Ardent Health, Inc.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
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Jun 30, 2026 · Filed Aug 10, 2026
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Notes to Condensed Consolidated Financial Statements
June 30, 2026
(Unaudited)
- Description of the Business and Basis of Presentation
Reporting Entity
Ardent Health, Inc. was initially formed in Delaware in 2015 as Ardent Health Partners, LLC. On July 17, 2024, Ardent
Health Partners, LLC converted from a Delaware limited liability company into a Delaware corporationin connection with its
initial public offering and changed its name to Ardent Health Partners, Inc. On June 3, 2025, Ardent Health Partners, Inc.
changed its name to Ardent Health, Inc. Ardent Health, Inc. is a holding company that has affiliates that operate acute care
hospitals and other healthcare facilities and employ physicians. The terms "Ardent," the "Company," "we," "our" and "us," as
used in these notes to the unaudited condensed consolidated financial statements, refer to Ardent Health, Inc. and its affiliates
unless stated otherwise or indicated by context. The term "affiliates" includes direct and indirect subsidiaries of Ardent and
partnerships and joint ventures in which such subsidiaries are equity owners. At June 30, 2026, the Company operated 30
acute care hospitals insix states, includingone managed hospital, two rehabilitation hospitals andtwo surgical hospitals.
Basis of Presentation
The financial statements include the unaudited condensed consolidated balance sheets, income statements, comprehensive
income statements, statements of cash flows and statements of changes in equity of the Company and its affiliates, which are
controlled by the Company through the Company's direct or indirect ownership of a majority equity interest and rights
granted to the Company through certain variable interests. All intercompany balances and transactions have been eliminated
in consolidation. In the opinion of management, all adjustments, which consist of normal recurring adjustments, and
disclosures considered necessary for a fair presentation have been included.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.
generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X. Certain information and disclosures normally included in annual financial statements
presented in accordance with GAAP have been omitted in these interim financial statements pursuant to rules and regulations
of the Securities and Exchange Commission ("SEC"). Accordingly, these unaudited condensed consolidated financial
statements and related notes should be read in conjunction with the Company's audited consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the"Annual
Report").
General and Administrative Costs
The majority of the Company's expenses are "cost of revenue" items. Costs that could be classified as general and
administrative by the Company include its corporate office costs and centralized corporate services, such as human resources,
information technology, and finance, which were$61.2 million and$32.6 million for the three months ended June 30, 2026
and 2025, respectively, and$109.8 million and$67.5 million for thesix months ended June 30, 2026 and 2025, respectively.
The increase in general and administrative costs for the three and six months ended June 30, 2026 compared to the respective
prior year periods was primarily attributable to increased salaries and benefits expense related to non-recurring severance
costs incurred for workforce reductions in connection with enterprise restructuring activity and transition of the Company's
chief executive officer ("CEO") during the current period.
- Summary of Significant Accounting Policies
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU")
2024-03, Disaggregation of Income Statement Expenses("ASU 2024-03"), which requires the disclosure of certain
disaggregated expenses within the notes to the financial statements. ASU 2024-03 is effective for annual periods beginning
after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. Adoption of
ASU 2024-03 can either be applied prospectively to consolidated financial statements issued for reporting periods after the
effective date of this standard or retrospectively to any or all prior periods presented in the consolidated financial statements.
Early adoption is also permitted. The Company is currently evaluating the standard to determine its impact on the Company’s
disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350):
Targeted Improvements to the Accounting for Internal-Use Software("ASU 2025-06"), which modernizes the current
internal-use software accounting guidance by removing all references to software project development stages. Under ASU
2025-06, an entity begins capitalizing software costs when (i) management has implicitly or explicitly authorized and
committed to funding a computer software project and (ii) it is probable the project will be completed and the software will
be used to perform the function intended (referred to as the"probable-to-complete recognition threshold"). This ASU is
effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting
periods, with early adoption permitted. The Company is currently evaluating the standard to determine its impact on the
Company's disclosures.
Variable Interest Entities
Variable interest entities ("VIEs") must be consolidated if an entity’s interest in the VIE is a controlling financial interest.
Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the
power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the
obligation to absorb the losses, or the right to receive the benefits, from the VIE that could potentially be significant to the
VIE.
The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company's
involvement with a VIE could cause the Company’s consolidation conclusion to change. The consolidation status of the VIEs
with which the Company is involved may change as a result of such reassessments. Changes in consolidation status are
applied prospectively.
The Company, through its wholly-owned subsidiaries, owns majority interests in certain limited liability companies
("LLCs"), with each LLC owning and operating one or more hospitals. The noncontrolling interest is typically owned by a
not-for-profit medical system, university, academic medical center or foundation or combination thereof (individually or
collectively referred to as "minority member"). The employees that work for the LLC and the related hospital(s) are
employees of the Company, and the Company manages the day-to-day operations of the LLC and the hospital(s) pursuant to
a management services agreement ("MSA").
