As filed with the Securities and Exchange Commission on January 23, 2008.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Accuro Healthcare Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	7372	20-1903678
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Accuro Healthcare Solutions, Inc.

14241 Dallas Parkway, Suite 800

Dallas, Texas 75254

(972) 755-6500

(Address including zip code, telephone number, including area code, of Registrant’s Principal Executive Offices)

David D. Hagey

Accuro Healthcare Solutions, Inc.

14241 Dallas Parkway, Suite 800

Dallas, Texas 75254

(972) 755-6500

(Name, address including zip code, telephone number, including area code, of agent for service)

Copies To:

Robert B. Little Vinson & Elkins L.L.P. Trammell Crow Center 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201 Telephone: (214) 220-7931 Telecopy: (214) 999-7931 Alexander D. Lynch Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Telecopy: (212) 310-8007

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)(2)	Amount of registration fee
Common stock, $0.01 par value per share	$143,750,000	$5,649.38

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

(2) Includes the offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 23, 2008.

PROSPECTUS

            Shares

Accuro Healthcare Solutions, Inc.

Common Stock

$            per share

We are selling             shares of our common stock and the selling stockholders named in this prospectus are selling             shares. We will not receive any proceeds from the sale of the shares by the selling stockholders. We and the selling stockholders have granted the underwriters an option to purchase up to             additional shares of our common stock to cover over-allotments.

This is the initial public offering of our common stock. We currently expect the initial public offering price to be between $             and $             per share. We have applied to have our common stock listed on the Nasdaq Global Market under the symbol “ACCU.”

Investing in our common stock involves risks. See “ Risk Factors” beginning on page 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discount	$	$
Proceeds to Accuro Healthcare Solutions, Inc. (before expenses)	$	$
Proceeds to the selling stockholders (before expenses)	$	$

The underwriters expect to deliver the shares to purchasers on or about                     , 2008.

Citi

Piper Jaffray

William Blair & Company Jefferies & Company

                    , 2008

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

	Page
Summary	1
Risk Factors	11
Forward-Looking Statements	30
Use of Proceeds	31
Dividend Policy	31
Capitalization	32
Dilution	33
Selected Consolidated Financial Data	35
Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Business	58
Management	75
Executive Compensation and Director Compensation	80
Certain Relationships and Related Person Transactions	94
Principal and Selling Stockholders	97
Description of Capital Stock	100
Description of Indebtedness	103
Shares Eligible for Future Sale	104
Material U.S. Federal Tax Consequences for Non-U.S. Holders of Common Stock	107
Underwriting	110
Legal Matters	113
Experts	113
Where You Can Find More Information	113
Index to Consolidated Financial Statements	F-1

Until                     , 2008 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

INDUSTRY AND MARKET DATA

This prospectus includes market and industry data and forecasts that we obtained from internal research and forecasts, publicly available information, filings of public companies and industry surveys, publications and forecasts. Our internal research and forecasts are based upon management’s understanding of industry conditions, and such information has not been verified by any independent sources. Industry surveys, publications and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this prospectus, this information could be inaccurate. We do not know what assumptions regarding general economic conditions or growth were used in preparing the industry forecasts that we cite. None of the sources cited in this prospectus has consented to the inclusion of any data from its reports, nor have we sought their consent. Statements as to our position relative to our competitors refer to recent data available to us.

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SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before buying shares of our common stock. Before deciding to invest in shares of our common stock, you should read this entire prospectus carefully, including our consolidated financial statements and the notes thereto and the information set forth under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each case included elsewhere in this prospectus.

We are currently organized as a wholly-owned subsidiary of our holding company, Accuro, L.L.C. Immediately prior to the consummation of this offering, Accuro, L.L.C. will merge with and into Accuro Healthcare Solutions, Inc. and each of the unitholders of Accuro, L.L.C. will become a stockholder of Accuro Healthcare Solutions, Inc. as part of a series of transactions we refer to as our corporate reorganization. References in this prospectus to “we,” “us,” “our company” or similar terms refer to Accuro Healthcare Solutions, Inc. and its subsidiaries, after giving effect to our corporate reorganization.

