Compensation and Benefits - Employee's annual salary is set at $1,076,000, with a target annual bonus of 125% of the salary for fiscal year 2024[8][9] - Employee will be eligible for annual grants under the Ardent Health Partners, Inc. 2024 Omnibus Incentive Award Plan[13] - Employee's compensation, including salary and benefits, will be subject to annual review by the Board[14] - Employee will receive reimbursement for reasonable business-related expenses in accordance with the Employer's policies[10] - Employee's participation in benefit plans will align with those available to similarly situated senior officers[11] - The Employer will reimburse Employee's COBRA health coverage costs for up to 18 months following termination[42] - The Employer will reimburse the Employee for reasonable legal fees up to a maximum of $10,000, payable on the first regular payroll date following the submission of documentation[60] Employment Terms - Employee's principal office is located in the Nashville, Tennessee metropolitan area[7] - The term of employment will commence on January 10, 2025, and end on December 31, 2027, with automatic annual renewals unless a non-renewal notice is given 90 days prior[29] - The Agreement contains the entire agreement of the parties and supersedes all prior agreements regarding the subject matter[55] - The Agreement may be executed in counterparts, and delivery by electronic means is considered effective[61] Termination and Severance - In the event of termination without Cause, the Employer will pay the Accrued Obligations and the Salary and benefits as specified in Sections 16 or 17[38] - If terminated for Good Reason, the Employee is entitled to Accrued Obligations and severance benefits, including cash payments equal to two times the sum of the annual Salary and target Bonus[41] - Upon termination due to Change in Control, Employee will receive severance benefits as outlined in Section 17, including a cash payment equal to three times the sum of the annual Salary and target Bonus[45] - The Employer will make severance benefit payments in a lump sum within three business days following the satisfaction of the Release Condition[47] - If the Employee becomes eligible for severance benefits after the payment commencement date, the Employer will pay the difference within thirty days after a Change in Control[48] - In case of Employee's death, all earned but unpaid Salary and any declared but unpaid Bonus will be paid within 90 days[34] Confidentiality and Non-Competition - Employee is required to refrain from competitive activities during and after employment, with a non-competition period of 12 months post-termination[20] - Employee must surrender all confidential information and materials upon termination of employment[19] - Employee's non-solicitation obligations extend for the same duration as the non-competition covenant[21] - Employee's obligations under Sections 4 and 5 will survive termination of the agreement regardless of the reason for termination[29] - The Employee's obligations under Sections 4 and 5 will remain in effect even after termination[29] Compliance and Legal - Employee must maintain eligibility for participation in federal health programs and must not have been sanctioned by any governmental agency[26] - Payments and benefits under the Agreement are intended to comply with Section 409A of the Internal Revenue Code[57] - The Employer will modify the Agreement to comply with Section 409A if necessary, ensuring payments are treated as separate compensation[58] - If the aggregate amount of payments exceeds the limits set by Section 280G of the Code, the Parachute Payments will be modified to maximize the after-tax benefit to the Employee[59] - The Agreement is governed by the laws of the State of Tennessee, and any disputes will be settled by arbitration in Nashville, Tennessee[21] Employer Policies - The Employer may issue policies and guidelines relating to its employees, which may include handbooks and memoranda[56]