The LLCs are VIEs due to their structure as LLCs and the control that resides with the Company through the MSA. The
Company consolidates each of these LLCs as it is considered the primary beneficiary due to the MSA providing the
Company the right to direct the day-to-day operating and capital activities of the LLC and the respective hospital(s) that most
significantly impact the LLC’s economic performance. Additionally, the Company would absorb a majority of the entity's
expected losses, receive a majority of the entity's expected residual returns, or both, as a result of its majority ownership,
contractual or other financial interests in the entity. The MSAs are subject to termination only by mutual agreement of the
Company and minority member, except in the case of gross negligence, fraud or bankruptcy of the Company, in which case
the minority member can force termination of the MSA.
All of the Company's VIEs meet the definition of a business, and the Company holds a majority of their issued voting equity
interests. Their assets are not required to be used only for the settlement of VIE obligations as the Company has the ability to
direct the use of the VIE assets through its joint venture and cash management agreements.
The governance rights of the minority members are restricted to those that protect their financial interests and do not preclude
consolidation of the LLCs. The rights of minority members generally are limited to such items as the right to approve the
issuance of new ownership interests, calls for additional cash contributions, the acquisition or divestiture of significant assets
and the incurrence of debt in excess of levels not expected to be incurred in the normal course of business.
As of June 30, 2026 and December 31, 2025, nine of the Company's hospitals were owned and operated through LLCs that
have been determined to be VIEs and were consolidated by the Company. Consolidated assets at June 30, 2026 and
December 31, 2025 included total assets of VIEs equal to$1.3 billion. The Company's VIEs do not have creditors that have
recourse to the Company. As the structure and nature of business are very similar for each of the LLCs, they are discussed
and presented herein on a combined basis.
The total liabilities of VIEs included in the Company's unaudited condensed consolidated balance sheets are shown below (in
thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Current liabilities: | ||
| Current installments of long-term debt | $3,669 | $3,635 |
| Accounts payable | 97,552 | 102,482 |
| Accrued salaries and benefits | 38,166 | 36,900 |
| Other accrued expenses and liabilities | 77,131 | 67,419 |
| Total current liabilities | 216,518 | 210,436 |
| Long-term debt, less current installments | 8,118 | 9,734 |
| Long-term operating lease liability | 93,201 | 101,153 |
| Long-term operating lease liability, related party | 9,253 | 9,313 |
| Self-insured liabilities | 680 | 677 |
| Other long-term liabilities | 3,403 | 3,826 |
| Total liabilities | $331,173 | $335,139 |
Income from operations before income taxes attributable to VIEs was$57.7 million and$68.0 million for the three months
ended June 30, 2026 and 2025, respectively, and$120.6 million and$130.6 million for thesix months ended June 30, 2026
and 2025, respectively.
Accounting Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments
that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. On
an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates.
Revenue Recognition
Overview
The Company's revenue generally relates to contracts with patients in which its performance obligations are to provide
healthcare services to the patients. Revenue is recorded during the period the Company's obligations to provide healthcare
services are satisfied. Revenue for performance obligations satisfied over time is recognized based on charges incurred in
relation to total expected charges. The Company's performance obligations for inpatient services are generally satisfied over
periods that average approximately five days. The Company's performance obligations for outpatient services are generally
satisfied over a period of less thanone day. As the Company's performance obligations relate to contracts with a duration of
one year or less, the Company elected the optional exemption and, therefore, is not required to disclose the transaction price
for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize
revenue. Additionally, the Company is not required to adjust the consideration for the existence of a significant financing
component when the period between the transfer of the services and the payment for such services is one year or less.
Contractual Adjustments, Discounts and Cost Report Settlements
Contractual relationships with patients, in most cases, involve a third party payor (Medicare, Medicaid and managed care
health plans), and the transaction prices for services provided are dependent upon the terms provided by (Medicare and
Medicaid) or negotiated with (managed care health plans) the third party payors. The payment arrangements with third party
payors for the services provided to the related patients typically specify payments at amounts less than the Company's
standard charges.
The Company's revenue is based upon the estimated amounts the Company expects to be entitled to receive from patients and
third party payors. Estimates of contractual adjustments under managed care insurance plans are based upon the contractual
payment terms specified in the related contractual agreements and the historical collection experience of each payor. Revenue
related to uninsured patients and copayment and deductible amounts for patients who have healthcare coverage may have
discounts applied (uninsured discounts and other discounts). The Company also records estimated implicit price concessions
(based primarily on historical collection experience) related to uninsured accounts to record self-pay revenue at the estimated
amounts expected to be collected.
Medicare and Medicaid regulations and various managed care contracts, under which the discounts from the Company's
standard charges must be calculated, are complex and are subject to interpretation and adjustment. The Company estimates
contractual adjustments on a payor-specific basis based on its interpretation of the applicable regulations or contract terms
and the historical collection experience of each payor. However, the necessity of the services authorized and provided, and
resulting reimbursements, are often subject to interpretation. These interpretations may result in payments that differ from the
Company's estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating continual
review and assessment of the estimates by management.
