UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM |
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact Name of Registrant as Specified in its Charter) | ||
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
(Address of Principal Executive Offices) |
(Zip Code) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each Class |
Trading
Symbol(s)
|
Name of each exchange
on which registered
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Common Stock, $.01 par value per
share |
Exhibit No. |
Exhibit Description |
Exhibit 99.1 |
|
Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Dated: November 12, 2025
|
ARDENT HEALTH, INC. |
|
By: |
/s/ Alfred Lumsdaine |
|
Name: |
Alfred Lumsdaine |
|
Title: |
Executive Vice President, Chief Financial Officer |
|

Total Revenue
$1.58 billion
8.8% growth Y/Y
|
Net Loss Attributable
to Ardent Health
$23 million
|
Adjusted EBITDA(1)
$143 million
46.3% growth Y/Y
|
Adjusted EBITDAR(1)
$184 million
|
Admissions
5.8% growth Y/Y
|
Adjusted Admissions
2.9% growth Y/Y
|
Net Patient Service Revenue
per Adjusted Admission
5.8% growth Y/Y
|
Revising 2025 Adjusted EBITDA(1) Guidance
Reaffirming Total Revenue: $6,200 - $6,450 million
Revising Adjusted EBITDA(1): $530 - $555 million
|
Third Quarter 2025 Results Commentary
•"Our third quarter results reflect a continuation of the strong demand trends we saw in the first half of 2025," stated
Marty Bonick, President and Chief Executive Officer of Ardent Health. “Admissions grew 5.8%, adjusted admissions
increased 2.9% (near the high end of our 2025 guidance of 2-3%), and total surgeries trended positive for the first time
this year, rising 1.4%. Additionally, revenue and adjusted EBITDA increased 9% and 46%, respectively, and year-to-date
adjusted EBITDA through the third quarter grew 30%. Ardent generated strong operating cash flow of $154 million in
3Q25 compared to $90 million in 3Q24."
•"While we continue to execute on our strategic priorities, certain industry headwinds are persisting more than
anticipated," added Bonick. "We expected Professional Fee expense growth to moderate this year to the upper-single
digit range. First half 2025 results were consistent with that, but Professional Fee growth accelerated to 11% in the third
quarter. Additionally, payor denials were more pronounced in the third quarter. These dynamics drove a shortfall to our
third quarter adjusted EBITDA projections and we expect fourth quarter earnings to be below our original targets. As a
result, we are updating 2025 adjusted EBITDA guidance to $530 - $555 million."
•"As part of our IMPACT program, we are taking deliberate, measurable actions to mitigate these industry pressures,"
continued Bonick. "The company has already undertaken a workforce optimization program and renegotiated key
contracts, including with certain payors and agency labor that will start to benefit earnings in the fourth quarter. We
have also launched focused initiatives in precision staffing, supply chain discipline, and OR excellence."
•"We remain confident in our ability to deliver long-term shareholder value while effectively managing near-term
challenges,” stated Bonick. “Our updated 2025 guidance implies revenue and adjusted EBITDA growth of 6% and 9%,
respectively, and we are generating significant cash flow. Over the longer-term, Ardent is well positioned to continue
growing adjusted EBITDA and expanding margins driven by key pillars including: durable demand, operational
efficiencies captured by our IMPACT program, and capital deployment supported by our strong balance sheet with over
$600 million of cash and net leverage of 2.5x."
