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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended: September 30, 2006

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission file number 333-135172



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CRC HEALTH CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                                |  |                                     
|--------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                        |  | 73-1650429                          
|(State or other jurisdiction of incorporation or organization)  |  | (I.R.S. Employer Identification No.)
|                                                                | 
|20400 Stevens Creek Boulevard, Suite 600, Cupertino, California |  | 95014                               
|(Address of principal executive offices)                        |  | (Zip code)                          

(877) 272-8668

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated
filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by
check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act)    Yes ̈No  x

There is no market for the registrants equity.
The total number of shares of the registrants common stock, par value of $0.001 per share, outstanding as of November 10, 2006 was 1,000.



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CRC HEALTH CORPORATION

INDEX



|              |  |                       |  |                                                                                                                                                                                                                        |  |         
|------------- |  | --------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|              |  |                       |  |                                                                                                                                                                                                                        |  | Page No.
|Part I.       |  | Financial Information |  |                                                                                                                                                                                                                       
|              |  | Item 1.               |  | Financial Statements                                                                                                                                                                                                   |  |         
|              |  |                       |  | Condensed Consolidated Balance Sheets as of September 30, 2006 (Successor) and December 31, 2005 (Predecessor)                                                                                                         |  | 3       
|              |  |                       |  | Condensed Consolidated Statements of Operations for the three and eight months ended September 30, 2006 (Successor), one month ended January 31, 2006 and three and nine months ended September 30, 2005
(Predecessor) |  | 4       
|              |  |                       |  | Condensed Consolidated Statements of Mandatorily Redeemable Stock and Stockholders Equity for the eight months ended September 30, 2006 (Successor) and one month ended January 31, 2006
(Predecessor)                |  | 5       
|              |  |                       |  | Condensed Consolidated Statements of Cash Flows for the eight months ended September 30, 2006 (Successor), one month ended January 31, 2006 and nine months ended September 30, 2005 (Predecessor)                     |  | 6       
|              |  |                       |  | Notes to Condensed Consolidated Financial Statements                                                                                                                                                                   |  | 7       
|              |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                                  |  | 33      
|              |  | Item 3.               |  | Quantitative and Qualitative Disclosure About Market Risk                                                                                                                                                              |  | 48      
|              |  | Item 4.               |  | Controls and Procedures                                                                                                                                                                                                |  | 48      
|              |  |                      
|Part II.      |  | Other Information     |  |                                                                                                                                                                                                                       
|              |  | Item 1A.              |  | Risk Factors                                                                                                                                                                                                           |  | 49      
|              |  | Item 6.               |  | Exhibits                                                                                                                                                                                                               |  | 49      
|              | 
|Signature     |  | 50                   
|Exhibit Index |  | 51                   

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of Part I of this Quarterly Report,
includes or may include forward-looking statements. All statements included herein, other than statements of historical fact, may constitute forward-looking statements. In some cases you can identify forward-looking statements by
terminology such as may, should or could. Generally, the words anticipates, believes, expects, intends, estimates, projects,
plans and similar expressions identify forward-looking statements. Although CRC Health Corporation (CRC) believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among others, the following factors: changes in
government reimbursement for CRCs services; changes in applicable regulations or a government investigation or assertion that CRC has violated applicable regulations; the potentially difficult, unsuccessful or costly integration of recently
acquired operations and future acquisitions; the potentially difficult, unsuccessful or costly opening and operating of new treatment facilities; the possibility that commercial payors for CRCs services may undertake future cost containment
initiatives; the limited number of national suppliers of methadone used in CRCs opiate treatment clinics; the failure to maintain established relationships or cultivate new relationships with patient referral sources; shortages in qualified
healthcare workers; natural disasters such as hurricanes, earthquakes and floods; competition that limits CRCs ability to grow; the potentially costly implementation of new information systems to comply with federal and state initiatives
relating to patient privacy, security of medical information and electronic transactions; the potentially costly implementation of accounting and other management systems and resources in response to financial reporting and other requirements; the
loss of key members of CRCs management; claims asserted against CRC or lack of adequate available insurance; CRCs substantial indebtedness; and certain restrictive covenants in CRCs debt documents and other risks that are described
herein, including but not limited to the items discussed in Risk Factors set forth in Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of Part I of this Quarterly
Report, and that are otherwise described from time to time in CRCs Securities and Exchange Commission filings after this Quarterly Report. CRC assumes no obligation and does not intend to update these forward-looking statements.



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CRC HEALTH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

SEPTEMBER 30, 2006 (SUCCESSOR) AND DECEMBER 31, 2005 (PREDECESSOR)

(In thousands, except share amounts)



|                                                                                                                                                           |  |                    |         |  |  |                   |   |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- |  |  | ----------------- | - | -------
|                                                                                                                                                           |  | September 30, 2006 |         |  |  | December 31, 2005
|                                                                                                                                                           |  | (Successor)        |         |  |  | (Predecessor)    
|ASSETS                                                                                                                                                     |  |                    |         |  |  |                   |   |        
|CURRENT ASSETS:                                                                                                                                            |  |                    |         |  |  |                   |   |        
|Cash                                                                                                                                                       |  | $                  | 1,593   |  |  |                   | $ | 5,077  
|Accounts receivable, net of allowance for doubtful accounts of $6,306 in 2006 and $4,459 in 2005                                                           |  |                    | 29,071  |  |  |                   |   | 23,418 
|Prepaid expenses                                                                                                                                           |  |                    | 4,160   |  |  |                   |   | 4,510  
|Other current assets                                                                                                                                       |  |                    | 1,389   |  |  |                   |   | 2,832  
|Income taxes receivable                                                                                                                                    |  |                    | 5,200   |  |  |                   |   |       
|Deferred income taxes                                                                                                                                      |  |                    | 4,271   |  |  |                   |   | 4,264  
|                                                                                                                                                           |  |                    |         |  |  |                   |   |        
|Total current assets                                                                                                                                       |  |                    | 45,684  |  |  |                   |   | 40,101 
|PROPERTY AND EQUIPMENTNet                                                                                                                                 |  |                    | 71,506  |  |  |                   |   | 49,074 
|GOODWILL                                                                                                                                                   |  |                    | 479,823 |  |  |                   |   | 265,977
|INTANGIBLE ASSETSNet                                                                                                                                      |  |                    | 294,447 |  |  |                   |   | 60,008 
|OTHER ASSETS                                                                                                                                               |  |                    | 22,386  |  |  |                   |   | 8,994  
|                                                                                                                                                           |  |                    |         |  |  |                   |   |        
|TOTAL ASSETS                                                                                                                                               |  | $                  | 913,846 |  |  |                   | $ | 424,154
|                                                                                                                                                           |  |                    |         |  |  |                   |   |        
|LIABILITIES, MANDATORILY REDEEMABLE STOCK AND STOCKHOLDERS EQUITY                                                                                         |  |                    |         |  |  |                   |   |        
|CURRENT LIABILITIES:                                                                                                                                       |  |                    |         |  |  |                   |   |        
|Accounts payable                                                                                                                                           |  | $                  | 3,012   |  |  |                   | $ | 5,348  
|Accrued liabilities                                                                                                                                        |  |                    | 18,684  |  |  |                   |   | 14,400 
|Income taxes payable                                                                                                                                       |  |                    |        |  |  |                   |   | 3,384  
|Current portion of long-term debt                                                                                                                          |  |                    | 34,450  |  |  |                   |   | 11,550 
|Other current liabilities                                                                                                                                  |  |                    | 6,092   |  |  |                   |   | 3,135  
|                                                                                                                                                           |  |                    |         |  |  |                   |   |        
|Total current liabilities                                                                                                                                  |  |                    | 62,238  |  |  |                   |   | 37,817 
|                                                                                                                                                           |  |                    |        
|LONG-TERM DEBTLess current portion                                                                                                                        |  |                    | 438,545 |  |  |                   |   | 248,381
|OTHER LONG-TERM LIABILITIES                                                                                                                                |  |                    | 393     |  |  |                   |   | 469    
|DEFERRED INCOME TAXES                                                                                                                                      |  |                    | 112,418 |  |  |                   |   | 9,877  
|                                                                                                                                                           |  |                    |         |  |  |                   |   |        
|Total liabilities                                                                                                                                          |  |                    | 613,594 |  |  |                   |   | 296,544
|                                                                                                                                                           |  |                    |         |  |  |                   |   |        
|Predecessor CompanyMandatorily redeemable stock324,731,796 shares authorized; 262,399,056 shares issued and outstanding at
December 31, 2005             |  |                    |        |  |  |                   |   | 115,625
|                                                                                                                                                           |  |                    |         |  |  |                   |   |        
|STOCKHOLDERS EQUITY:                                                                                                                                      |  |                    |         |  |  |                   |   |        
|Predecessor CompanySeries A common stock, $0.000001 par value378,090,843 shares authorized; 8,652,429 shares issued and
outstanding at December 31, 2005 |  |                    |         |  |  |                   |   |        
|Successor CompanyCommon stock, $0.001 par value1,000 shares authorized; 1,000 shares issued and outstanding at
September 30, 2006                        |  |                    |         |  |  |                   |   |        
|Additional paid-in capital                                                                                                                                 |  |                    | 297,061 |  |  |                   |   | 215    
|Retained earnings                                                                                                                                          |  |                    | 3,191   |  |  |                   |   | 11,770 
|                                                                                                                                                           |  |                    |         |  |  |                   |   |        
|Total stockholders equity                                                                                                                                 |  |                    | 300,252 |  |  |                   |   | 11,985 
|                                                                                                                                                           |  |                    |         |  |  |                   |   |        
|TOTAL LIABILITIES, MANDATORILY REDEEMABLE STOCK AND STOCKHOLDERS EQUITY                                                                                   |  | $                  | 913,846 |  |  |                   | $ | 424,154
|                                                                                                                                                           |  |                    |         |  |  |                   |   |        