Overview

We are a leading provider of proprietary internet-based solutions that achieve improved profitability for a broad range of healthcare providers, including hospitals and ancillary healthcare providers, by enabling them to more effectively manage the complexities of the patient registration, billing, collection and reimbursement process, which we refer to as revenue cycle management. By utilizing our Software as a Service, or SaaS, platform, our customers achieve appropriate and optimal reimbursement from payers, ensure complete and accurate pricing information, reduce bad debt, improve collections, improve regulatory compliance and more efficiently manage the overall revenue cycle process. Our solutions also provide our customers with timely and meaningful information and data analytics to enhance their ability to make informed decisions as our customers manage their businesses. We believe that our solutions offer a significant value proposition to our customers by generating an attractive return on investment. Specifically, a number of healthcare providers using our solutions have reported deriving a return on investment in excess of 400%, which we believe to be representative of the overall experiences of our customer base.

Our dynamic suite of SaaS solutions automates the primary and most challenging components of the revenue cycle and provides proven, clear and measurable results to address the reimbursement pressures affecting healthcare providers. We provide up-to-date content and integrated applications to address key areas of the revenue cycle, resulting in improved operating margins for our customers, streamlined processes, enhanced regulatory compliance and increased patient satisfaction. We periodically update our proprietary solutions based on the expertise of our employees, which is supplemented by our experiences gained from our large and diverse customer base. Because we centrally host our applications, we are able to rapidly deploy these updates simultaneously to all of our customers.

We believe our innovative solutions represent a superior alternative to other revenue cycle management offerings. We offer a number of advantages over traditional installed software offerings, including significantly lower upfront costs, reduced complexity, broader and more rapid deployment and more efficient integration with existing customer information systems. In addition, our centrally hosted software applications and data center render additional customer hardware and maintenance unnecessary and facilitate our customers’ access to current design and content. We differentiate ourselves from other providers of internet-based solutions through the breadth of our suite of solutions and services, the depth of our content, and the knowledge and expertise of our dedicated team of over 400 employees.

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The strength of our revenue cycle management solutions has driven substantial growth in our customer base and has allowed us to further penetrate our current customers with new and existing solutions. Our national, diversified customer base includes approximately 800 hospital customers operating over 1,400 for-profit and not-for-profit hospital facilities and approximately 360 ancillary healthcare providers, such as specialty hospitals and large physician groups. In exchange for access to our solutions, we charge our customers subscription fees on a recurring basis as well as other fees, such as implementation and consulting fees, on a case-by-case basis. As a result of our subscription-based revenue model and high levels of customer satisfaction, we have experienced a customer retention rate of at least 96% in 2006 and 2007 and have continued to grow our customer base and predictable, recurring revenue stream. During 2007, we added solutions to 312 healthcare facilities, which were comprised of 127 facilities for existing customers and 185 facilities for new customers. In addition, for the nine months ended September 30, 2007, we generated $50.4 million in revenue, an increase of approximately 24% over the $40.6 million in revenue we generated during the nine months ended September 30, 2006.

Market Opportunity

Increasing pressures from government administered insurance programs, managed care payers and employers, along with pressures resulting from the increased financial burden of healthcare costs on consumers, are negatively impacting reimbursement to hospitals and ancillary healthcare providers. In addition, the highly intricate and frequently changing rules and regulations governing the invoicing of healthcare payers have complicated the billing and collections processes for healthcare providers. These pressures and complexities are compounded because many healthcare providers lack the technological infrastructure and human resources to bill, collect and be fully reimbursed for their services, and instead rely on inefficient, labor intensive processes to perform these functions. As a result, these healthcare providers experience increased risk of noncompliance and deteriorating profitability due to decreasing reimbursements and increasing costs from the significant resources needed to manage these complex processes.

We believe that the persistent and growing complexities in the healthcare industry, particularly with respect to reimbursement, along with the ill-equipped manual processes or legacy installed software systems currently being used by many healthcare providers, present a compelling opportunity to enable healthcare providers to improve their financial performance by simplifying the complexities of the revenue cycle. The market for revenue cycle management solutions consists of for-profit and not-for-profit hospitals and certain ancillary healthcare providers, such as specialty hospitals and large physician groups, in the United States. We estimate that there are currently over 5,700 acute care hospitals and over 8,000 ancillary healthcare providers and that the market opportunity for revenue cycle management offerings to serve these providers is approximately $4 billion annually.

The Accuro Solution

We offer a broad and comprehensive suite of internet-based revenue cycle management solutions to hospitals and ancillary healthcare providers. KLAS Enterprises LLC, an independent organization that measures and reports healthcare technology vendor performance, has recently recognized the high quality and content of our solutions in its Best in KLAS Vendor Performance Report, which ranked our Accuro Contract Manager solution first in its category of revenue cycle-contract management and our CodeCorrect CDM solution second in its category of revenue cycle-chargemaster management. We categorize our solutions as follows: Performance, Intelligence, Access and Analytics.