|
Three Months Ended September 30, |
|||||
(Unaudited) |
2025 |
2024 |
% Change |
||
Adjusted admissions |
89,328 |
86,833 |
2.9% |
||
Admissions |
41,862 |
39,568 |
5.8% |
||
Inpatient surgeries |
9,732 |
8,871 |
9.7% |
||
Outpatient surgeries |
22,813 |
23,220 |
(1.8%) |
||
Total surgeries |
32,545 |
32,091 |
1.4% |
||
Emergency room visits |
161,198 |
161,343 |
(0.1%) |
||
Net patient service revenue per adjusted admission |
$17,252 |
$16,312 |
5.8% |
||
Full Year 2025 Guidance |
|||||||
(Dollars in millions, except per share amount) |
Previous Guidance |
New Guidance |
|||||
Total revenue |
$6,200 |
— |
$6,450 |
$6,200 |
— |
$6,450 |
|
Net income attributable to Ardent Health, Inc. |
$245 |
— |
$285 |
$121 |
— |
$146 |
|
Adjusted EBITDA |
$575 |
— |
$615 |
$530 |
— |
$555 |
|
Rent expense payable to REITs |
$164 |
— |
$164 |
$164 |
— |
$164 |
|
Diluted earnings per share |
$1.73 |
— |
$2.01 |
$0.85 |
— |
$1.03 |
|
Adjusted admissions growth |
2.0% |
— |
3.0% |
2.0% |
— |
3.0% |
|
Net patient service revenue per adjusted admission growth |
2.1% |
— |
4.4% |
2.1% |
— |
4.4% |
|
Capital expenditures |
$215 |
— |
$235 |
$215 |
— |
$235 |
|
Investor Contact:
Dave Styblo, CFA
Investor.Relations@ardenthealth.com
(615) 296-3016
|
Media Contact:
Rebecca Kirkham
rebecca.kirkham@ardenthealth.com
(615) 296-3000
|
Three Months Ended September 30, |
|||||||
2025 |
2024 |
||||||
Amount |
% |
Amount |
% |
||||
Total revenue |
$1,576,746 |
100.0% |
$1,449,817 |
100.0% |
|||
Expenses: |
|||||||
Salaries and benefits |
676,962 |
42.9% |
635,223 |
43.8% |
|||
Professional fees |
305,083 |
19.3% |
274,223 |
18.9% |
|||
Supplies |
275,881 |
17.5% |
251,862 |
17.4% |
|||
Rents and leases |
26,386 |
1.7% |
26,410 |
1.8% |
|||
Rents and leases, related party |
38,106 |
2.4% |
37,249 |
2.6% |
|||
Other operating expenses |
198,714 |
12.6% |
117,700 |
8.2% |
|||
Interest expense |
13,914 |
0.9% |
14,629 |
1.0% |
|||
Depreciation and amortization |
39,156 |
2.5% |
36,771 |
2.5% |
|||
Loss on extinguishment and modification of debt |
7,344 |
0.5% |
1,898 |
0.1% |
|||
Other non-operating gains
|
(2,597) |
(0.2)% |
(2,807) |
(0.2)% |
|||
Total operating expenses |
1,578,949 |
100.1% |
1,392,750 |
96.1% |
|||
(Loss) income before income taxes |
(2,203) |
(0.1)% |
57,067 |
3.9% |
|||
Income tax (benefit) expense |
(3,410) |
(0.2)% |
11,062 |
0.7% |
|||
Net income |
1,207 |
0.1% |
46,005 |
3.2% |
|||
Net income attributable to noncontrolling interests |
24,685 |
1.6% |
19,683 |
1.4% |
|||
Net (loss) income attributable to Ardent Health, Inc. |
$(23,478) |
(1.5)% |
$26,322 |
1.8% |
|||
Net (loss) income per share: |
|||||||
Basic |
$(0.17) |
$0.19 |
|||||
Diluted |
$(0.17) |
$0.19 |
|||||
Weighted-average common shares outstanding: |
|||||||
Basic |
141,226,862 |
137,107,595 |
|||||
Diluted |
141,226,862 |
137,542,995 |
|||||
Nine Months Ended September 30, |
|||||||
2025 |
2024 |
||||||
Amount |
% |
Amount |
% |
||||
Total revenue |
$4,719,260 |
100.0% |
$4,359,783 |
100.0% |
|||
Expenses: |
|||||||
Salaries and benefits |
2,006,311 |
42.5% |
1,880,790 |
43.1% |
|||
Professional fees |
882,952 |
18.7% |
810,820 |
18.6% |
|||
Supplies |
805,375 |
17.1% |
769,034 |
17.6% |
|||
Rents and leases |
81,972 |
1.7% |
76,251 |
1.7% |
|||
Rents and leases, related party |
113,975 |
2.4% |
111,413 |
2.6% |
|||
Other operating expenses |
493,179 |
10.5% |
354,851 |
8.2% |
|||
Interest expense |
42,819 |
0.9% |
52,050 |
1.2% |
|||
Depreciation and amortization |
114,666 |
2.4% |
108,434 |
2.5% |
|||
Loss on extinguishment and modification of debt |
7,344 |
0.2% |
3,388 |
0.1% |
|||
Other non-operating gains
|
(23,320) |
(0.5)% |
(3,062) |
(0.1)% |
|||
Total operating expenses |
4,525,273 |
95.9% |
4,163,969 |
95.5% |
|||
Income before income taxes
|
193,987 |
4.1% |
195,814 |
4.5% |
|||
Income tax expense
|
38,114 |
0.8% |
36,997 |
0.9% |
|||
Net income
|
155,873 |
3.3% |
158,817 |
3.6% |
|||
Net income attributable to noncontrolling interests
|
65,018 |
1.4% |
62,678 |
1.4% |
|||
Net income attributable to Ardent Health, Inc.