Company Operations - As of September 30, 2024, the company operates 30 acute care hospitals and over 200 sites of care, with 1,808 employed and affiliated providers, marking a 3.3% increase compared to the previous year[111] - The company operates in six states, including Texas, Oklahoma, and New Mexico, and holds a leading position in most of its markets[111] - The company has a strategic joint venture model that enhances its operational capabilities and market penetration[111] - The total number of hospitals operated at the end of September 30, 2024, was 30, a decrease of 3.2% from 31 in the previous year[145] Financial Performance - Total revenue for the three months ended September 30, 2024, increased by $72.1 million, or 5.2%, compared to the same period in 2023, reaching $1,449,817 thousand[147] - Total revenue for the nine months ended September 30, 2024, increased by $296.3 million, or 7.3%, compared to the same prior year period[149] - Net income for the three months ended September 30, 2024, was $46,005,000, and for the nine months ended September 30, 2024, it was $158,817,000[215] - Adjusted EBITDA for the three months ended September 30, 2024, was $97.8 million, compared to $84.8 million for the same period in 2023, reflecting a year-over-year increase of 15.4%[180] - Adjusted EBITDAR for the three months ended September 30, 2024, was $137,820,000, and for the nine months ended September 30, 2024, it was $435,706,000[215] Revenue Sources - Medicare accounted for 38.7% of total revenue for the three months ended September 30, 2024, while Medicaid accounted for 10.2%[139] - Revenue related to joint ventures for the three months ended September 30, 2024, was $429.9 million, representing 29.7% of total revenue for that period[138] - The company recognized total revenue of $48.6 million under the Oklahoma directed payment program from its effective date of April 1, 2024, through September 30, 2024[116] Expenses and Costs - Total operating expenses for the three months ended September 30, 2024, increased by $61.0 million but decreased by 0.6% as a percentage of total revenue[148] - Total operating expenses increased by $243.3 million but decreased by 1.0% as a percentage of total revenue for the nine months ended September 30, 2024[151] - Professional fees increased to 18.6% of total revenue for the nine months ended September 30, 2024, compared to 17.6% in 2023[143] - Salaries and benefits as a percentage of total revenue decreased to 43.1% for the nine months ended September 30, 2024, down from 44.0% in the prior year[165] - Supplies as a percentage of total revenue decreased to 17.6% for the nine months ended September 30, 2024, down from 18.3% in the prior year[167] Debt and Financing - The company executed an amendment to its Term Loan B Facility on September 18, 2024, reducing the interest rate by 50 basis points to Term SOFR plus 2.75%[112] - The company entered into a Term Loan B Facility with a principal amount of $900.0 million, maturing in seven years, with quarterly principal installments of 0.25%[197] - The company has total long-term debt obligations of $1,464.5 million, with $25.3 million due within the next year[209] - The net leverage ratio as of September 30, 2024, was 1.6x, while the lease-adjusted net leverage ratio was 3.5x[184] - Interest expense decreased to $52.1 million for the nine months ended September 30, 2024, compared to $55.9 million in the prior year[170] Cybersecurity Incident - A ransomware cybersecurity incident occurred in November 2023, impacting operational and information technology systems, but patient care continued using established downtime procedures[119] - The Cybersecurity Incident had an adverse pre-tax impact of approximately $74 million during the year ended December 31, 2023, including lost revenue and remediation costs[120] Shareholder Activities - The company completed an initial public offering on July 19, 2024, raising gross proceeds of $192.0 million from the sale of 12,000,000 shares at $16.00 per share[113] - The company repurchased shares from Ventas for $26.0 million concurrent with Pure Health's investment in Ardent Health Partners, LLC[122] Operational Challenges - The company continues to face challenges related to staffing and labor trends, impacting operational performance and growth prospects[123] - For the three months ended December 31, 2023, admissions, surgeries, and emergency room visits decreased by 2.5%, 2.1%, and 5.7%, respectively, compared to the same period in 2022[120] Cash Flow and Liquidity - Cash flows provided by operating activities for the nine months ended September 30, 2024, totaled $195.5 million, up from $154.2 million in the prior year, indicating a growth of 27.0%[187] - Total cash and cash equivalents as of September 30, 2024, were $563.1 million, with available liquidity of $851.2 million, which includes $288.1 million in available capacity under the ABL Credit Agreement[184] - The company believes it has adequate liquidity to fund operations through operating cash flows and access to Senior Secured Credit Facilities[221]