Due to the complexities involved in the classification and documentation of healthcare services under the laws and
regulations governing Medicare and Medicaid programs, the Company's estimates of revenue earned and related
reimbursement are often subject to interpretation that could result in payments that are different from its estimates. Final
determination of amounts earned under Medicare, Medicaid and other third party payor programs often occurs in subsequent
years because of audits by the programs, rights of appeal, and the application of technical provisions. Estimated
reimbursement amounts, which are recorded within net patient service revenue in the period in which the related services are
rendered, are adjusted in subsequent periods as determined (in relation to certain government programs, primarily Medicare,
this is generally referred to as the "cost report" filing and settlement process). Differences between original estimates and
subsequent revisions, including final settlements, are recorded as adjustments to net patient service revenue in the period in
which such revisions become known. These adjustments resulted in a decrease to net patient service revenue of$5.1 million
and an increase to net patient service revenue of$0.3 million for the three months ended June 30, 2026 and 2025,
respectively, andan increase to net patient service revenue of$2.4 million and$9.2 million for thesix months ended June 30,
2026 and 2025, respectively.
At June 30, 2026 and December 31, 2025, the Company's settlements under reimbursement agreements with third party
payors were anet payable of$0.5 million and$7.8 million, respectively, reflecting a receivable of$20.9 million and
$21.1 million, respectively, included in other current assets and a payable of$21.4 million and$28.9 million, respectively,
included in other accrued expenses and liabilities in the unaudited condensed consolidated balance sheets.
Final determination of amounts earned under prospective payment and other reimbursement activities is subject to review by
appropriate governmental authorities or their agents. In the opinion of the Company's management, adequate provision has
been made for any adjustments that may result from such reviews.
Subsequent adjustments that are determined to be the result of an adverse change in the patient's or the payor's ability to pay
are recognized as bad debt expense. Bad debt expense for thethree and six months ended June 30, 2026 and 2025 was not
material to the Company.
Currently, several states in which the Company operates utilize Medicaid supplemental payment programs for the purpose of
providing reimbursement to providers to offset a portion of the cost of providing care to Medicaid and indigent patients.
These programs, which are designed with input from and are subject to approval and periodic renewal by the Centers for
Medicare & Medicaid Services ("CMS"), are funded by a combination of state and federal resources, including, in certain
instances, fees or taxes levied on the providers. Under these supplemental programs, the Company recognizes revenue in the
period in which amounts are estimable and collection is reasonably assured such that a significant reversal of cumulative
revenue is not probable in the future. The Company recognizes supplemental program expenses in the period to which they
relate. Reimbursements under these programs are reflected in total revenue, and taxes or other program-related costs are
included in other operating expenses.
Payor Mix
The Company's total revenue is presented in the following table (dollars in thousands):
| Three Months Ended June 30, · Six Months Ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||||||
| Amount | % of Total | Amount | % of Total | Amount | % of Total Revenue | Amount | % of Total Revenue | |
| Medicare | $651,544 | 40.2% | $643,757 | 39.1% | $1,320,712 | 41.0% | $1,239,394 | 39.5% |
| Medicaid | 159,640 | 9.8% | 159,733 | 9.7% | 318,501 | 9.9% | 309,076 | 9.9% |
| Other managed care | 688,448 | 42.4% | 724,053 | 44.0% | 1,373,012 | 42.6% | 1,369,205 | 43.6% |
| Self-pay and other | 96,128 | 6.0% | 92,104 | 5.6% | 167,611 | 5.1% | 173,083 | 5.4% |
| Net patient service revenue | $1,595,760 | 98.4% | $1,619,647 | 98.4% | $3,179,836 | 98.6% | $3,090,758 | 98.4% |
| Other revenue | 26,485 | 1.6% | 25,633 | 1.6% | 44,279 | 1.4% | 51,756 | 1.6% |
| Total revenue | $1,622,245 | 100.0% | $1,645,280 | 100.0% | $3,224,115 | 100.0% | $3,142,514 | 100.0% |
Charity Care
The Company provides care without charge to certain patients who qualify under the local charity care policy of the hospital
where the patient receives services. The Company estimates that its costs of care provided under its charity care programs
approximated$7.5 million and$35.6 million for the three months ended June 30, 2026 and 2025, respectively, and$15.3
million and$43.8 million for thesix months ended June 30, 2026 and 2025, respectively. The Company does not report a
charity care patient's charges in revenue as it is the Company's policy not to pursue collection of amounts related to these
patients, and therefore contracts with these patients do not exist.
The Company's management estimates its costs of care provided under its charity care programs utilizing a calculated ratio of
costs to gross charges multiplied by the Company's gross charity care charges provided. The Company's gross charity care
charges include only services provided to patients who are unable to pay and qualify under the Company's local charity care
policies. To the extent the Company receives reimbursement through the various governmental assistance programs in which
it participates to subsidize its care of indigent patients, the Company does not include these patients' charges in its cost of care
provided under its charity care program.