|
$90,855 |
1.9% |
$96,139 |
2.2% |
|||
Net income per share:
|
|||||||
Basic |
$0.65 |
$0.74 |
|||||
Diluted |
$0.64 |
$0.74 |
|||||
Weighted-average common shares outstanding: |
|||||||
Basic |
140,569,409 |
129,877,510 |
|||||
Diluted |
141,242,065 |
130,022,643 |
|||||
Nine Months Ended
September 30,
|
|||
2025 |
2024 |
||
Cash flows from operating activities: |
|||
Net income |
$155,873 |
$158,817 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|||
Depreciation and amortization |
114,666 |
108,434 |
|
Other non-operating losses |
1,275 |
— |
|
Loss on extinguishment and modification of debt |
515 |
2,158 |
|
Amortization of deferred financing costs and debt discounts |
3,568 |
4,235 |
|
Deferred income taxes |
14,884 |
1,690 |
|
Equity-based compensation |
30,183 |
8,873 |
|
(Income) loss from non-consolidated affiliates |
(1,409) |
2,160 |
|
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: |
|||
Accounts receivable |
16,594 |
77,284 |
|
Inventories |
(6,308) |
(2,545) |
|
Prepaid expenses and other current assets |
(47,361) |
(21,189) |
|
Accounts payable and other accrued expenses and liabilities |
(15,716) |
(132,031) |
|
Accrued salaries and benefits |
(19,689) |
(12,429) |
|
Net cash provided by operating activities |
247,075 |
195,457 |
|
Cash flows from investing activities: |
|||
Investment in acquisitions, net of cash acquired |
— |
(8,044) |
|
Purchases of property and equipment |
(127,909) |
(106,234) |
|
Other |
(92) |
(738) |
|
Net cash used in investing activities |
(128,001) |
(115,016) |
|
Cash flows from financing activities: |
|||
Proceeds from insurance financing arrangements |
15,607 |
10,797 |
|
Proceeds from long-term debt |
— |
3,600 |
|
Payments of principal on insurance financing arrangements |
(10,751) |
(7,370) |
|
Payments of principal on long-term debt |
(4,506) |
(106,335) |
|
Debt issuance costs |
(2,573) |
(2,450) |
|
Payments of initial public offering costs |
— |
(8,636) |
|
Distributions to noncontrolling interests |
(62,366) |
(53,138) |
|
Other |
(1,829) |
— |
|
Net cash (used in) provided by financing activities |
(66,418) |
45,124 |
|
Net increase in cash and cash equivalents |
52,656 |
125,565 |
|
Cash and cash equivalents at beginning of period |
556,785 |
437,577 |
|
Cash and cash equivalents at end of period |
$609,441 |
$563,142 |
|
Supplemental Cash Flow Information: |
|||
Non-cash purchases of property and equipment |
$13,509 |
$5,546 |
|
Offering costs not yet paid |
$— |
$898 |
September 30,
2025(1)
|
December 31,
2024 (1)
|
||
Assets |
|||
Current assets: |
|||
Cash and cash equivalents |
$609,441 |
$556,785 |
|
Accounts receivable |
729,414 |
743,031 |
|
Inventories |
121,594 |
115,093 |
|
Prepaid expenses |
130,882 |
113,749 |
|
Other current assets |
366,129 |
304,093 |
|
Total current assets |
1,957,460 |
1,832,751 |
|
Property and equipment, net |
887,984 |
861,899 |
|
Operating lease right of use assets |
292,206 |
248,040 |
|
Operating lease right of use assets, related party |
919,124 |
929,106 |
|
Goodwill |
877,509 |
852,084 |
|
Other intangible assets |
