political, financial, credit and capital conditions; (2) possible reductions or other changes in Medicare, Medicaid
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of the federal government shutdown or other uncertain political, financial, credit and capital conditions; (2) possible
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and other state programs, including Medicaid supplemental payment programs, Medicaid waiver programs or state directed
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reductions or other changes in Medicare, Medicaid and other state programs, including Medicaid supplemental payment
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payments, that could have an adverse effect on our revenues and business; (3) reduction in the reimbursement rates paid by
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programs, Medicaid waiver programs or state directed payments, that could have an adverse effect on our revenues and
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commercial payors, increased reimbursement denials or payment delays by commercial payors, our inability to retain and
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delays by commercial payors, our inability to retain and negotiate favorable contracts with private third party payors, or an
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(4) effects of changes in healthcare policy or legislation, including the One Big Beautiful Bill Act (the "OBBBA") and any
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increasing volume of uninsured or underinsured patients; (4) effects of changes in healthcare policy or legislation, including
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other reforms that have or may be undertaken by the current presidential administration, and legal and regulatory restrictions
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the One Big Beautiful Bill Act (the "OBBBA") and any other reforms that have or may be undertaken by the current
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on our hospitals that have physician owners; (5) the ability to achieve operating and financial targets, develop and execute
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presidential administration, and legal and regulatory restrictions on our hospitals that have physician owners; (5) the ability to
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mitigation plans to offset to the extent possible impacts from the OBBBA, the scheduled expiration of temporary enhanced
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achieve operating and financial targets, develop and execute mitigation plans to offset to the extent possible impacts from the
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subsidies for individuals eligible to purchase insurance coverage through health insurance marketplaces and imposition of
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OBBBA, the scheduled expiration of temporary enhanced subsidies for individuals eligible to purchase insurance coverage
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tariffs, attain expected levels of patient volumes and revenues, and control the costs of providing services; (6) security threats,
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through health insurance marketplaces and imposition of tariffs, attain expected levels of patient volumes and revenues, and
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information technology and related systems, which have adversely affected, and could in the future adversely affect, our
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providers’ or our joint venture ("JV") partners’ information technology and related systems, which have adversely affected,
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relationships with patients and business partners and subject us to legal claims and liabilities, reputational harm and business
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and could in the future adversely affect, our relationships with patients and business partners and subject us to legal claims
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disruption and adversely affect our financial condition; (7) the highly competitive nature of the healthcare industry and
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and liabilities, reputational harm and business disruption and adversely affect our financial condition; (7) the highly
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continued industry trends towards clinical transparency and value-based purchasing may impact our competitive position; (8)
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competitive nature of the healthcare industry and continued industry trends towards clinical transparency and value-based
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inability to recruit and retain quality physicians, as well as increasing cost to contract with hospital-based physicians; (9)
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purchasing may impact our competitive position; (8) inability to recruit and retain quality physicians, as well as increasing
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changes to physician utilization practices and treatment methodologies and other factors outside our control that impact
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cost to contract with hospital-based physicians; (9) changes to physician utilization practices and treatment methodologies
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demand for medical services and may reduce our revenues and ability to grow profitability; (10) the effects related to the
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and other factors outside our control that impact demand for medical services and may reduce our revenues and ability to
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sequestration spending reductions pursuant to both the Budget Control Act of 2011 and the Pay-As-You-Go Act of 2010 and
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grow profitability; (10) the effects related to the sequestration spending reductions pursuant to both the Budget Control Act of
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payor consolidation and care coordination among healthcare providers; (12) inability to successfully complete acquisitions or
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trends toward value-based purchasing, third party payor consolidation and care coordination among healthcare providers;
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strategic JVs or inability to realize all of the anticipated benefits; (13) liabilities because of professional liability and other
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(12) inability to successfully complete acquisitions or strategic JVs or inability to realize all of the anticipated benefits; (13)
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certain risks and uncertainties by the JVs through which we conduct a significant portion of our operations, including
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facilities or other business operations; (14) exposure to certain risks and uncertainties by the JVs through which we conduct a
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anticipated synergies, of past acquisitions and the risk that transactions may not receive necessary government clearances;
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significant portion of our operations, including anticipated synergies of past acquisitions and the risk that transactions may
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(15) failure to obtain drugs and medical supplies at favorable prices or sufficient volumes; (16) operational, legal and
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not receive necessary government clearances; (15) failure to obtain drugs and medical supplies at favorable prices or