Market Risks
The Company's revenue is subject to potential regulatory and economic changes in certain states where the Company
generates significant revenue. The following is an analysis by state of revenue as a percentage of the Company's total revenue
for those states in which the Company generates significant revenue:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Oklahoma | 22.9% | 22.5% | 22.9% | 23.5% |
| New Mexico | 17.9% | 20.2% | 17.9% | 17.2% |
| Texas | 35.6% | 34.8% | 35.3% | 36.1% |
| New Jersey | 9.8% | 9.6% | 10.3% | 10.1% |
| Other | 13.8% | 12.9% | 13.6% | 13.1% |
| Total | 100.0% | 100.0% | 100.0% | 100.0% |
Acquisitions
Acquisitions are accounted for using the acquisition method of accounting and the results of operations are included in the
unaudited condensed consolidated income statement from the respective dates of acquisition. The purchase price of these
transactions is allocated to the assets acquired and liabilities assumed based upon their respective fair values at the date of
acquisition and can be subject to change up to 12 months subsequent to the acquisition date due to settling amounts related to
purchased working capital and final determination of fair value estimates.
The Company is required to allocate the purchase price of acquired businesses to assets acquired and liabilities assumed and,
if applicable, noncontrolling interests based on their fair values. The Company records the excess of the purchase price
allocation over those fair values as goodwill.
Investments in Equity Securities
The Company holds an option to acquire equity securities of a privately held company (the "Investment"), and the Investment
does not have a readily determinable fair value. The Company has elected to account for the Investment using the
measurement alternative. Under the measurement alternative, an investment is recorded at cost, less impairment, if any, and
adjusted for observable price changes in orderly transactions involving identical or similar equity securities of the same
issuer. The Investment is not measured at fair value on a recurring basis.
During thesix months ended June 30, 2026, the Company recorded an upward adjustment to the carrying value of the
Investment based on observable price changes in the form of equity financings of the privately held company. The adjustment
increased the carrying value of the Investment by$10.9 million, and the corresponding gain was recorded in other operating
expenses in the condensed consolidated income statement.
As of June 30, 2026, the carrying value of the Investment was$18.8 million, which was recorded in other assets in the
condensed consolidated balance sheet. The Company noted no observable price changes or transactions, nor did it recognize
any impairment charges, related to the Investment between the date of initial investment and December 31, 2025.
Fair Value of Financial Instruments
Cash and cash equivalents, accounts receivable, inventories, prepaid expenses, other current assets, accounts payable, accrued
salaries and benefits, accrued interest and other accrued expenses and current liabilities (other than those pertaining to lease
liabilities) are reflected in the accompanying unaudited condensed consolidated financial statements at amounts that
approximate fair value because of the short-term nature of these instruments. The fair value of the Company’s revolving
credit facility also approximates its carrying value as it bears interest at current market rates. Refer to Note 5, Interest Rate
Swap Agreements, for discussion of the fair value measurement of the Company’s derivative instruments.
The carrying amounts and fair values of the Company’s senior secured term loan facility and its 5.75% Senior Notes due
2029 (the"5.75% Senior Notes") were as follows (in thousands):
| Carrying Amount | Fair Value | |||
|---|---|---|---|---|
| June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | |
| Senior secured term loan facility | $766,987 | $770,499 | $770,821 | $770,499 |
| 5.75% Senior Notes | $299,731 | $299,686 | $295,610 | $295,191 |
The estimated fair values of the Company’s senior secured term loan facility and the 5.75% Senior Notes were based upon
quoted market prices at that date and are categorized as Level 2 within the fair value hierarchy.
Noncontrolling Interests
The financial statements include the financial position and results of operations of hospital and healthcare operations in which
the Company owned less than 100% of the equity interests, but maintained a controlling interest during the presented periods.
Earnings or losses attributable to the noncontrolling interests are presented separately in the consolidated income statements.
Holders of noncontrolling interests are considered to be equity holders in the consolidated company, pursuant to which
noncontrolling interests are classified as part of equity, unless the noncontrolling interests are redeemable. Certain redemptive
features associated with the noncontrolling interests for The University of Kansas Health System – St. Francis Campus ("St.
Francis") could require the Company to deliver cash if the redemptive features are exercised. These redemptive features could
be exercised upon, among other things, the Company’s exclusion or suspension from participation in any federal or state
government healthcare payor program. Therefore, the noncontrolling interests balance for St. Francis is classified outside the
permanent equity section of the Company’s unaudited condensed consolidated balance sheets.
The redeemable noncontrolling interests related to St. Francis have not been subsequently measured at fair value since the
acquisition date in 2017. The noncontrolling interests are not currently redeemable and it is not probable that the
noncontrolling interests will become redeemable as the possibility of the Company being excluded or suspended from
participation in any federal or state government healthcare payor program is remote.
Earnings Per Share
Basic netincome per share is computed by dividing netincome available to common stockholders by the weighted-average
common shares outstanding during the period. Diluted netincome per share takes into account the potential dilution that
could occur if securities or other contracts to issue shares, such as unvested restricted stock units, were exercised and
converted into shares. Diluted netincome per share is computed by dividing netincome available to common stockholders by
the weighted-average common shares outstanding during the period, increased by the number of additional shares that would
have been outstanding if the potential shares had been issued and were dilutive.