Accuro Performance:    Our suite of Performance solutions enables hospitals and ancillary healthcare providers to more easily identify and collect revenue owed to them based on negotiated managed care payer contracts and government administered insurance programs, such as Medicare and Medicaid. These solutions also enable our customers to monitor and evaluate payer performance, which assists them in future

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negotiations with payers. Our suite of Performance solutions is supported by our highly experienced team of professionals who interpret our customers’ contracts with payers by leveraging their knowledge of the contracts across various facility types, regions and specific payers. These solutions simplify our customers’ reimbursement process by accurately calculating expected payments and discounts pursuant to payer contracts, identifying underpayments and helping to ensure compliance with financial reporting requirements by accurately reflecting the expected reimbursement in their accounts receivable. Our customers may expand the functionality of these solutions to include automation of accurate recognition of contractual allowances and evaluation of the cause and potential solutions for denied claims.

Accuro Intelligence:    Our suite of Intelligence solutions helps healthcare providers improve revenue cycle integrity and ensure the accuracy of their charge description masters, or CDMs, through the effective application of timely and relevant coding and billing information. In order to receive appropriate reimbursement for services rendered, hospitals and ancillary healthcare providers must submit their healthcare claims with properly coded and formatted information as specifically required by each healthcare payer. Because these requirements are frequently updated, it is imperative that provider CDMs remain accurate and up-to-date. If a provider uses a wrong billing code or submits an incorrectly formatted claim for services, payment can be delayed, reduced or entirely denied, regardless of the reason for the error. Upon implementation of our Intelligence solutions, our customers quickly and easily identify these issues, enabling them not only to recover lost revenue and reduce the risk of noncompliance but also to prevent such losses going forward.

Accuro Access:    Our suite of Access solutions focuses on the revenue cycle at the point of patient access, offering our customers transparent pricing and medical necessity verification tools to reduce bad debt, increase operating efficiencies and strengthen patient relationships. With respect to this component of the revenue cycle, we have initially used these solutions to enable our customers to educate patients about their anticipated out-of-pocket expenses and for medical necessity verification of proposed services. These solutions enable our customers to provide more precise pricing estimates to their patients prior to rendering services and to determine medical necessity based on our databases of government reimbursement rules and regulations. In our customers’ experience, patients are more inclined to pay their out-of-pocket costs if they are properly informed of their estimated financial responsibility for such costs in advance of receiving healthcare services as opposed to learning of their payment obligation after the service has been provided.

Accuro Analytics:    Our suite of Analytics solutions provides hospitals and ancillary healthcare providers with information to facilitate more effective negotiations with managed care payers, develop strategic pricing initiatives, drive more informed decisions and forecast new market opportunities, resulting in improved profitability. This suite of solutions primarily assists customers with modeling and forecasting contractual revenue from managed care companies as well as determining prices based on costs, market rates, contract terms or a combination of these factors, which we maintain and continually update in our proprietary databases. This information assists our customers with contract negotiations and renewals and enables our customers to determine appropriate pricing that is transparent and defensible to both patients and payers. In addition, our Analytics solutions provide our customers with information to analyze market trends so that they can be proactive rather than reactive in determining pricing and planning service offerings. This information also identifies potential coding and charge capture errors.

Our Competitive Strengths

Our competitive strengths include:

• Demonstrable value proposition.    We believe the breadth, depth and design of our solutions present a compelling value proposition for hospitals and ancillary healthcare providers. We believe that our customers derive an attractive return on investment by employing our suite of solutions. Specifically, a number of healthcare providers using our solutions have reported deriving a return on investment in

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excess of 400%, which we believe to be representative of the overall experiences of our customer base.

• Unmatched scope and functionality.    We believe our integrated suite of solutions represents the broadest and most functional of all internet-based revenue cycle management offerings. KLAS Enterprises LLC has recently recognized the high quality and content of our solutions in its Best in KLAS Vendor Performance Report, which ranked our Accuro Contract Manager solution first in its category of revenue cycle-contract management and our CodeCorrect CDM solution second in its category of revenue cycle-chargemaster management. These two solutions represent our two primary offerings.

• Powerful Software as a Service platform.     We believe that none of our competitors offers as comprehensive a suite of revenue cycle solutions over the internet as we do. As such, we believe our SaaS platform represents a superior solution to other revenue cycle management alternatives, offering a number of advantages over installed software offerings and other providers whose suite of services is only partially internet-based.

