Note 2 - Acquisition of White Oak Senior Living

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Business Combination Disclosure [Text Block]

Note 2 – Acquisition of White Oak Senior Living

On August 1, 2024, the Company purchased certain assets and assumed certain liabilities of the White Oak Senior Living (“White Oak”) portfolio for a purchase price of $221,400,000, subject to the adjustments set forth in the agreement. The White Oak portfolio consists of 22 healthcare operations, which includes 15 skilled nursing facilities, two assisted living facilities, four independent living facilities, and a long-term care pharmacy.  The operations have 1,928 licensed skilled nursing beds, 48 assisted living units, and 302 independent living units in the states of South Carolina and North Carolina (2,278 total beds/units). The acquisition represents both an expansion of NHC’s operations into a new state (North Carolina) and a strategic advancement of its growth in its existing operational footprint. 

The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the purchase price allocation.

The Company has performed a valuation analysis of the fair market value of White Oak’s assets acquired and liabilities assumed. The following table summarizes the allocation of the purchase price as of the transaction’s closing date (in thousands):

	Amount
Cash and cash equivalents	$	9
Inventories		1,054
Prepaid expenses and other assets		137
Property and equipment		205,345
Operating lease right-of-use assets		11,380
Intangible assets		12,826
Total assets acquired		230,751
Operating lease liabilities, current portion		424
Accrued payroll		3,559
Other current liabilities		1,085
Operating lease liabilities, less current portion		10,956
Other noncurrent liabilities		1,005
Total liabilities assumed		17,029
Net identifiable assets acquired		213,722
Goodwill		2,183
Total estimated fair value of the acquisition	$	215,905

The indefinite-lived intangible assets acquired include the trade name of White Oak and the skilled nursing certificates of need and licenses. The goodwill is recorded in the inpatient services segment and is attributed to the workforce acquired and reputation of the business as part of the transaction. We expect the goodwill to be deductible for income tax purposes.

For the year ended December 31, 2024, White Oak contributed net operating revenues of $96,065,000 and income before income taxes of $4,974,000 that are included in the Company’s statements of operations. The Company recognized $3,266,000 in acquisition-related expenses for the year ended December 31, 2024 in connection with the White Oak acquisition. These costs related to legal and other professional fees, which were included as a component of other operating expenses in the consolidated statements of operations.

The following table contains unaudited pro forma consolidated statements of operations information for the years ended December 31, 2024, 2023, and 2022, assuming the White oak acquisition closed on January 1, 2022 (in thousands).

	Year Ended December 31,
	2024		2023		2022
Net operating revenues and grant income	$	1,434,768	$	1,342,207	$	1,273,974
Income before income taxes		140,779		86,698		22,213
Net income attributable to NHC	$	105,321	$	63,778	$	16,264