See notes to condensed consolidated financial statements.



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CRC HEALTH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND EIGHT MONTHS ENDED SEPTEMBER 30, 2006 (SUCCESSOR), ONE MONTH

ENDED JANUARY 31, 2006 (PREDECESSOR) AND THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2005 (PREDECESSOR)

(In thousands)



|                                                  |  |                                   |         |   |                                   |   |             |   |  |                              |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|------------------------------------------------- |  | --------------------------------- | ------- | - | --------------------------------- | - | ----------- | - |  | ---------------------------- |  | - | --------------------------------- | - |  | -------------------------------- | ------ | - |  | - | ------- | -
|                                                  |  | Successor                         |         |   |                                   |   | Predecessor |  
|                                                  |  | ThreeMonthsEndedSeptember 30,2006 |         |   | EightMonthsEndedSeptember 30,2006 |   |             |   |  | OneMonthEndedJanuary 31,2006 |  |   | ThreeMonthsEndedSeptember 30,2005 |   |  | NineMonthsEndedSeptember 30,2005 |       
|NET REVENUE:                                      |  |                                   |         |   |                                   |   |             |   |  |                              |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Net client service revenue                        |  | $                                 | 64,290  |   |                                   | $ | 163,071     |   |  |                              |  | $ | 19,360                            |   |  | $                                | 54,963 |   |  | $ | 149,207 |  
|Other revenue                                     |  |                                   | 1,210   |   |                                   |   | 3,163       |   |  |                              |  |   | 490                               |   |  |                                  | 915    |   |  |   | 1,870   |  
|                                                  |  |                                   |         |   |                                   |   |             |   |  |                              |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Net revenue                                       |  |                                   | 65,500  |   |                                   |   | 166,234     |   |  |                              |  |   | 19,850                            |   |  |                                  | 55,878 |   |  |   | 151,077 |  
|                                                  |  |                                   |         |   |                                   |   |             |   |  |                              |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|OPERATING EXPENSES:                               |  |                                   |         |   |                                   |   |             |   |  |                              |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Salaries and benefits                             |  |                                   | 30,397  |   |                                   |   | 77,262      |   |  |                              |  |   | 9,265                             |   |  |                                  | 24,924 |   |  |   | 70,123  |  
|Supplies, facilities and other operating costs    |  |                                   | 17,731  |   |                                   |   | 44,449      |   |  |                              |  |   | 4,562                             |   |  |                                  | 15,515 |   |  |   | 40,514  |  
|Provision for doubtful accounts                   |  |                                   | 1,176   |   |                                   |   | 3,295       |   |  |                              |  |   | 285                               |   |  |                                  | 519    |   |  |   | 1,883   |  
|Depreciation and amortization                     |  |                                   | 2,320   |   |                                   |   | 6,246       |   |  |                              |  |   | 361                               |   |  |                                  | 1,125  |   |  |   | 2,688   |  
|Acquisition related costs                         |  |                                   |        |   |                                   |   |            |   |  |                              |  |   | 43,710                            |   |  |                                  |       |   |  |   |        |  
|                                                  |  |                                   |         |   |                                   |   |             |   |  |                              |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Total operating expenses                          |  |                                   | 51,624  |   |                                   |   | 131,252     |   |  |                              |  |   | 58,183                            |   |  |                                  | 42,083 |   |  |   | 115,208 |  
|                                                  |  |                                   |         |   |                                   |   |             |   |  |                              |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|INCOME (LOSS) FROM OPERATIONS                     |  |                                   | 13,876  |   |                                   |   | 34,982      |   |  |                              |  |   | (38,333                           | ) |  |                                  | 13,795 |   |  |   | 35,869  |  
|INTEREST EXPENSE                                  |  |                                   | (11,214 | ) |                                   |   | (28,161     | ) |  |                              |  |   | (2,509                            | ) |  |                                  | (5,712 | ) |  |   | (13,827 | )
|OTHER FINANCING COSTS                             |  |                                   |        |   |                                   |   |            |   |  |                              |  |   | (10,655                           | ) |  |                                  |       |   |  |   | (2,185  | )
|OTHER (EXPENSE) INCOME                            |  |                                   | (1,481  | ) |                                   |   | 64          |   |  |                              |  |   | 60                                |   |  |                                  | 1,361  |   |  |   | 1,750   |  
|                                                  |  |                                   |         |   |                                   |   |             |   |  |                              |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES |  |                                   | 1,181   |   |                                   |   | 6,885       |   |  |                              |  |   | (51,437                           | ) |  |                                  | 9,444  |   |  |   | 21,607  |  
|INCOME TAX EXPENSE (BENEFIT)                      |  |                                   | 742     |   |                                   |   | 3,694       |   |  |                              |  |   | (12,444                           | ) |  |                                  | 3,434  |   |  |   | 8,459   |  
|                                                  |  |                                   |         |   |                                   |   |             |   |  |                              |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|NET INCOME (LOSS)                                 |  | $                                 | 439     |   |                                   | $ | 3,191       |   |  |                              |  | $ | (38,993                           | ) |  | $                                | 6,010  |   |  | $ | 13,148  |  
|                                                  |  |                                   |         |   |                                   |   |             |   |  |                              |  |   |                                   |   |  |                                  |        |   |  |   |         |  

See notes to condensed consolidated financial statements.



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CRC HEALTH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF MANDATORILY REDEEMABLE STOCK AND STOCKHOLDERS EQUITY
(UNAUDITED)

FOR THE EIGHT MONTHS ENDED SEPTEMBER 30, 2006 (SUCCESSOR) AND ONE MONTH ENDED JANUARY 31, 2006 (PREDECESSOR)

(In thousands, except per share and share amounts)