• Subscription-based revenue model.     We believe our subscription-based fee model generates significant and predictable, recurring revenue. As a result of our subscription-based revenue model and high levels of customer satisfaction, we have experienced a customer retention rate of at least 96% in 2006 and 2007 and a predictable, recurring revenue stream.

• Scalable business model.     We believe our business model is designed to meet the requirements of our growing customer base, without requiring a significant expansion of our existing infrastructure and organization. As a result, as we add new solutions and customers to our business, we are able to leverage our current platform to increase our operating efficiencies.

• Established national market presence and diversified customer base.     We believe that the strength of our revenue cycle management solutions has driven substantial growth in our customer base. Our national, diversified customer base includes approximately 800 hospital customers operating over 1,400 for-profit and not-for-profit hospital facilities and approximately 360 ancillary healthcare providers, such as specialty hospitals and large physician groups.

Our Strategy

Our goal is to continue to enhance our position as a leading provider of internet-based revenue cycle management solutions for the healthcare industry. The key elements of our strategy to achieve this objective include:

• Continuously evaluating and addressing our customers’ needs.    The strength of our business is directly linked to the satisfaction and goals of our customers. We are focused on our customers’ revenue cycle management needs and strive to provide them with high-quality solutions.

• Continuously improving and expanding our revenue cycle management solutions.    Continuously improving and expanding our solutions through internal efforts as well as strategic partnerships is pivotal to our strategy. We intend to continue leveraging our research and development capabilities and industry knowledge to further enhance our existing solutions and services and to develop new solutions and services.

• Further penetrating our existing customer base.    We believe that there is a significant opportunity to leverage our long-standing customer relationships and our large and experienced sales team to increase the penetration rate for our comprehensive suite of solutions with our customer base of approximately 800 hospital customers, which operate over 1,400 for-profit and not-for-profit hospital facilities, and approximately 360 ancillary healthcare providers. While we offer solutions that cover many aspects of revenue cycle management, less than 17% of our customers’ facilities utilize more than one of our solutions.

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• Attracting new customers.    We believe that there is a significant opportunity to grow our customer base. While our existing customer base is large and diverse, we believe there are approximately 4,300 hospitals and an even larger number of ancillary healthcare providers that do not currently use our solutions. In addition, we believe that many of these providers do not currently employ internet-based revenue cycle software solutions.

• Opportunistically pursuing strategic acquisitions.    In addition to our internal research and development efforts, we evaluate opportunities to improve and expand our solutions through opportunistic, strategic acquisitions on an ongoing basis. We believe our management team’s ability to successfully identify acquisition opportunities that are complementary to our business and to integrate them into our existing operations with minimal disruption has played, and will continue to play, an important role in the expansion of our solutions and in our growth.

Risks Associated with Our Business

We are subject to a number of risks and uncertainties that we describe more fully in “Risk Factors,” including, among others, the following factors that could materially adversely affect our business, financial condition, results of operations and the price of our common stock:

• we have incurred losses in recent periods, including net losses of $1.0 million, $1.0 million and $5.0 million for the years ended December 31, 2004, 2005 and 2006, respectively, and we may not be profitable in future periods;

• we face intense competition, which could limit our ability to maintain or expand our market share within our industry;

• we may not be able to retain our existing customers or attract new customers; and

• potential regulatory requirements placed on our software, solutions and content could impose increased costs on us, delay or prevent introduction of our new solutions and impair the function or value of our existing solutions.

Corporate Reorganization

We are currently organized as a wholly-owned subsidiary of our holding company, Accuro, L.L.C. Immediately prior to the consummation of this offering, Accuro, L.L.C. will merge with and into Accuro Healthcare Solutions, Inc., with Accuro Healthcare Solutions, Inc. surviving the merger. As a result of the merger, all of Accuro, L.L.C.’s outstanding common units and options to purchase its common units will be converted into shares of our common stock and options to purchase shares of our common stock, respectively. In addition, all of Accuro, L.L.C.’s outstanding Series A preferred units will be converted into shares of our common stock. All of the shares of our common stock held by Accuro, L.L.C. prior to the merger will be cancelled. Collectively, we refer to these events as our corporate reorganization. As a result, references in this prospectus to our capitalization and other matters pertaining to our equity securities prior to the consummation of the merger of Accuro, L.L.C. with and into Accuro Healthcare Solutions, Inc. relate to the capitalization and equity securities of Accuro, L.L.C. In addition, the consolidated financial statements and consolidated financial data included in this prospectus are those of Accuro, L.L.C. Immediately following our corporate reorganization and immediately prior to the consummation of this offering, we will effect a      -for-1 stock split of our common stock. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Considerations — Corporate Reorganization.”