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financial risks associated with outsourcing functions to third parties; (17) our facilities are heavily concentrated in Texas and
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sufficient volumes; (16) operational, legal and financial risks associated with outsourcing functions to third parties; (17) our
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Oklahoma, which makes us sensitive to regulatory, economic and competitive conditions and changes in those states; (18)
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facilities are heavily concentrated in Texas and Oklahoma, which makes us sensitive to regulatory, economic and competitive
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negative impact of severe weather, climate change, and other factors beyond our control, which could restrict patient access
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conditions and changes in those states; (18) negative impact of severe weather, climate change, and other factors beyond our
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to care or cause one or more facilities to close temporarily or permanently; (19) risks related to the Ventas Master Lease and
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control, which could restrict patient access to care or cause one or more facilities to close temporarily or permanently; (19)
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its restrictions and limitations on our business; (20) the impact of our significant indebtedness and the ability to refinance
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(20) the impact of our significant indebtedness and the ability to refinance such indebtedness on acceptable terms; (21) our
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such indebtedness on acceptable terms; (21) our failure to comply with complex laws and regulations applicable to the
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failure to comply with complex laws and regulations applicable to the healthcare industry or to adjust our operations in
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healthcare industry or to adjust our operations in response to changing laws and regulations; (22) the impact of governmental
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response to changing laws and regulations; (22) the impact of governmental claims or governmental investigations, payor
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financial statements for the year ended December 31, 2024 and related notes contained in our Annual Report on Form 10-K
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business; (3) reduction in the reimbursement rates paid by commercial payors, increased reimbursement denials or payment
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control the costs of providing services; (6) security threats, catastrophic events and other disruptions affecting our, our service
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2011 and the Pay-As-You-Go Act of 2010 and the potential for future deficit reduction legislation; (11) continued industry
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liabilities because of professional liability and other claims brought against our hospitals, physician practices, outpatient
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maturity of the loans as a result of the repricing and all other terms of the Term Loan B Credit Agreement were substantially
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engagement requirements for adults under 65 years old in Medicaid expansion states, including states with waiver-based
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expansions, subject to limited exceptions, and requires eligibility redeterminations at least every six months for the Medicaid
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year period. Theincrease in total revenue for the three months ended September 30, 2025 consisted of anincrease in net
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compared to the same prior year period.
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reimbursement rates compared to the same prior year period.
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Loss on extinguishment and modification of debt— During thethree months ended September 30, 2025, we incurred a loss
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by an increase in supplemental program revenue compared to the same prior year period.
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supplemental program revenue compared to the same prior year period.
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months ended September 30, 2025 and 2024, respectively.
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distributions paid to noncontrolling interests of$53.1 million.
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negotiate favorable contracts with private third party payors, or an increasing volume of uninsured or underinsured patients;
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catastrophic events and other disruptions affecting our, our service providers’ or our joint venture (“JV”) partners’
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the potential for future deficit reduction legislation; (11) continued industry trends toward value-based purchasing, third party
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claims or governmental investigations, payor audits and litigation brought against our hospitals, physician practices,
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reduce the federal government’s overall Medicaid expenditures and tighten Medicaid eligibility requirements. The law limits
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expansion states, including states with waiver-based expansions, subject to limited exceptions, and requires eligibility
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B Credit Agreement"). The repricing reduced the applicable interest rate by 50 basis points from Term SOFR (as defined in
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result of the repricing and all other terms were substantially unchanged.
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period. Theincrease in total revenue for the three months ended June 30, 2025 consisted of anincrease in net patient service
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million for the three months ended June 30, 2025 and 2024, respectively.
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incurred duringthe three months ended June 30, 2025.
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services that are owned and operated though limited liability companies and consolidated by us. Income from operations
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months ended June 30, 2025 and 2024, respectively. For the three months ended June 30, 2024, the remaining portion of net
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total revenue, was primarily driven by an increase in supplemental program revenue compared to the same prior year period.
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supplemental program revenue and reimbursement rates compared to the same prior year period.
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outstanding principal on our Term Loan B Facility. The decrease in interest expense was attributable to the reduction in
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average outstanding principal of our Term Loan B Facility during thesix months ended June 30, 2025 compared to the same
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of net income attributable to ALH Holdings, LLC’s (a subsidiary of Ventas, a related party) minority interest in AHP Health
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Partners, our direct subsidiary, prior to the ALH Contribution in July 2024.
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•effective July 19, 2024, pursuant to the terms of the Term Loan B Credit Agreement and as a result of the IPO, the