|                                                                                                         |  |                                                    |   |  |        |          |              |  |                           |        |            |                   |        |   |                           |  |   |         |   |  |   |         |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------- | - |  | ------ | -------- | ------------ |  | ------------------------- | ------ | ---------- | ----------------- | ------ | - | ------------------------- |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                                                         |  | RedeemableConvertiblePreferred and A-1Common Stock |   |  |        |          | Common Stock |  | AdditionalPaid-In Capital |        |            | Retained Earnings |        |   | TotalStockholders Equity | 
|                                                                                                         |  | Shares                                             |   |  | Amount |          |              |  |                           | Shares |            |                   | Amount |   |                           | 
|BALANCEDecember 31, 2005 (Predecessor)                                                                  |  | 262,399,056                                        |   |  | $      | 115,625  |              |  |                           |        | 8,652,429  |                   |        | $ |                          |  | $ | 215     |   |  | $ | 11,770  |   |  | $ | 11,985  |  
|Exercise of options                                                                                      |  |                                                    |   |  |        |          |              |  |                           |        | 72,968     |                   |        |   |                           |  |   | 7       |   |  |   |         |   |  |   | 7       |  
|Comprehensive incomenet loss for the one month ended January 31, 2006                                   |  |                                                    |   |  |        |          |              |  |                           |        |            |                   |        |   |                           |  |   |         |   |  |   | (38,993 | ) |  |   | (38,993 | )
|                                                                                                         |  |                                                    |   |  |        |          |              |  |                           |        |            |                   |        |   |                           |  |   |         |   |  |   |         |   |  |   |         |  
|BALANCEJanuary 31, 2006 (Predecessor)                                                                   |  | 262,399,056                                        |   |  |        | 115,625  |              |  |                           |        | 8,725,397  |                   |        |   |                           |  |   | 222     |   |  |   | (27,223 | ) |  |   | (27,001 | )
|Merger with CRCA Merger Corporation:                                                                     |  |                                                    |   |  |        |          |              |  |                           |        |            |                   |        |   |                           |  |   |         |   |  |   |         |   |  |   |         |  
|Repurchase and retirement of CRC Health Group, Inc. preferred and common stock and Series A common
stock |  | (262,399,056                                       | ) |  |        | (115,625 | )            |  |                           |        | (8,725,397 | )                 |        |   |                           |  |   | (222    | ) |  |   | 27,223  |   |  |   | 27,001  |  
|Issuance of CRC Health Corporation common stock                                                          |  |                                                    |   |  |        |          |              |  |                           |        | 1,000      |                   |        |   |                           |  |   | 294,475 |   |  |   |         |   |  |   | 294,475 |  
|Stock based compensation                                                                                 |  |                                                    |   |  |        |          |              |  |                           |        |            |                   |        |   |                           |  |   | 2,586   |   |  |   |         |   |  |   | 2,586   |  
|Comprehensive incomenet income for the eight months ended September 30, 2006                            |  |                                                    |   |  |        |          |              |  |                           |        |            |                   |        |   |                           |  |   |         |   |  |   | 3,191   |   |  |   | 3,191   |  
|                                                                                                         |  |                                                    |   |  |        |          |              |  |                           |        |            |                   |        |   |                           |  |   |         |   |  |   |         |   |  |   |         |  
|BALANCESeptember 30, 2006 (Successor)                                                                   |  |                                                   |   |  | $      |         |              |  |                           |        | 1,000      |                   |        | $ |                          |  | $ | 297,061 |   |  | $ | 3,191   |   |  | $ | 300,252 |  
|                                                                                                         |  |                                                    |   |  |        |          |              |  |                           |        |            |                   |        |   |                           |  |   |         |   |  |   |         |   |  |   |         |  

See notes to condensed consolidated financial statements.



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CRC HEALTH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE EIGHT MONTHS ENDED SEPTEMBER 30, 2006 (SUCCESSOR),

ONE
MONTH ENDED JANUARY 31, 2006 AND NINE MONTHS ENDED SEPTEMBER 30, 2005 (PREDECESSOR)

(In thousands)



|                                                                                                   |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|-------------------------------------------------------------------------------------------------- |  | ---------------------------------- | -------- | - |  |  | ----------------------------- | - | ------- | --------------------------------- |  | - | -------- | -
|                                                                                                   |  | Successor                          |          |   |  |  | Predecessor                   |  
|                                                                                                   |  | Eight MonthsEndedSeptember 30,2006 |          |   |  |  | One MonthEndedJanuary 31,2006 |   |         | Nine MonthsEndedSeptember 30,2005 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                              |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|Net income (loss)                                                                                  |  | $                                  | 3,191    |   |  |  |                               | $ | (38,993 | )                                 |  | $ | 13,148   |  
|Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|Depreciation and amortization                                                                      |  |                                    | 6,246    |   |  |  |                               |   | 361     |                                   |  |   | 2,688    |  
|Write-off of debt discount and capitalized financing costs                                         |  |                                    |         |   |  |  |                               |   | 10,655  |                                   |  |   | 2,185    |  
|Write off of intangible assets                                                                     |  |                                    |          |   |  |  |                               |   |         |                                   |  |   | 41       |  
|Acquisition and financing related costs                                                            |  |                                    |         |   |  |  |                               |   | 24,445  |                                   |  |   |         |  
|Amortization of debt discount and capitalized financing costs                                      |  |                                    | 1,982    |   |  |  |                               |   | 162     |                                   |  |   | 1,082    |  
|(Gain) loss on interest rate swap agreement                                                        |  |                                    | 15       |   |  |  |                               |   | (55     | )                                 |  |   | (1,189   | )
|Provision for doubtful accounts                                                                    |  |                                    | 3,295    |   |  |  |                               |   | 285     |                                   |  |   | 1,883    |  
|Stock-based compensation                                                                           |  |                                    | 2,586    |   |  |  |                               |   | 17,666  |                                   |  |   |         |  
|Deferred income taxes                                                                              |  |                                    | (391     | ) |  |  |                               |   |        |                                   |  |   | 1,207    |  
|Changes in current assets and liabilities:                                                         |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|Accounts receivable                                                                                |  |                                    | (7,962   | ) |  |  |                               |   | (1,271  | )                                 |  |   | (3,743   | )
|Income taxes receivable                                                                            |  |                                    | 3,841    |   |  |  |                               |   | (9,041  | )                                 |  |   |         |  
|Accounts payable                                                                                   |  |                                    | 26       |   |  |  |                               |   | (2,997  | )                                 |  |   | 33       |  
|Accrued liabilities                                                                                |  |                                    | (24,832  | ) |  |  |                               |   | 1,196   |                                   |  |   | (978     | )
|Income taxes payable                                                                               |  |                                    |          |   |  |  |                               |   | (3,384  | )                                 |  |   | 110      |  
|Other working capital accounts                                                                     |  |                                    | 5,695    |   |  |  |                               |   | 842     |                                   |  |   | 1,242    |  
|Other assets and liabilities                                                                       |  |                                    | (39      | ) |  |  |                               |   | 1,331   |                                   |  |   | (575     | )
|                                                                                                   |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|Net cash (used in) provided by operating activities                                                |  |                                    | (6,347   | ) |  |  |                               |   | 1,202   |                                   |  |   | 17,134   |  
|                                                                                                   |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                              |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|Additions of property and equipmentnet                                                            |  |                                    | (7,115   | ) |  |  |                               |   | (316    | )                                 |  |   | (6,964   | )
|Acquisition of business, net of cash acquired                                                      |  |                                    | (36,626  | ) |  |  |                               |   |        |                                   |  |   | (137,789 | )
|Prior period acquisition adjustments                                                               |  |                                    | (14      | ) |  |  |                               |   |        |                                   |  |   |         |  
|Payment of purchase price to former shareholders                                                   |  |                                    | (429,190 | ) |  |  |                               |   |        |                                   |  |   |         |  
|                                                                                                   |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|Net cash used in investing activities                                                              |  |                                    | (472,945 | ) |  |  |                               |   | (316    | )                                 |  |   | (144,753 | )
|                                                                                                   |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                              |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|Equity contribution from Bain Capital                                                              |  |                                    | 294,475  |   |  |  |                               |   |        |                                   |  |   |         |  
|Payment of transaction related costs                                                               |  |                                    | (5,354   | ) |  |  |                               |   |        |                                   |  |   |         |  
|Stock options exercised                                                                            |  |                                    |         |   |  |  |                               |   | 7       |                                   |  |   | 84       |  
|Debt financing costs                                                                               |  |                                    | (22,981  | ) |  |  |                               |   | (547    | )                                 |  |   | (5,707   | )
|Repayments of capital obligations                                                                  |  |                                    |         |   |  |  |                               |   |        |                                   |  |   | (78      | )
|Net borrowings under revolver line of credit                                                       |  |                                    | 27,500   |   |  |  |                               |   | (5,000  | )                                 |  |   | 8,000    |  
|Proceeds from issuances of long-term debt                                                          |  |                                    | 442,022  |   |  |  |                               |   |        |                                   |  |   | 205,000  |  
|Repayment of long-term debt                                                                        |  |                                    | (255,200 | ) |  |  |                               |   |        |                                   |  |   | (77,889  | )
|                                                                                                   |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|Net cash provided by (used in) financing activities                                                |  |                                    | 480,462  |   |  |  |                               |   | (5,540  | )                                 |  |   | 129,410  |  
|                                                                                                   |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|NET INCREASE (DECREASE) IN CASH                                                                    |  |                                    | 1,170    |   |  |  |                               |   | (4,654  | )                                 |  |   | 1,791    |  
|CASHBeginning of period                                                                           |  |                                    | 423      |   |  |  |                               |   | 5,077   |                                   |  |   | 10,563   |  
|                                                                                                   |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|CASHEnd of period                                                                                 |  | $                                  | 1,593    |   |  |  |                               | $ | 423     |                                   |  | $ | 12,354   |  
|                                                                                                   |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:                                           |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|Payable in conjunction with the addition of property and equipment                                 |  | $                                  | 225      |   |  |  |                               | $ | 95      |                                   |  | $ | 263      |  
|Payable in conjunction with 4therapy contingent consideration                                      |  | $                                  | 1,744    |   |  |  |                               | $ |        |                                   |  | $ |         |  
|Payable in conjunction with acquisition of Wellness Resource Center                                |  | $                                  |         |   |  |  |                               | $ |        |                                   |  | $ | 5,977    |  
|                                                                                                   |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                  |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|Cash paid for interest                                                                             |  | $                                  | 22,652   |   |  |  |                               | $ | 1,336   |                                   |  | $ | 12,734   |  
|                                                                                                   |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  
|Cash paid for income taxes, net of refunds                                                         |  | $                                  | 225      |   |  |  |                               | $ |        |                                   |  | $ | 7,386    |  
|                                                                                                   |  |                                    |          |   |  |  |                               |   |         |                                   |  |   |          |  

See notes to condensed consolidated financial statements.



