Graymark Healthcare Inc. is looking at re-listing its stock on the Nasdaq Stock Market or New York Stock Exchange within the next year after completing its merger with Foundation Surgery Affiliates this week.
While Graymark had focused on sleep diagnostic services and sleep apnea, the new Oklahoma City-based company will be focused on Foundation's primary business of operating and developing surgical hospitals and surgery centers. Although Graymark owns about 100 sleep clinics in the Midwest, the business will become ancillary to the surgical facility business, said Stanton Nelson, CEO of the old Graymark, who will maintain his role as CEO of the newly merged company.
“That is really where we see the future of the company,” Nelson said.
For right now, the company is still called Graymark Healthcare, but could change its name to Foundation in the coming months, he said.
The merger will give the new company access to capital from shareholders to expand into new markets by acquiring existing surgical facilities and also developing new hospitals.
Classified as a reverse merger, the deal has allowed Foundation to become a public company without an initial public offering.
The costs of taking a company public are high and would have consumed much of Foundation's senior level staff for months, said Tom Michaud, founder of Foundation and chairman of the newly merged firm.
In the reverse merger, Graymark will acquire Foundation in exchange for more than 114.5 million shares of Graymark's stock, as well as a $2 million note.
“With Graymark, not only were we a public company as soon as we signed the papers, but we got to take some of their talent as well — and that includes Stanton Nelson,” Michaud said.
Developing hospitals is “capital intensive” Michaud said, as much as $50 million to $60 million for each new facility. As a public company, the company will have an easier time raising money to fund expansion. The company has expanded into New Mexico and Arizona is weighing an push into Louisiana, Mississippi and Florida, Michaud said.
“We now have about 10 new projects in the pipeline,” Michaud said.
Foundation owns four surgical hospitals, 11 surgery centers, and five imaging centers in seven states.
Graymark has struggled in the past year with cash shortfalls as its business took a big hit from reduced Medicaid reimbursements for sleep studies and sleep apnea treatments. One of the company's largest shareholders, Roy Oliver, had loaned the company more than $2.4 million over the past year to make debt service.
As part of the merger, Graymark has converted about $8 million it owed Oliver into 17.9 million shares of Graymark stock. It has also reduced its debt to senior lender Arvest Bank by $6 million in exchange for more than 13.3 millions shares.
Graymark's stock was removed from Nasdaq in November for failing to meet minimum stock price requirements and is now trading over-the-counter under the symbol GRMH.