- Related Party Transactions
Effective August 4, 2015, Ventas, Inc. ("Ventas"), through certain wholly-owned affiliates, acquired ownership of the
Company’s real estate in exchange for a$1.4 billion payment from Ventas and the Company’s agreement to lease the
acquired real estate back from Ventas (the "Ventas Master Lease"). The Ventas Master Lease is a 20-year master lease
agreement (with a renewal option for an additional 10 years) with certain subsidiaries of Ventas, pursuant to which the
Company currently leases 10 of the Company’s hospitals. The Ventas Master Lease includes an annual rent escalator equal to
the lesser of four times the Consumer Price Index or 2.5%. Variable lease payments are excluded from the Company’s
minimum rental payments used to determine the right-of-use assets and lease obligations and are recognized as expense when
incurred. The Ventas Master Lease includes a number of operating and financial restrictions on the Company. Management
believes the Company was in compliance with all financial covenants as of June 30, 2026.
The Company recorded rent expense related to the Ventas Master Lease and other lease agreements with Ventas for certain
medical office buildings 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 thesix months ended June 30, 2026 and 2025, respectively.
- Long-Term Debt and Financing Matters
The Company's long-term debt consists of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Senior secured term loan facility | $766,987 | $770,499 |
| 5.75% Senior Notes | 299,731 | 299,686 |
| Finance leases | 20,749 | 24,536 |
| Other debt | 24,491 | 15,869 |
| Deferred financing costs | (10,176) | (11,364) |
| Total debt | 1,101,782 | 1,099,226 |
| Less current maturities | (28,572) | (23,444) |
| Long-term debt, less current maturities | $1,073,210 | $1,075,782 |
- Interest Rate Swap Agreements
Market risks relating to the Company's operations result primarily from changes in interest rates. The Company's exposure to
interest rate risk results from the entry into financial debt instruments that arose from transactions entered into during the
normal course of business. As part of an overall risk management program, the Company evaluates and manages exposure to
changes in interest rates on an ongoing basis. The Company has no intention of entering into financial derivative contracts,
other than to hedge a specific financial risk. To mitigate the Company's exposure to fluctuations in interest rates, the
Company uses pay-fixed interest rate swaps, which are designated as cash flow hedges of interest payments on floating rate
borrowings. Pay-fixed swaps effectively convert floating-rate borrowings to fixed-rate borrowings. Unrealized gains or losses
from the designated cash flow hedges and related tax effects are deferred in accumulated other comprehensive income
("AOCI") and recognized in earnings as the interest payments occur. The Company performs assessments of effectiveness for
its cash flow hedges on a quarterly basis to confirm that the hedges continue to meet the highly effective criteria required to
apply hedge accounting. Hedges and derivative financial instruments may continue to be used in the future in order to
manage interest rate exposure.
The valuation of these interest rate swap instruments is determined using widely accepted valuation techniques, including
discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of
the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and
implied volatilities. The Company has determined the inputs used to value its derivatives fall within Level 2 of the fair value
hierarchy.
On February 5, 2025, the Company executed interest rate swap agreements (the "February 2025 Agreements") with Truist
Bank and Royal Bank of Canada, as counterparties, with an effective date of June 30, 2025 and expiring June 26, 2029.
Under the February 2025 Agreements, the Company is required to make monthly fixed rate payments at annual rates ranging
from 3.97% to 3.98% and the counterparties are required to make monthly floating rate payments to the Company based on
one-month Term SOFR, each subject to a floor of 0.50%. During each of the income statement periods presented, the
notional amounts under the Company's active swap agreements totaled approximately$400 million.
The February 2025 Agreements are designated as cash flow hedges and recorded at fair value on the Company’s unaudited
condensed consolidated balance sheets with changes in fair value included in AOCI as a component of equity and reclassified
into interest expense in the same periods during which the hedge transactions affect earnings.
The following table presents the effects of derivatives in cash flow hedging relationships on the Company's AOCI and
earnings (in thousands):
| Three Months Ended June 30, · Six Months Ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Classification · 2026 · 2025 · 2026 · 2025 | ||||||||
| Unrealized income (loss) recognized | AOCI | $3,862 | $(2,960) | $6,905 | $(7,946) | |||
| Reclassification from AOCI into earnings | Interest expense, net | (1,416) | (2,890) | (2,884) | (5,765) | |||
| Net change in AOCI | $2,446 | $(5,850) | $4,021 | $(13,711) | ||||
In the 12 months following June 30, 2026, the Company estimates that an additional$0.1 million will be reclassified asan
increase to interest expense.