6



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CRC HEALTH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



|1. | ORGANIZATION
|-- | ------------

CRC Health Group, Inc. (Health
Group) was incorporated as a Delaware corporation on January 31, 2002 for the purpose of holding all of the securities of CRC Health Corporation and eGetgoing, Inc. (eGetgoing), each a Delaware corporation that primarily
provides chemical dependency treatment services.

On February 6, 2006, investment funds managed by Bain Capital Partners, LLC
(Bain Capital) acquired Health Group for approximately $723 million (see Note 3). This transaction (the Bain Merger) was structured as a merger in which CRCA Merger Corporation, a newly-organized Delaware corporation and
an indirect wholly owned subsidiary of CRCA Holdings, Inc., a newly-organized Delaware corporation controlled by Bain Capital, merged with and into Health Group with Health Group remaining as the surviving corporation. Immediately after the merger,
CRC Health Corporation and eGetgoing merged with and into Health Group with Health Group as the surviving entity. CRCA Holdings Inc. was renamed to CRC Health Group, Inc. and Health Group was renamed CRC Health Corporation (the Company).
As a result, the Company is a wholly owned subsidiary of CRC Health Group, Inc.

The Company is headquartered in Cupertino, California and
through its wholly-owned subsidiaries owns and operates drug and alcohol rehabilitation facilities and clinics specializing in the treatment of chemical dependency and other addiction diseases and behavioral health disorders such as eating
disorders. The Company offers services including detoxification, inpatient treatment, day and intensive outpatient programs, aftercare, therapeutic living programs and opiate treatment programs. The Company delivers its services through its
residential treatment facilities and through its outpatient opiate treatment clinics which the Company refers to as its residential and opiate treatment segments. As of September 30, 2006, the Company operated 103 facilities and clinics
located in 23 states. The Company also provides online chemical dependency treatment available through eGetgoing.



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------

Basis of PresentationThe date of the Bain Merger was February 6, 2006 but for accounting purposes and to coincide with its normal financial closing, the Company has utilized January 31, 2006 as the effective
date of the Bain Merger. As a result, the Company has reported operating results and financial position for all periods presented prior to January 31, 2006 as those of the Predecessor Company and for all periods from and after February 1,
2006 as those of the Successor Company due to the resulting change in the basis of accounting.

These unaudited condensed consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (the
SEC) applicable for interim financial information. The Companys condensed consolidated financial statements include the accounts of CRC Health Corporation and its consolidated subsidiaries, and, for the periods through
January 31, 2006, CRC Health Group, Inc. and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the financial position of the
Company as of September 30, 2006, its results of operations for three and eight months ended September 30, 2006, one month ended January 31, 2006 and three and nine months ended September 30, 2005, and its cash flows for eight
months ended September 30, 2006, one month ended January 31, 2006, and nine months ended September 30, 2005. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated
financial statements for the year ended December 31, 2005. Certain reclassifications have been made to prior period amounts in order to conform to the current period presentation. The Company modified the presentation of operating expense line
items in the condensed consolidated statements of operations to combine the previously labeled Insurance with Supplies, facilities and other operating costs. In addition, stock option-based compensation expense of
approximately $1.6 million was reclassified from Supplies, facilities and other operating costs into Salaries and benefits in the eight months ended September 30, 2006 results. These reclassifications do not impact the
Companys previously reported consolidated net revenue, net income or total assets for the periods presented.

Use of
EstimatesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



7



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##### Table of Contents

Recent Accounting PronouncementsIn September 2006, the SEC issued Staff Accounting
Bulletin No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements (SAB 108), which provides interpretive guidance on how the effects of the
carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. SAB No. 108 is effective for material errors in existence at the beginning of the first fiscal year ended after November 15,
2006, with earlier adoption encouraged. SAB 108 is required to be adopted by the Company on January 1, 2007. The Company is currently evaluating the effect of the adoption of SAB 108 will have on its financial statements.

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, Fair
Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 applies under
other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute; however SFAS 157 does not apply to SFAS
No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)). SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. SFAS 157
is required to be adopted by the Company on January 1, 2008. The Company is currently evaluating the effect of the adoption of SFAS 157 will have on its financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement
No. 109 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a
recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. FIN 48 is required to be adopted by the Company on January 1, 2007. The Company is currently
evaluating the effect of the adoption of FIN 48 will have on its financial statements.



|3. | ACQUISITIONS
|-- | ------------

In the nine months ended
September 30, 2006, the Company completed five acquisitions and paid total cash consideration of approximately $36.6 million, including acquisition related expenses. These acquisitions are intended to expand the range of services offered by the
Company and also provide expansion of its services into new geographic regions in the United States. They contribute to the continued building of a nationwide network of behavioral health facilities operated by the Company. The Company recorded
$23.9 million of goodwill, of which $16.4 million is expected to be deductible for tax purposes. The goodwill was assigned to residential and opiate segments, in the amounts of $13.1 million and $10.8 million, respectively. The Company also recorded
$11.2 million of purchased intangibles in connection with these acquisitions.

The acquisitions were accounted for as a purchase and,
accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values. The Company has included the results of operations in the condensed consolidated statements of operations of these
acquisitions from the respective dates of the acquisitions. Pro forma results of operations have not been presented because the effects of these acquisitions are not material either on an individual or an aggregate basis.

In connection with the 4therapy acquisition closed in October 2005, the Company is obligated to make certain payments in the amount of up to $1.8 million
in the first year and up to $2.0 million in the second year if 4therapy meets certain performance milestones in the first and second year after closing. In the third quarter of 2006, 4therapy achieved the first year performance milestones and as a
result the Company recorded additional goodwill and a liability of $1.8 million and the Company expects to make such pay-out in the fourth quarter of 2006. As of November 10, 2006, the Company has not incurred a liability associated with the
second year performance milestones.

In May 2005, the Company acquired substantially all of the assets of Sierra Tucson for approximately
$132.1 million, including acquisition related expenses of $2.7 million, and assumed certain of its liabilities. Sierra Tucson was a 91-bed residential treatment facility (at the time of acquisition) and is located outside Tucson, Arizona.

Pro-forma Financial InformationThe pro-forma effect as if Sierra Tucson had been acquired by the Company on
January 1, 2005 is as follows (in thousands):



|                                           |  |                                   |        
|------------------------------------------ |  | --------------------------------- | -------
|                                           |  | Nine MonthsEndedSeptember 30,2005
|                                           |  | (Predecessor)                    
|Net revenue                                |  | $                                 | 163,233
|                                           |  |                                   |        
|Income from operations before income taxes |  | $                                 | 26,458 
|                                           |  |                                   |        
|Net income                                 |  | $                                 | 16,010 
|                                           |  |                                   |        



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Bain MergerOn February 6, 2006, investment funds managed by Bain Capital
acquired Health Group in a merger in which CRCA Merger Corporation, a newly-organized Delaware corporation and an indirect wholly owned subsidiary of CRCA Holdings, Inc., a newly-organized Delaware corporation controlled by Bain Capital, merged with
and into Health Group with Health Group remaining as the surviving corporation. In connection with the Bain Merger, certain members of management elected to rollover options to exchange, or roll, a portion of their pre-merger equity for an interest
in CRCA Holdings, Inc. Immediately after the merger, CRC Health Corporation and eGetgoing merged with and into Health Group with Health Group continuing as the surviving entity. Immediately thereafter, CRCA Holdings Inc. was renamed CRC Health
Group, Inc. and the Predecessor Company was renamed CRC Health Corporation. Total cash contributed was approximately $740.8 million (including acquisition and financing transactions related fees and expenses of $27.0 million incurred by
CRCA Merger Corporation). The proceeds were used to repay existing balances on the revolving line of credit of $4.5 million, long-term debt of $254.0 million, accrued interest of $1.4 million and acquisition and financing related expense of $24.4
million incurred by the Company that were expensed in the Predecessor Company financial statements and are included in acquisition related costs. The proceeds were also used to pay $0.3 million related to the February and March management fees per
the management agreement with an affiliate of Bain Capital (see Note 13) which was recorded in the eight months ended September 30, 2006 condensed consolidated statement of operations. In addition, as part of the transactions, the
Companys former stockholders, including mandatorily redeemable common and preferred stockholders, were paid $429.2 million as per the merger agreement.