Corporate Information

Our principal executive offices are located at 14241 Dallas Parkway, Suite 800, Dallas, Texas 75254. Our telephone number is (972) 755-6500. We maintain a website at www.accurohealth.com. Information on our website does not constitute part of, and is not incorporated into, this prospectus. We were formed in Delaware in 2004.

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The Offering

Common stock offered by us              shares

Common stock offered by the selling stockholders              shares

Common stock to be outstanding after this offering              shares

Over-allotment option We and the selling stockholders have granted the underwriters a 30-day option to purchase up to              additional shares of our common stock at the initial public offering price solely to cover over-allotments, if any.

Directed share program We plan to reserve up to              shares offered by this prospectus under a directed share program in which our directors, officers, employees, business associates and other parties related to us may be able to purchase shares in this offering at the initial public offering price.

Use of proceeds We estimate that the net proceeds to us from the sale of the shares of our common stock in this offering will be approximately $              at an assumed initial public offering price of $              per share, the midpoint of the price range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares by the selling stockholders. We intend to use the net proceeds to us from this offering (i) to repay approximately $             of outstanding indebtedness and (ii) for working capital and other general corporate purposes. See “Use of Proceeds.”

Risk factors Investing in our common stock involves a high degree of risk. You should carefully read and consider the information set forth under “Risk Factors,” together with all of the other information set forth in this prospectus, before deciding to invest in shares of our common stock.

Proposed Nasdaq Global Market symbol ACCU

The number of shares of our common stock to be outstanding after this offering is based on              shares outstanding as of                    , 2008. Unless otherwise indicated, this number excludes:

•              shares issuable upon exercise of options outstanding as of            , at a weighted average exercise price of $             per share; and

•              shares reserved for future issuance under our equity incentive plans.

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Unless otherwise indicated, the information in this prospectus:

• reflects the completion of our corporate reorganization, as more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Considerations — Corporate Reorganization”;

• gives effect to a     -for-1 stock split of our common stock to be effected immediately prior to the consummation of this offering;

• assumes no exercise by the underwriters of their over-allotment option to purchase up to an additional              shares from us and an additional              shares from the selling stockholders; and

• assumes an initial public offering price of $             per share, the midpoint of the price range set forth on the cover of this prospectus.

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Summary Consolidated Financial Data

The following summary consolidated statements of operations data for the years ended December 31, 2004, 2005 and 2006 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data for the nine months ended September 30, 2006 and 2007 and summary consolidated balance sheet data as of September 30, 2007 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited interim consolidated financial statements on the same basis as our audited consolidated financial statements. The unaudited interim consolidated financial statements include all adjustments, consisting only of normal and recurring adjustments that we consider necessary to fairly present our financial position and results of operations for those periods and as of such dates. Our historical results are not necessarily indicative of results expected for any future periods. In addition, our unaudited results for and as of the nine months ended September 30, 2007 may not be indicative of our results for and as of the full year ended December 31, 2007. The following summary consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our consolidated financial statements and the notes thereto and “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Capitalization,” in each case included elsewhere in this prospectus.

Consolidated Statements of Operations Data:

	Year Ended December 31,									Nine Months Ended September 30,
	2004			2005			2006(1)			2006			2007
										(unaudited)
	(in thousands, except share and unit data)
Revenue:
Subscription fees	$	12,080		$	16,164		$	46,903		$	33,920		$	43,587
Other		7,427			7,908			9,069			6,666			6,828
Total revenue		19,507			24,072			55,972			40,586			50,415
Operating expenses:
Direct operating		7,215			8,867			15,635			11,363			14,132
Sales and marketing		2,235			3,149			8,284			6,335			6,007
Research and development		1,921			2,018			4,668			3,356			5,359
General and administrative		5,194			8,851			18,793			11,117			12,371
Depreciation and amortization		1,475			2,553			8,597			6,187			7,190
Total operating expenses		18,040			25,438			55,977			38,358			45,059
Operating income (loss)		1,467			(1,366	)		(5	)		2,228			5,356
Other income (expense):
Interest income		24			22			13			10			13
Interest expense		(2	)		(53	)		(4,835	)		(3,687	)		(4,183	)
Other income (expense)		(366	)		—			(8	)		(8	)		29
Total other income (expense)		(344	)		(31	)		(4,830	)		(3,685	)		(4,141	)
Minority/noncontrolling interest in consolidated subsidiary		(1,760	)		(141	)		—			—			—
Income (loss) before income taxes		(637	)		(1,538	)		(4,835	)