As of June 30, 2026 and December 31, 2025, the fair value of the Company’s interest rate swap agreements reflected anet
liability balance of$0.9 million and$4.9 million, respectively. The following table presents the fair value of the Company's
interest rate swap agreements as recorded in the unaudited condensed consolidated balance sheets (in thousands):
| Classification | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Assets: | ||
| Other current assets | $— | $2,891 |
| Total interest rate swap assets | — | 2,891 |
| Liabilities: | ||
| Other accrued expenses and liabilities | 120 | 1,750 |
| Other long-term liabilities | 742 | 6,024 |
| Total interest rate swap liabilities | 862 | 7,774 |
| Fair value of interest rate swap agreements | $(862) | $(4,883) |
- Income Taxes
The Company’s income tax provision was an expense of$8.5 million, which equates to an effective tax rate of 19.7%, and
$26.3 million, which equates to an effective tax rate of 21.6%, for the three months ended June 30, 2026 and 2025,
respectively. The Company's income tax provision was an expense of$24.6 million, which equates to an effective tax rate of
20.9%, and$41.5 million, which equates to an effective tax rate of 21.2%, for thesix months ended June 30, 2026 and 2025,
At June 30, 2026 and December 31,2025, the Company hadno accrual for unrecognized tax benefits.
As of June 30, 2026, the Company had no ongoing or pending federal examinations for prior years. The Company has
outstanding federal income tax refund claims for the 2016 and 2018 tax years. On June 2, 2026, the Company was notified
that the Joint Committee on Taxation had completed their review of the refund claims and no changes were made to the
refund amounts claimed. The Company is expected to receive the refunds by the end of the current fiscal year. At June 30,
2026, the refund claims totaled$10.0 million and were included in other current assets on the Company'sunaudited
condensed consolidated balance sheet. At June 30, 2026, interest income receivable related to the refund claims totaled$2.3
million, which was included in other current assets. During thesix months ended June 30, 2026, the Company accrued$0.3
million of interest income related to the refund claims, which was included in the Company's income tax expense. The
Company's tax years from 2021 through 2025 remain open to examination by federal and state taxing authorities.
- Self-Insured Liabilities
The liabilities for professional, general, workers' compensation and occupational injury liability risks are based on actuarially
determined estimates. Liabilities for professional, general, workers' compensation and occupational injury liability risks
represent the estimated ultimate cost of all reported and unreported losses incurred through the respective balance sheet dates.
The Company provides an accrual for actuarially determined claims reported but not paid and estimates of claims incurred
but not reported.
Professional and General Liability
The total costs for professional and general liability losses are based on the Company's premiums and retention costs and
were$32.2 million and$24.3 million for the three months ended June 30, 2026 and 2025, respectively, and$60.6 million and
$41.3 million for thesix months ended June 30, 2026 and 2025, respectively.
Workers' Compensation and Occupational Injury Liability
The total amounts for workers' compensation liability insurance are based on the Company's premiums and retention costs
and were an expense of$0.9 million and a benefit of$1.8 million for the three months ended June 30, 2026 and 2025,
respectively, and an expense of$3.2 million and$0.5 million for thesix months ended June 30, 2026 and 2025, respectively.
- Employee Benefit Plans
Defined Contribution Plan
The Company maintains defined contribution retirement plans that cover its eligible employees. The Company incurred total
costs related to the retirement plans of$13.4 million and$13.2 million for the three months ended June 30, 2026 and 2025,
respectively, and$28.9 million and$27.8 million for thesix months ended June 30, 2026 and 2025, respectively.
Employee Health Plan
The Company maintains a self-insured medical and dental plan for substantially all of its employees. The Company's reserve
for employee health costs includes amounts for reported claims, which are accrued upon occurrence, as well as a provision
for incurred but not reported claims, which are estimated based on an average lag time and experience. Accruals are based on
the estimated ultimate cost of settlement, including claim settlement expenses.
The total costs of employee health coverage were$46.0 million and$45.5 million for the three months ended June 30, 2026
and 2025, respectively, and$88.2 million and$90.0 million for thesix months ended June 30, 2026 and 2025, respectively.
- Commitments and Contingencies
Litigation and Regulatory Matters
From time to time, claims and suits arise in the ordinary course of the Company's business. The Company has been, is
currently, and may in the future be subject to claims, lawsuits, qui tam actions, civil investigative demands, subpoenas,
investigations, audits and other inquiries related to its operations. In certain of these actions, plaintiffs request punitive or
other damages against the Company that may not be covered by insurance. These claims, lawsuits, and proceedings are in
various stages of adjudication or investigation and involve a wide variety of claims and potential outcomes. Depending on
whether the underlying conduct in these or future inquiries or investigations could be considered systemic, their resolution
could have a material adverse effect on the Company's results of operations, financial position or liquidity.
The Company records accruals for such contingencies to the extent that the Company concludes it is probable that a liability
has been incurred and the amount of the loss can be reasonably estimated. Apart from ongoing litigation associated with
unresolved professional liability claims as described above, management does not believe that the Company is party to any
proceeding that, either individually or in the aggregate, could have a material adverse effect on its business, financial
condition, results of operations or liquidity. However, in light of the inherent uncertainties involved, it is possible that the
settlement of these unresolved claims could have a material adverse impact on the Company’s future results of operations,
financial position, or liquidity.