The aggregate purchase price of $722.9 million plus expenses of $27.0 million incurred by CRCA Merger Corporation was financed with the new senior secured credit facility of $245.0 million, the issuance of senior
subordinated notes of $197.0 million ($200.0 million aggregate principal amount, less $3.0 million of original issue discount), a borrowing under the new revolving credit facility of $4.3 million, cash equity investments by investment
funds managed by Bain Capital of $294.5 million and rollover equity investments by certain members of the Companys management of $9.1 million.

The purchase consideration was fixed at the date of the acquisition and there were no adjustments that would result in a change in the overall purchase price.

As a result of the acquisition, Bain Capital received unilateral control of the Company. As a result, the acquisition was accounted for as a complete
change in accounting basis in a successor company (CRC Health Corporation). Equity rollover of $9.1 million from certain members of the Companys management was recorded at the stockholders predecessor basis, which is zero for
accounting purposes, in accordance with Financial Accounting Standards Board Emerging Issues Task Force (EITF) Issue No. 88-16, Basis in Leveraged Buyout Transactions.

The acquisition was accounted for as a purchase in accordance with Statement of Financial Accounting Standards (SFAS) No. 141,
Business Combinations. Under purchase accounting, the purchase consideration was allocated to the assets and liabilities based on their relative fair values. The consideration remaining was allocated to the Companys intangibles with
finite lives and is being amortized over that life, as well as to goodwill and identifiable intangibles with indefinite lives, which will be evaluated on at least an annual basis to determine impairment and adjusted accordingly.

A summary of the acquisition is as follows (in thousands):



|                                                 |  |   |         |  
|------------------------------------------------ |  | - | ------- | -
|Total purchase price                             |  | $ | 722,856 |  
|Lessmanagement rollover equity (zero basis)     |  |   | (9,075  | )
|AddTotal costs incurred by CRCA Merger Corp.(a) |  |   | 27,015  |  
|                                                 |  |   |         |  
|Total cash contributed                           |  | $ | 740,796 |  
|                                                 |  |   |         |  

---

|(a) | Total costs incurred by CRCA Merger Corp. include acquisition related expenses of $5.4 million that were included as part of the purchase price and financing related costs of $21.7
million that were capitalized on the successor balance sheet. These fees and expenses were primarily comprised of accounting and professional fees, financial advisory and investment banking fees and fees paid to other service providers.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Allocation of the aggregate purchase price to the assets and liabilities based on fair value as
determined by independent valuations (for intangibles) is as follows (in thousands):



|                                             |  |         |  |   |          |  
|-------------------------------------------- |  | ------- |  | - | -------- | -
|Cash                                         |  |         |  | $ | 423      |  
|Accounts receivablenet                      |  |         |  |   | 24,404   |  
|Prepaid expenses                             |  |         |  |   | 4,216    |  
|Other current assets                         |  |         |  |   | 16,152   |  
|Property and equipment                       |  |         |  |   | 64,382   |  
|Other assets and capitalized financing costs |  |         |  |   | 22,626   |  
|Goodwill                                     |  |         |  |   | 454,046  |  
|Intangible assets:                           |  |         |  |   |          |  
|Government, including Medicaid, contracts    |  | 35,600  |  |   |          |  
|Managed care contracts                       |  | 14,400  |  |   |          |  
|Covenants not to compete                     |  | 152     |  |   |          |  
|Registration rights                          |  | 200     |  |   |          |  
|Core developed technology                    |  | 2,484   |  |   |          |  
|Certificates of need                         |  | 44,600  |  |   |          |  
|Licenses                                     |  | 25,200  |  |   |          |  
|Trademark and tradename                      |  | 163,700 |  |   |          |  
|                                             |  |         |  |   |          |  
|Total intangible assets                      |  |         |  |   | 286,336  |  
|Other liabilities assumed                    |  |         |  |   | (18,987  | )
|Deferred income tax liabilities              |  |         |  |   | (112,802 | )
|                                             |  |         |  |   |          |  
|Total purchase price                         |  |         |  | $ | 740,796  |  
|                                             |  |         |  |   |          |  

Pro-forma Financial InformationThe pro-forma financial information presented
below sets forth the Companys historical statements of operations for the periods indicated and gives effect to the Bain Merger as if it took place at the beginning of each period presented below. Such information is presented for comparative
purposes only and is not intended to represent what the Companys results of operations (in thousands) would actually have been had these transactions occurred at the beginning of each period presented.



|                                                  |  |                                      |                       |                   |   |         |   |                   |               |  |   |        
|------------------------------------------------- |  | ------------------------------------ | --------------------- | ----------------- | - | ------- | - | ----------------- | ------------- |  | - | -------
|                                                  |  | Three Months Ended September 30,2005 |                       | Nine Months Ended
|                                                  |  |                                      | September 30,2006 (a) |                   |   |         |   | September 30,2005
|                                                  |  | (Predecessor)                        |                       | (Successor)       |   |         |   |                   | (Predecessor)
|Net revenue                                       |  | $                                    | 55,878                |                   | $ | 186,084 |   |                   |               |  | $ | 151,077
|                                                  |  |                                      |                       |                   |   |         |   |                   |               |  |   |        
|Income (loss) from operations before income taxes |  | $                                    | 3,407                 |                   | $ | (45,970 | ) |                   |               |  | $ | 131    
|                                                  |  |                                      |                       |                   |   |         |   |                   |               |  |   |        
|Net income (loss)                                 |  | $                                    | 2,448                 |                   | $ | (36,639 | ) |                   |               |  | $ | 477    
|                                                  |  |                                      |                       |                   |   |         |   |                   |               |  |   |        

---

|(a) | The predecessor statement of operations for the one month ended January 31, 2006 includes certain material nonrecurring charges that are directly attributable to the Bain
Merger and such charges were not excluded from the nine months ended September 30, 2006 pro-forma financial information. The charges and their related tax effects are as follows (in thousands):
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                   |  |   |         |  
|---------------------------------------------------------------------------------- |  | - | ------- | -
|Stock option-based compensation expense related to the settlement of stock options |  | $ | 17,666  |  
|Fees to financial advisors                                                         |  |   | 9,635   |  
|Fees to former lead investors                                                      |  |   | 9,437   |  
|Management bonuses and related payroll taxes                                       |  |   | 3,530   |  
|Legal, accounting and other professional fees                                      |  |   | 3,442   |  
|Capitalized financing costs written-off                                            |  |   | 7,164   |  
|Unamortized debt discount                                                          |  |   | 3,491   |  
|Income tax benefit(i)                                                              |  |   | (13,058 | )
|                                                                                   |  |   |         |  
|Total nonrecurring itemsnet of tax                                                |  | $ | 41,307  |  
|                                                                                   |  |   |         |  