Financial Performance - Total revenue for Q3 2024 was $1.45 billion, representing a 5.2% increase year-over-year[2] - Net income attributable to Ardent Health was $26 million, or $0.19 per share, compared to $21 million, or $0.17 per share, in Q3 2023[5] - Adjusted EBITDA for Q3 2024 increased 15.3% year-over-year to $98 million, with a margin expansion of 50 basis points to 6.7%[6] - Total revenue for Q3 2024 was $1,449.8 million, a 5.2% increase from $1,377.7 million in Q3 2023[36] - Net income attributable to Ardent Health Partners, Inc. increased to $26.3 million, up 26.5% from $20.8 million in the prior year[36] - Basic and diluted net income per share for Q3 2024 was $0.19, compared to $0.17 in Q3 2023[36] - Total revenue for the nine months ended September 30, 2024, was $4,359,783, an increase of 7.3% from $4,063,449 in the same period of 2023[38] - Net income attributable to Ardent Health Partners, Inc. increased to $96,139, representing a 65.5% increase from $58,057 in the prior year[38] - Basic and diluted net income per share for the nine months ended September 30, 2024, was $0.74, up from $0.46 in the same period of 2023[38] - Net income for Q3 2024 was $46,005, compared to $38,708 in Q3 2023, reflecting a significant year-over-year growth[44] Operational Metrics - Adjusted admissions grew by 3.8% year-over-year, totaling 86,833 for Q3 2024[14] - Emergency room visits increased by 2.6% year-over-year, totaling 161,343 in Q3 2024[12] - Inpatient surgeries totaled 8,871 in Q3 2024, a slight increase of 0.5% from 8,826 in Q3 2023[43] - Total encounters increased by 7.5% to 1,482,655 in Q3 2024 from 1,378,599 in Q3 2023[43] - Utilization of licensed beds improved to 46% in Q3 2024, up from 44% in Q3 2023, indicating better operational efficiency[43] - The company operated 30 hospitals at the end of Q3 2024, a decrease of 3.2% from 31 hospitals at the end of Q3 2023[43] - Net patient service revenue per adjusted admission was $16,312 in Q3 2024, a 0.9% increase from $16,174 in Q3 2023[43] Expenses and Costs - Salaries and benefits accounted for 43.8% of total revenue, increasing from 43.2% in the previous year[36] - Professional fees rose to $274.2 million, representing 18.9% of total revenue, compared to 17.9% in Q3 2023[36] - Interest expense decreased to $14.6 million, down from $19.0 million, reflecting a reduction in financing costs[36] - Total operating expenses were $1,392.8 million, which is 96.1% of total revenue, a slight decrease from 96.7% in the previous year[36] - Operating expenses totaled $4,163,969, accounting for 95.5% of total revenue, compared to 96.5% in the previous year[38] - The company incurred restructuring costs of $3.2 million in Q3 2024, reflecting ongoing efforts to optimize operations[45] Future Projections - The company raised its full-year 2024 revenue guidance to $5.875 billion, up from a previous estimate of $5.750 billion[22] - Net income for the full year ending December 31, 2024, is projected to be between $241 million and $263 million[50] - Adjusted EBITDA is expected to range from $425 million to $440 million[50] - Income tax expense is estimated at $39 million to $45 million[50] - Interest expense is projected to be between $66 million and $65 million[50] - Depreciation and amortization costs are anticipated to be around $145 million to $144 million[50] - Noncontrolling interest earnings are expected to be a loss of $85 million to $87 million[50] - Cybersecurity incident recoveries, net, are projected to be a loss of $20 million to $25 million[52] - Restructuring, exit, and acquisition-related costs are estimated at $13 million to $12 million[50] - Equity-based compensation is expected to remain constant at $17 million[50] - Loss from disposed operations is projected at $2 million[50] Cash Flow and Assets - Operating cash flow for Q3 2024 was $90 million, compared to $89 million in the same period last year[16] - Net cash provided by operating activities was $195,457, an increase from $154,199 in the same period of 2023[40] - Total assets as of September 30, 2024, were $4,800,014, up from $4,731,558 at the end of 2023[41] - Total liabilities decreased to $3,413,145 from $3,649,242 at the end of 2023[41] - Cash and cash equivalents at the end of the period were $563,142, compared to $444,676 at the end of the previous year[40] - The company invested $8,044 in acquisitions during the nine months ended September 30, 2024[40] - Equity attributable to Ardent Health Partners, Inc. increased to $1,005,870 from $670,896 at the end of 2023[41]