Securities Litigation
On January 7, 2026, a purported stockholder filed a putative securities class action against the Company and certain current
officers in the lawsuit styled Postiwala v. Ardent Health, Inc., et al., Case No. 3:26-cv-00022, which is pending in the United
States District Court for the Middle District of Tennessee, Nashville Division. The complaint is brought on behalf of a
putative class consisting of all persons (other than defendants) who purchased Company securities between July 18, 2024 and
November 12, 2025, and alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
(the "Exchange Act") and Rule 10b-5 promulgated thereunder based on allegedly false and misleading statements and
omissions. Specifically, the complaint alleges that the Company incorrectly accounted for and reported on certain accounts
receivable and certain insurance reserves during 2024 and 2025 which caused its stock price to be inflated. The complaint
seeks unspecified monetary damages, recovery of fees and costs, and other relief that the court may find appropriate.
The Company intends to vigorously defend the claims made; however, currently no assessment can be made as to the likely
outcome. At this time, the Company is not able to reasonably estimate the amount or range of the ultimate liability, if any, in
connection with this case.
On July 31, 2026, the Company received a letter from the Atlanta regional office of the SEC in connection with a non-public,
fact-finding inquiry, requesting that the Company voluntarily provide information regarding the$43 million decrease in
revenue related to the collectability of accounts receivable as reported in the Company's Form 10-Q filed on November 14,
- The Company intends to cooperate with the SEC's request. At this time, the Company cannot predict the timing or
outcome of this inquiry.
Derivative Action
On February 26, 2026, a stockholder derivative action styled Thompson v. Sotir, et al., Case No 3:26-cv-00219 was filed in
the United States District Court for Middle District of Tennessee, Nashville Division, against certain current officers and
directors. The Company is named as a nominal defendant only. The factual basis of the complaint is largely the same as in the
Postiwala case mentioned above but includes some additional allegations. The complaint alleges breaches of fiduciary duties,
gross mismanagement, waste of corporate assets, unjust enrichment, and violation of Section 14(a) of the Securities
Exchange Act of 1934. The complaint seeks unspecified monetary damages, restitution, the adoption of certain governance
reforms, recovery of fees and costs, and other relief that the court may find appropriate.
The Company intends to vigorously defend the claims made; however, currently no assessment can be made as to the likely
outcome. At this time, the Company is not able to reasonably estimate the amount or range of the ultimate liability, if any, in
connection with this case.
Cybersecurity Incident Litigation
In November 2023, the Company determined that a ransomware cybersecurity incident had impacted and disrupted a number
of the Company's operational and information technology systems (the "Cybersecurity Incident"). During this time, the
Company's hospitals remained operational and continued to deliver patient care utilizing established downtime procedures.
The Company immediately suspended user access to impacted information technology applications, executed cybersecurity
protection protocols, and took steps to restrict further unauthorized activity. Additionally, because of the time taken to contain
and remediate the Cybersecurity Incident, online electronic billing systems were not functioning at their full capacities and
certain billing, reimbursement and payment functions were delayed, which had an adverse impact on the Company's results
of operations and cash flows for 2023 and the first quarter of 2024.
As a result of the Cybersecurity Incident, three putative class actions were filed against the Company in the U.S. District
Court for the Middle District of Tennessee: Burke v. AHS Medical Holdings LLC, No. 3:23-cv-01308; Redd v. AHS Medical
Holdings, LLC, No. 3:23-cv-01342; and Epperson v. AHS Management Company, Inc., No. 3:24-cv-00396. These cases
were consolidated by the District Court on April 24, 2024, under the caption Hodge v. AHS Management Company, Inc., No.
3:23-cv-01308 (M.D. Tenn.). The complaint for the consolidated class action, filed on behalf of approximately 38,000
individuals who alleged their personal information and protected health information were affected by the Cybersecurity
Incident, generally asserted state common law claims of negligence, breach of implied contract, unjust enrichment, breach of
fiduciary duty, and invasion of privacy with respect to how the Company managed sensitive data. On October 4, 2024, the
Company executed a settlement agreement to resolve the consolidated class action litigation. On October 9, 2024, the District
Court preliminarily approved the settlement. Plaintiffs filed a Motion for Final Approval of the Settlement ("Motion for Final
Approval"), which the Company did not oppose. Following a hearing on the Motion for Final Approval that was conducted
on August 1, 2025, the Court ordered class counsel, the settlement administrator and the Company to implement the agreed
upon settlement of the consolidated case. Pursuant to the settlement, the Company made settlement payments, the total of
which did not have a material impact on the Company's results of operations, financial position or liquidity. Upon entry of the
Final Order, the clerk was ordered to close the case.
During thesix months ended June 30, 2025, the Company received$21.5 million of business insurance recovery proceeds
related to the Cybersecurity Incident, all of which was included in other non-operating gains on the Company's condensed
consolidated income statement. No business insurance recovery proceeds related to the Cybersecurity Incident were received
during thesix months ended June 30, 2026.