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|(i) | Income tax benefit at 41% tax rate is as follows (in thousands):
|--- | ----------------------------------------------------------------



|                                                                                   |  |               |        |           |   |       
|---------------------------------------------------------------------------------- |  | ------------- | ------ | --------- | - | ------
|                                                                                   |  | Pre-taxAmount |        | TaxEffect
|Stock option-based compensation expense related to the settlement of stock options |  | $             | 17,666 |           | $ | 7,243 
|Management bonuses and related payroll taxes                                       |  |               | 3,530  |           |   | 1,447 
|Capitalized financing costs written-off                                            |  |               | 7,164  |           |   | 2,937 
|Unamortized debt discount                                                          |  |               | 3,491  |           |   | 1,431 
|                                                                                   |  |               |        |           |   |       
|Total income tax benefit                                                           |  |               |        |           | $ | 13,058
|                                                                                   |  |               |        |           |   |       



|4. | BALANCE SHEET COMPONENTS
|-- | ------------------------

Balance sheet components
at September 30, 2006 and December 31, 2005 consist of the following (in thousands):



|                                     |  |                   |        |   |  |  |                  |   |        |  
|------------------------------------ |  | ----------------- | ------ | - |  |  | ---------------- | - | ------ | -
|                                     |  | September 30,2006 |        |   |  |  | December 31,2005 |  
|                                     |  | (Successor)       |        |   |  |  | (Predecessor)    |  
|Other assets:                        |  |                   |        |   |  |  |                  |   |        |  
|Capitalized financing costsnet      |  | $                 | 21,188 |   |  |  |                  | $ | 8,248  |  
|Deposits                             |  |                   | 548    |   |  |  |                  |   | 246    |  
|Note receivable and accrued interest |  |                   | 650    |   |  |  |                  |   | 500    |  
|                                     |  |                   |        |   |  |  |                  |   |        |  
|Total other assets                   |  | $                 | 22,386 |   |  |  |                  | $ | 8,994  |  
|                                     |  |                   |        |   |  |  |                  |   |        |  
|Accrued liabilities:                 |  |                   |        |   |  |  |                  |   |        |  
|Accrued payroll and related expenses |  | $                 | 4,902  |   |  |  |                  | $ | 6,009  |  
|Accrued vacation                     |  |                   | 3,073  |   |  |  |                  |   | 2,841  |  
|Accrued interest                     |  |                   | 3,527  |   |  |  |                  |   | 363    |  
|Accrued expenses                     |  |                   | 7,182  |   |  |  |                  |   | 5,187  |  
|                                     |  |                   |        |   |  |  |                  |   |        |  
|Total accrued liabilities            |  | $                 | 18,684 |   |  |  |                  | $ | 14,400 |  
|                                     |  |                   |        |   |  |  |                  |   |        |  
|Accounts receivable:                 |  |                   |        |   |  |  |                  |   |        |  
|Accounts receivable                  |  | $                 | 34,481 |   |  |  |                  | $ | 27,092 |  
|Unbilled client service fees         |  |                   | 896    |   |  |  |                  |   | 785    |  
|                                     |  |                   |        |   |  |  |                  |   |        |  
|                                     |  |                   | 35,377 |   |  |  |                  |   | 27,877 |  
|Less allowance for doubtful accounts |  |                   | (6,306 | ) |  |  |                  |   | (4,459 | )
|                                     |  |                   |        |   |  |  |                  |   |        |  
|Accounts receivablenet              |  | $                 | 29,071 |   |  |  |                  | $ | 23,418 |  
|                                     |  |                   |        |   |  |  |                  |   |        |  



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The following schedule reflects activity associated with the Companys allowance for doubtful
accounts for the nine months ended September 30, 2006 and the year ended December 31, 2005 (in thousands):



|                                    |  |                   |        |   |  |  |                  |   |        |  
|----------------------------------- |  | ----------------- | ------ | - |  |  | ---------------- | - | ------ | -
|                                    |  | September 30,2006 |        |   |  |  | December 31,2005 |  
|                                    |  | (Successor)       |        |   |  |  | (Predecessor)    |  
|Allowance for Doubtful Accounts     |  |                   |        |   |  |  |                  |   |        |  
|Balancebeginning of the period     |  | $                 | 4,459  |   |  |  |                  | $ | 3,519  |  
|Provision for doubtful accounts     |  |                   | 3,580  |   |  |  |                  |   | 3,041  |  
|Write-off of uncollectible accounts |  |                   | (1,733 | ) |  |  |                  |   | (2,101 | )
|                                    |  |                   |        |   |  |  |                  |   |        |  
|Balanceend of the period           |  | $                 | 6,306  |   |  |  |                  | $ | 4,459  |  
|                                    |  |                   |        |   |  |  |                  |   |        |  



|5. | PROPERTY AND EQUIPMENT
|-- | ----------------------

Property and equipment at
September 30, 2006 and December 31, 2005 consists of the following (in thousands):



|                              |  |                   |        |   |  |  |                  |   |         |  
|----------------------------- |  | ----------------- | ------ | - |  |  | ---------------- | - | ------- | -
|                              |  | September 30,2006 |        |   |  |  | December 31,2005 |  
|                              |  | (Successor)       |        |   |  |  | (Predecessor)    |  
|Land                          |  | $                 | 17,036 |   |  |  |                  | $ | 3,826   |  
|Building and improvements     |  |                   | 36,999 |   |  |  |                  |   | 36,002  |  
|Leasehold improvements        |  |                   | 3,350  |   |  |  |                  |   | 4,649   |  
|Furniture and fixtures        |  |                   | 3,561  |   |  |  |                  |   | 5,742   |  
|Computer equipment            |  |                   | 2,776  |   |  |  |                  |   | 4,165   |  
|Computer software             |  |                   | 2,035  |   |  |  |                  |   | 1,314   |  
|Motor vehicles                |  |                   | 1,167  |   |  |  |                  |   | 1,580   |  
|Construction in progress      |  |                   | 7,693  |   |  |  |                  |   | 3,568   |  
|                              |  |                   |        |   |  |  |                  |   |         |  
|                              |  |                   | 74,617 |   |  |  |                  |   | 60,846  |  
|Less accumulated depreciation |  |                   | (3,111 | ) |  |  |                  |   | (11,772 | )
|                              |  |                   |        |   |  |  |                  |   |         |  
|Property and equipmentnet    |  | $                 | 71,506 |   |  |  |                  | $ | 49,074  |  
|                              |  |                   |        |   |  |  |                  |   |         |  

Depreciation expense was $1.2 million and $3.2 million for the three and eight months ended
September 30, 2006, respectively, $0.3 million for one month ended January 31, 2006 and $1.1 million and $2.5 million for the three and nine months ended September 30, 2005, respectively.

In connection with the Bain Merger (see Note 3), the fair value of the Companys owned land and buildings was determined based on
appraisals performed by independent valuation specialists and other relevant information resulting in a $15.5 million increase in the value of such property. In addition, for property and equipment other than owned land and buildings,
accumulated depreciation in the amount of $9.9 million was netted into the original cost of the property and equipment in order to re-set values upon the Bain Merger.



|6. | GOODWILL AND INTANGIBLE ASSETS
|-- | ------------------------------

Changes to goodwill
by segment for the nine months ended September 30, 2006 are as follows (in thousands):



|                                            |  |             |          |   |        |   |          |       |  |   |          |  
|------------------------------------------- |  | ----------- | -------- | - | ------ | - | -------- | ----- |  | - | -------- | -
|                                            |  | Residential |          |   | Opiate |   |          | Total | 
|GoodwillDecember 31, 2005 (Predecessor)    |  | $           | 151,207  |   |        | $ | 114,770  |       |  | $ | 265,977  |  
|Elimination of Predecessor Company goodwill |  |             | (151,207 | ) |        |   | (114,770 | )     |  |   | (265,977 | )
|Goodwill addition (Bain Merger)             |  |             | 252,722  |   |        |   | 201,324  |       |  |   | 454,046  |  
|Goodwill additions                          |  |             | 14,833   |   |        |   | 10,842   |       |  |   | 25,675   |  
|Goodwill adjustments                        |  |             | 102      |   |        |   |         |       |  |   | 102      |  
|                                            |  |             |          |   |        |   |          |       |  |   |          |  
|GoodwillSeptember 30, 2006 (Successor)     |  | $           | 267,657  |   |        | $ | 212,166  |       |  | $ | 479,823  |  
|                                            |  |             |          |   |        |   |          |       |  |   |          |  

The goodwill adjustments are for acquisitions made in the prior fiscal year and relate primarily
to revisions of original estimates that resulted in net additions to goodwill.