90,090 |
76,930 |
|
Deferred income taxes |
18,406 |
12,321 |
|
Other assets |
111,594 |
142,969 |
|
Total assets |
$5,154,373 |
$4,956,100 |
|
Liabilities and Equity |
|||
Current liabilities: |
|||
Current installments of long-term debt |
$19,342 |
$9,234 |
|
Accounts payable |
381,853 |
401,249 |
|
Accrued salaries and benefits |
275,607 |
295,117 |
|
Other accrued expenses and liabilities |
266,352 |
239,824 |
|
Total current liabilities |
943,154 |
945,424 |
|
Long-term debt, less current installments |
1,087,023 |
1,085,818 |
|
Long-term operating lease liability |
260,748 |
221,443 |
|
Long-term operating lease liability, related party |
908,482 |
919,313 |
|
Self-insured liabilities |
260,621 |
227,048 |
|
Other long-term liabilities |
62,498 |
34,697 |
|
Total liabilities |
3,522,526 |
3,433,743 |
|
Redeemable noncontrolling interests |
(1,489) |
1,158 |
|
Equity: |
|||
Preferred stock, par value $0.01 per share; 50,000,000 shares authorized; no shares issued and
outstanding
|
— |
— |
|
Common stock, par value $0.01 per share; 750,000,000 shares authorized; 143,169,831 shares issued and
outstanding as of September 30, 2025 and 142,747,818 shares issued and outstanding as of December 31,
2024
|
1,432 |
1,428 |
|
Additional paid-in capital |
782,765 |
754,415 |
|
Accumulated other comprehensive (loss) income |
(2,634) |
9,737 |
|
Retained earnings |
456,651 |
365,796 |
|
Equity attributable to Ardent Health, Inc. |
1,238,214 |
1,131,376 |
|
Noncontrolling interests |
395,122 |
389,823 |
|
Total equity |
1,633,336 |
1,521,199 |
|
Total liabilities and equity |
$5,154,373 |
$4,956,100 |
Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||
2025 |
%
Change
|
2024 |
2025 |
%
Change
|
2024 |
||||||
Total revenue (in thousands) |
$1,576,746 |
8.8% |
$1,449,817 |
$4,719,260 |
8.2% |
$4,359,783 |
|||||
Hospitals operated (at period end) (1)
|
30 |
0.0% |
30 |
30 |
0.0% |
30 |
|||||
Licensed beds (at period end) (2)
|
4,281 |
(0.1)% |
4,287 |
4,281 |
(0.1)% |
4,287 |
|||||
Utilization of licensed beds (3)
|
49% |
6.5% |
46% |
50% |
8.7% |
46% |
|||||
Admissions (4)
|
41,862 |
5.8% |
39,568 |
124,786 |
6.7% |
116,995 |
|||||
Adjusted admissions (5)
|
89,328 |
2.9% |
86,833 |
261,031 |
2.4% |
254,909 |
|||||
Inpatient surgeries (6)
|
9,732 |
9.7% |
8,871 |
28,822 |
7.4% |
26,829 |
|||||
Outpatient surgeries (7)
|
22,813 |
(1.8)% |
23,220 |
67,385 |
(2.6)% |
69,201 |
|||||
Total surgeries |
32,545 |
1.4% |
32,091 |
96,207 |
0.2% |
96,030 |
|||||
Emergency room visits (8)
|
161,198 |
(0.1)% |
161,343 |
479,069 |
0.8% |
475,212 |
|||||
Patient days (9)
|
193,558 |
6.3% |
182,023 |
584,510 |
8.2% |
540,196 |
|||||
Total encounters (10)
|
1,577,281 |
6.4% |
1,482,655 |
4,519,815 |
5.0% |
4,304,097 |
|||||
Average length of stay (11)
|
4.62 |
0.4% |
4.60 |
4.68 |
1.3% |
4.62 |
|||||
Net patient service revenue per adjusted admission (12)
|
$17,252 |
5.8% |
$16,312 |
$17,745 |
5.7% |
$16,784 |
|||||
Adjusted Admissions |
= |
Admissions |
x |
(Gross Inpatient Revenue + Gross Outpatient Revenue) |
Gross Inpatient Revenue |
Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||
2025 |
2024 |
2025 |
2024 |
||||
Net income |
$1,207 |
$46,005 |
$155,873 |
$158,817 |
|||
Adjusted EBITDA Addbacks: |
|||||||
Income tax (benefit) expense |
(3,410) |
11,062 |
38,114 |
36,997 |
|||
Interest expense |
13,914 |
14,629 |
42,819 |
52,050 |
|||
Depreciation and amortization |
39,156 |
36,771 |
114,666 |
108,434 |
|||
Noncontrolling interest earnings |
(24,685) |
(19,683) |
(65,018) |
(62,678) |
|||
Loss on extinguishment and modification of debt |
7,344 |
1,490 |
7,344 |
3,388 |
|||
Other non-operating losses (gains) (1)
|
353 |
47 |
1,130 |
(208) |
|||
Cybersecurity Incident recoveries, net (2)
|
(2,950) |
(4,976) |
(22,655) |
(4,976) |
|||
Restructuring, exit and acquisition-related costs (3)
|
3,040 |
3,796 |
7,944 |
11,694 |
|||
Change in accounting estimate (4)
|
43,298 |
— |
43,298 |
— |
|||
New Mexico professional liability accrual (5)
|
54,468 |
— |
54,468 |
— |
|||
Epic expenses (6)
|
1,620 |
485 |
2,904 |
1,500 |
|||
Equity-based compensation |
9,674 |
8,135 |
30,183 |
8,873 |
|||
(Income) loss from disposed operations |
(11) |
3 |
22 |
1,989 |
|||
Adjusted EBITDA |
$143,018 |
$97,764 |
$411,092 |
$315,880 |
|||
Total revenue |
$1,576,746 |
$1,449,817 |
$4,719,260 |
$4,359,783 |
|||
Adjusted EBITDA margin |
9.1% |
6.7% |
8.7% |
7.2% |
|||
Three Months Ended
September 30, 2025
|
Nine Months Ended
September 30, 2025
|
||
Net income |
$1,207 |
$155,873 |
|
Adjusted EBITDAR Addbacks: |
|||
Income tax expense |
(3,410) |
38,114 |
|
Interest expense |
13,914 |
42,819 |
|
Depreciation and amortization |
39,156 |
114,666 |
|
Noncontrolling interest earnings |
(24,685) |
(65,018) |
|
Loss on extinguishment and modification of debt |
7,344 |
7,344 |
|
Other non-operating losses (1)
|
353 |
1,130 |
|
Cybersecurity Incident recoveries, net (2)
|
(2,950) |
(22,655) |
|
Restructuring, exit and acquisition-related costs (3)
|
3,040 |
7,944 |
|
Change in accounting estimate (4)
|
43,298 |
43,298 |
|
New Mexico professional liability accrual (5)
|
54,468 |
54,468 |
|
Epic expenses (6)
|
1,620 |
2,904 |
|
Equity-based compensation |
9,674 |
30,183 |
|
(Income) loss from disposed operations |
(11) |
22 |
|
Rent expense payable to REITs (7)
|
40,961 |
122,522 |
|
Adjusted EBITDAR |
$183,979 |
$533,614 |
Guidance for the Full Year Ending
December 31, 2025
|
|||
Low |
High |
||
Net income |
$207 |
$234 |
|
Adjusted EBITDA Addbacks: |
|||
Income tax expense |
51 |
58 |
|
Interest expense |
58 |
56 |
|
Depreciation and amortization |
156 |
153 |
|
Noncontrolling interest earnings |
(86) |
(88) |
|
Loss on extinguishment and modification of debt |
7 |
7 |
|
Other non-operating gain |
1 |
1 |
|
Cybersecurity Incident recoveries, net (1)
|
(23) |
(23) |
|
Restructuring, exit and acquisition-related costs |
14 |
13 |
|
Change in accounting estimate (2)
|
43 |
43 |
|
New Mexico professional liability accrual (3)
|
54 |
54 |
|
Epic expenses |
4 |
4 |
|
Enterprise system conversion costs |
3 |
3 |
|
Equity-based compensation |
41 |
40 |
|
Adjusted EBITDA |
$530 |
$555 |
|