Acquisitions
The Company has acquired, and plans to continue to acquire, businesses with prior operating histories. Acquired companies
may have unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations,
such as billing and reimbursement, fraud and abuse and anti-kickback laws. The Company has from time to time identified
certain past practices of acquired companies that do not conform to its standards. Although the Company institutes policies
designed to conform such practices to its standards following completion of acquisitions, there can be no assurance that the
Company will not become liable for the past activities of these acquired facilities that may later be asserted to be improper by
private plaintiffs or government agencies. Although the Company generally seeks to obtain indemnification from prospective
sellers covering such matters, there can be no assurance that any such matter will be covered by indemnification or, if
covered, that such indemnification will be adequate to cover potential losses and fines.
- Segments
The Company hasone reportable segment, which is healthcare services. The healthcare services segment generates revenues
by delivering care to its customers, or patients, through its integrated network of hospitals, ambulatory facilities, and
physician practices. The Company's Chief Operating Decision Maker ("CODM") is its President and Chief Executive Officer,
who regularly reviews financial operating results on a consolidated basis for purposes of allocating resources and evaluating
financial performance. The Company's CODM manages the operations on a consolidated basis to make decisions about
overall Company resource allocation and to assess overall Company performance.
The CODM's assessment of segment performance and allocation of segment resources is based on consolidated net income
attributable to Ardent Health, Inc. The CODM uses this consolidated profitability measure to monitor budget versus actual
results, compare Company profitability period-over-period and make capital investment decisions.
The following table presents the composition of consolidated netincome attributable to Ardent Health, Inc. for the healthcare
services segment, including significant expenses that are regularly provided to and reviewed by the CODM (in thousands):
| Three Months Ended June 30, · Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||
| Total revenue | $1,622,245 | $1,645,280 | $3,224,115 | $3,142,514 |
| Less: | ||||
| Employee salaries and benefits | 661,415 | 646,401 | 1,308,310 | 1,279,244 |
| Contract labor | 14,771 | 25,296 | 29,307 | 50,105 |
| Supplies | 279,621 | 270,639 | 548,174 | 529,494 |
| Medical professional fees | 123,908 | 112,331 | 246,433 | 216,202 |
| Contract services | 203,935 | 184,681 | 398,480 | 361,667 |
| Other segment items (1) | 321,696 | 332,982 | 636,662 | 591,469 |
| Net income attributable to Ardent Health, Inc. | $16,899 | $72,950 | $56,749 | $114,333 |
| (1) | Other segment items included in net income attributable to Ardent Health, Inc. for each of the periods presented primarily consists of rent expense, interest expense, depreciation and amortization, income tax expense, other operating expenses, other non-operating losses (gains) and net income attributable to noncontrolling interests. | |||
The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total assets. The
accounting policies for the segment are consistent with the consolidated accounting policies provided in Note 2.
As of June 30, 2026 and December 31, 2025, all of the Company's long-lived assets were located in the United States, and for
thethree and six months ended June 30, 2026 and 2025, all revenue was earned in the United States.
- Earnings Per Share
Basic netincome per share is computed by dividing netincome attributable to common stockholders by the weighted-average
number of common shares outstanding. Diluted netincome per share is computed by dividing netincome attributable to
common stockholders by the weighted-average number of common shares outstanding plus the dilutive effect of outstanding
securities, and such dilutive effect is computed using the treasury stock method.
The following table sets forth the computation of basic and diluted netincome per share (in thousands, except share and per
share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Basic: | ||||
| Net income attributable to common stockholders | $16,899 | $72,950 | $56,749 | $114,333 |
| Weighted-average number of common shares | 141,688,279 | 140,374,892 | 141,478,312 | 140,219,452 |
| Net income per common share | $0.12 | $0.52 | $0.40 | $0.82 |
| Diluted: | ||||
| Net income attributable to common stockholders | $16,899 | $72,950 | $56,749 | $114,333 |
| Weighted-average number of common shares | 143,052,519 | 141,517,661 | 142,414,946 | 141,111,732 |
| Net income per common share | $0.12 | $0.52 | $0.40 | $0.81 |
The following table sets forth the components of the denominator for the computation of basic and diluted netincome per
share for netincome attributable to Ardent Health, Inc. stockholders:
| Three Months Ended June 30, · Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||
| Weighted-average number of common shares - basic | 141,688,279 | 140,374,892 | 141,478,312 | 140,219,452 |
| Effect of dilutive securities(1) | 1,364,240 | 1,142,769 | 936,634 | 892,280 |
| Weighted-average number of common shares - diluted | 143,052,519 | 141,517,661 | 142,414,946 | 141,111,732 |
| (1) | The effect of dilutive securities does not reflect weighted-average potential common shares from restricted stock and restricted stock units of 994,234 and 850,744 for the three months ended June 30, 2026 and 2025, respectively, and 2,488,145 and 641,768 for the six months ended June 30, 2026 and 2025, respectively, because their effect was antidilutive as calculated under the treasury stock method. | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.