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Intangible assets at September 30, 2006 and December 31, 2005 consist of the following (in
thousands):



|                                                    |  |                   |  |                   |         |   |  |  |                  |   |        |  
|--------------------------------------------------- |  | ----------------- |  | ----------------- | ------- | - |  |  | ---------------- | - | ------ | -
|                                                    |  | AmortizationLives |  | September 30,2006 |         |   |  |  | December 31,2005 |  
|                                                    |  |                   |  | (Successor)       |         |   |  |  | (Predecessor)    |  
|Intangible assets subject to amortization:          |  |                   |  |                   |         |   |  |  |                  |   |        |  
|Government, including Medicaid, contracts           |  | 15 to 30 years    |  | $                 | 35,600  |   |  |  |                  | $ | 4,090  |  
|Managed care contracts                              |  | 10 years          |  |                   | 14,400  |   |  |  |                  |   |       |  
|Covenants not to compete                            |  | 3 years           |  |                   | 152     |   |  |  |                  |   | 200    |  
|Registration rights                                 |  | 2 years           |  |                   | 200     |   |  |  |                  |   | 200    |  
|Core developed technology                           |  | 5 years           |  |                   | 2,704   |   |  |  |                  |   | 2,500  |  
|Less: accumulated amortization                      |  |                   |  |                   | (3,055  | ) |  |  |                  |   | (688   | )
|                                                    |  |                   |  |                   |         |   |  |  |                  |   |        |  
|Total intangible assets subject to amortization     |  |                   |  |                   | 50,001  |   |  |  |                  |   | 6,302  |  
|                                                    |  |                   |  |                   |         |   |  |  |                  |   |        |  
|Intangible assets not subject to amortization:      |  |                   |  |                   |         |   |  |  |                  |   |        |  
|Certificates of need                                |  |                   |  |                   | 44,600  |   |  |  |                  |   | 18,006 |  
|Licenses                                            |  |                   |  |                   | 26,921  |   |  |  |                  |   | 12,300 |  
|Trademarks and tradenames                           |  |                   |  |                   | 172,925 |   |  |  |                  |   | 23,400 |  
|                                                    |  |                   |  |                   |         |   |  |  |                  |   |        |  
|Total intangible assets not subject to amortization |  |                   |  |                   | 244,446 |   |  |  |                  |   | 53,706 |  
|                                                    |  |                   |  |                   |         |   |  |  |                  |   |        |  
|Total                                               |  |                   |  | $                 | 294,447 |   |  |  |                  | $ | 60,008 |  
|                                                    |  |                   |  |                   |         |   |  |  |                  |   |        |  

Amortization expense of intangible assets subject to amortization was $1.1 million and $3.1 million
for the three and eight months ended September 30, 2006, respectively, $0.02 million for one month ending January 31, 2006 and $0.06 million and $0.2 million for the three and nine months ended September 30, 2005, respectively.

Estimated future amortization expense related to the amortizable intangible assets at September 30, 2006 is as follows
(in thousands):



|                          |  |   |       
|------------------------- |  | - | ------
|Fiscal Year               |  |   |       
|2006 (remaining 3 months) |  | $ | 1,144 
|2007                      |  |   | 4,544 
|2008                      |  |   | 4,402 
|2009                      |  |   | 4,377 
|2010                      |  |   | 4,262 
|Thereafter                |  |   | 31,272
|                          |  |   |       
|Total                     |  | $ | 50,001
|                          |  |   |       



|7. | INCOME TAXES
|-- | ------------

The Company determines income tax
expense for interim periods by applying the use of the full years estimated effective tax rate in financial statements for interim periods.

The income tax expense for the three and eight months ended September 30, 2006 was $0.7 million and $3.7 million, respectively, reflecting an effective tax rate of 62.8% and 53.7%, respectively. The effective tax rate for the
three and eight months ended September 30, 2006 was impacted by an additional tax expense of $0.2 million resulting from the true-up of actual to estimated state tax rate used in the effective tax rate calculation. In addition, the effective
tax rate for the eight months ended September 30, 2006 includes a benefit of $0.1 million due to a reversal of net deferred tax liabilities resulting from the adoption of a new Texas state tax law during the three months ended
September 30, 2006. The income tax benefit for the one month ended January 31, 2006 was $12.4 million, reflecting an effective tax benefit rate of 24.2%. A tax benefit for the one month ended January 31, 2006 was primarily the
result of $31.9 million of one time transaction-related expenses that are deductible for tax purposes. The effective tax rates without these one time charges would have been 40.6% for the three and eight months ended September 30, 2006 and the
one month ended January 31, 2006, respectively. The income tax expense for the three and nine months ended September 30, 2005 was $3.4 million and $8.5 million, respectively, or a 36.4% and 39.2% effective tax rate, respectively.
There were no material one-time items affecting the effective tax rate for the three and nine months ended September 30, 2005.



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|8. | LONG-TERM DEBT
|-- | --------------

Long-term debt at
September 30, 2006 and December 31, 2005 consists of the following (in thousands):



|                                              |  |                   |         |   |  |  |                  |   |         |  
|--------------------------------------------- |  | ----------------- | ------- | - |  |  | ---------------- | - | ------- | -
|                                              |  | September 30,2006 |         |   |  |  | December 31,2005 |  
|                                              |  | (Successor)       |         |   |  |  | (Predecessor)    |  
|Term loans:                                   |  |                   |         |   |  |  |                  |   |         |  
|2006 borrowing arrangements                   |  | $                 | 243,775 |   |  |  |                  | $ |        |  
|2005 borrowing arrangements                   |  |                   |         |   |  |  |                  |   | 203,975 |  
|                                              |  |                   |         |   |  |  |                  |   |         |  
|Total term loans                              |  |                   | 243,775 |   |  |  |                  |   | 203,975 |  
|                                              |  |                   |         |   |  |  |                  |   |         |  
|Revolving line of credit:                     |  |                   | 32,000  |   |  |  |                  |   | 9,500   |  
|                                              |  |                   |         |   |  |  |                  |   |         |  
|Senior subordinated notes:                    |  |                   |         |   |  |  |                  |   |         |  
|2006 notes, net of discount of $2,779         |  |                   | 197,220 |   |  |  |                  |   |        |  
|2003 Sub agreement, net of discount of $3,544 |  |                   |        |   |  |  |                  |   | 46,456  |  
|                                              |  |                   |         |   |  |  |                  |   |         |  
|Total senior subordinated notes               |  |                   | 197,220 |   |  |  |                  |   | 46,456  |  
|                                              |  |                   |         |   |  |  |                  |   |         |  
|Total long-term debt                          |  |                   | 472,995 |   |  |  |                  |   | 259,931 |  
|Less current portion                          |  |                   | (34,450 | ) |  |  |                  |   | (11,550 | )
|                                              |  |                   |         |   |  |  |                  |   |         |  
|Long-term debtless current portion           |  | $                 | 438,545 |   |  |  |                  | $ | 248,381 |  
|                                              |  |                   |         |   |  |  |                  |   |         |  

Term Loans

2006 Borrowing ArrangementsConcurrent with the Bain Merger, the Company entered into a Credit Agreement (the Credit
Agreement) with a syndicate of institutional lenders and financial institutions. The Credit Agreement provides for financing of $245.0 million in term loans and $100.0 million of revolving credit.

Revolving Line of Credit (Revolver)Maximum borrowings not to exceed $100.0 million. Interest is currently available at the
London InterBank Offered Rate (LIBOR) plus 2.50% or monthly at the Base Rate (defined as the higher of (a) the prime rate or (b) the overnight federal funds rate plus 50 basis points) plus 1.50%. Principal is payable at the
Companys discretion based on available operating cash balances. The revolving credit commitment expires on February 6, 2012. At September 30, 2006, the outstanding balance under the revolving line of credit was $32.0 million. From
time to time the Revolver may include one or more swing line loans at the Base Rate or one or more letters of credit (LCs). At September 30, 2006, there was no outstanding balance on the swing line loans. LCs outstanding at
September 30, 2006 were $3.2 million with interest payable quarterly at 2.50%. The LCs secure various liability and workers compensation policies in place for the Company and its subsidiaries.

Term LoanAggregate commitment of $245.0 million matures on February 6, 2013. The term loan is payable in quarterly principal
installments beginning on June 30, 2006 of $0.6 million per quarter through December 31, 2012, and the remainder on February 6, 2013. Interest is payable quarterly at 90 day LIBOR plus 2.25% (7.62% at September 27, 2006).
The principal balance outstanding at September 30, 2006 was $243.8 million.

Repayments of Loans and NotesIn
connection with the 2006 borrowing arrangements for the Bain Merger, the full amount of the 2005 term loans and 2003 senior subordinated notes were repaid in 2006. The unamortized capitalized debt issuance costs associated with the 2005 revolving
line of credit, term loans and 2003 senior subordinated notes of $7.2 million was charged to income in the 2006 Predecessor statement of operations and is included in other financing costs.

Senior Subordinated Notes

2006 NotesConcurrent with the Bain Merger, the Company issued $200.0 million aggregate principal amount of 10 3/4% Senior Subordinated Notes (the Notes) due February 1, 2016 (see Note 3). Interest
is payable semiannually beginning August 1, 2006. The Notes were issued at a price of 98.511%, resulting in $3.0 million of original issue discount. The Company may redeem some or all of the Notes on or prior to February 1, 2011 at a
redemption price equal to 100% of the principal amount of the Notes redeemed plus a make-whole premium or at the redemption prices set forth in the indenture governing the Notes. The Company may also redeem up to 35% of the aggregate
principal amount of the Notes using the proceeds of one or more equity offerings completed before February 1, 2009. If there is a change of control as specified in the indenture, the Company must offer to repurchase the Notes. The Notes are
subordinated to all of the Companys existing and future senior indebtedness, rank equally with all of the Companys existing and future senior subordinated indebtedness and rank senior to all of the Companys existing and future
subordinated indebtedness. The Notes are guaranteed on an unsecured senior subordinated basis by all of the Companys subsidiaries.



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Sub AgreementIn connection with the 2006 borrowing arrangements for the Bain Merger,
the full amount of the 2003 subordinated notes were repaid and unamortized debt discount of $3.5 million was charged to income in the 2006 Predecessor statement of operations and is included in other financing costs.

Under the Credit Agreement and the indenture governing the Notes, the Company must comply with certain restrictive financial covenants that limit the
amount of capital expenditures the Company may make on an annual basis and require the Company to maintain certain levels of liquidity, debt to income ratios and interest coverage ratios. Borrowings under the revolving line of credit and term
loans are collateralized by all of the existing and acquired personal property and other assets of the Company and its subsidiaries. The Company was in compliance with all such covenants as of September 30, 2006.



|9. | INTEREST RATE SWAP
|-- | ------------------

On February 28, 2006, as
provided for in the Credit Agreement, the Company entered into an interest rate swap agreement to provide for interest rate protection for an aggregate notional amount of $115.0 million of the principal amount of the outstanding funded indebtedness
(consisting of amounts outstanding under the term loan, excluding the revolving credit facility, and the Notes). The effective date of the agreement is March 31, 2006 and has a maturity date of March 31, 2011. The interest rate swap
agreement is accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Under the interest rate swap, the Company receives an interest rate equal to the 3-month LIBOR rate. In exchange, the Company
pays a fixed rate of 4.99% on the $115.0 million. The notional amount will decline over the period of the swap. This swap has not been designated as a hedge under SFAS No. 133. On a monthly basis, the Company revalues the interest rate swap and
records the month-to-month change in the fair value of the swap in other income. The Company recognized fair value swap losses of approximately $1.5 million and $0.01 million, respectively, in the three and eight months ended September 30,
2006. The fair value of the interest rate swap was $0.01 million and is recorded in other current liabilities as of September 30, 2006.

On June 1, 2005, as provided for in the Companys restated credit agreement, the Company entered into an interest rate swap agreement to provide for interest rate protection for an aggregate notional amount of $100.0 million of
the principal amount of the outstanding term loan. This agreement had a maturity date of June 30, 2008. The interest rate swap agreement was accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. Under the interest rate swap, the Company received an interest rate equal to the 3-month LIBOR rate. In exchange, the Company paid a fixed rate of 4.05% on the $100.0 million. This swap was not designated as a hedge under SFAS
No. 133. On a monthly basis, the Company revalued the interest rate swap and recorded the month-to-month change in the fair value of the swap in other income. The Company recognized fair value swap gains of $0.05 million in the one month ended
January 31, 2006, $1.4 million and $1.2 million, respectively, in the three and nine months ended September 30, 2005. The fair value of the interest rate swap in other current assets was $1.6 million as of December 31, 2005. In
connection with the repayment of all outstanding amounts under the restated credit agreement (see Note 8), the interest rate swap was terminated.



|10. | COMMITMENTS AND CONTINGENCIES
|--- | -----------------------------

LitigationThe Company is involved in litigation and regulatory investigations arising in the course of business. After consultation with legal counsel, management estimates that these matters will be resolved without
material adverse effect on the Companys future financial position or results from operations and cash flows.



|11. | COMMON STOCK
|--- | ------------

The Companys Amended and
Restated Certificate of Incorporation authorizes the Company to issue 1,000 shares of $0.001 par value common stock.

VotingEach share of common stock is entitled, on all matters submitted for a vote or the consent of the holders of shares of common stock, to one vote.



|12. | STOCK-BASED COMPENSATION EXPENSE
|--- | --------------------------------

Adoption of
New Accounting Policy

On January 1, 2006, the Company adopted SFAS 123(R), which requires the measurement and recognition of
compensation expense for all share-based payment awards, including employee stock options, granted after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123 (R). SFAS 123(R) supersedes the
Companys previous accounting under Accounting Principles Board Opinion No. 25, Accounting for



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Stock Issued to Employees (APB 25) and related interpretations, as permitted by
SFAS 123, Accounting for Stock Based Compensation. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 (SAB 107) relating to SFAS 123(R) and the Company has applied the
provisions of SAB 107 in its adoption of SFAS 123(R). The Company adopted SFAS 123(R) using the prospective transition method, which requires the application of the accounting standard to awards granted, modified or settled after the date of
adoption. Results for prior periods have not been restated and the pro forma disclosures of compensation cost under the original provisions of SFAS 123 will no longer be provided.

The Companys consolidated financial statements as of and for the three and eight months ended September 30, 2006 reflect the effect of
SFAS 123(R). Stock option-based compensation expense recognized under SFAS 123(R) for the three and eight months ended September 30, 2006 was $1.0 million and $2.6 million, respectively, which was related to employee stock options
granted by CRC Health Group, Inc, (the Group) subsequent to the date of adoption. There was no stock option-based compensation expense recognized in the condensed consolidated statements of operations for the three and eight months ended
September 30, 2006 and one month ended January 31, 2006 statements of operations related to the options granted and outstanding prior to the date of adoption of SFAS 123(R). Stock option-based compensation expense of $17.7 million and tax
benefit of $7.3 million were recognized in the 2006 Predecessor condensed consolidated statement of operations and are included in acquisition related costs. The expense is related to the settlement of all outstanding options at the date of the Bain
Merger, except 8.9 million options rolled over to the Successor Company at the Predecessor cost basis in accordance with EITF 88-16.

No stock option-based compensation expense was recognized in the condensed consolidated financial statements for the three and nine months ended September 30, 2005, as all options granted under the prior stock plans had an exercise
price equal to the market value of the underlying stock on the date of grant.

SFAS 123(R) requires management to estimate the fair
value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the consolidated
statement of operations. The Company attributes the fair value of stock option-based compensation to expense on a straight-line, single option method. In addition, for the options that vest upon the achievement of performance conditions, the Company
recognizes compensation expense based on the probability of achievement of such performance conditions ratably over the requisite service period starting from the service inception date. As stock option-based compensation expense is recognized in
the consolidated statement of operations for the three and eight months ended September 30, 2006 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. SFAS 123(R) requires forfeitures to be
estimated at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated forfeiture rate at September 30, 2006 is 5% per year. The Company previously accounted for
forfeitures as they occurred under the provisions of SFAS 123. During the nine months ended September 30, 2006, the Group granted 494,369 units which are exercisable into 4,449,329 shares of Class A common stock of the Group and
494,369 shares of Class L common stock of the Group. As of September 30, 2006, $17.7 million of total unrecognized compensation is expected to be recognized over a weighted-average period of 5.2 years.

Prior to the adoption of SFAS 123(R), the Company presented all tax benefits of deductions resulting from the exercise of stock options as operating cash
flows in the statement of cash flows. SFAS 123(R) requires the cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options to be classified as financing cash flows. The
total income tax benefit recognized in the condensed consolidated statement of operations for stock option-based compensation expense for the three and eight months ended September 30, 2006 was $0.4 million and $1.1million, respectively.

Stock Option Plans

2006 Executive Incentive Plan and 2006 Management Incentive Plan

On February 6, 2006, following the Bain
Merger, Group adopted the 2006 Executive Incentive Plan and 2006 Management Incentive Plan, or the Executive Plan and the Management Plan, and collectively, the Plans. The Plans provide for the granting of stock
options to the Companys key employees, directors, consultants and advisors. Options granted under the Plans may be either incentive stock options or non-incentive stock options. Options granted under the Plans represent units. One unit
consists of nine shares of class A and one share of class L common stock of the Group.

Options under the Plans may be granted for periods
of up to ten years at an exercise price generally not less than fair market value of the shares subject to the award, determined as of the award date. In the case that the incentive stock options are granted to a 10% shareholder, an exercise price
shall not be less than 110% of the fair market value of the shares subject to the award at the grant date.



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Options granted under the Executive Plan vest in three tranches as follows: tranche 1 options vest and
become exercisable at the rate of 20% in one year from the date of grant and 10% on each six-month period thereafter or, if earlier, 100% on a change of control, as defined in the Executive Plan; tranche 2 options vest upon achievement of certain
performance conditions and a market condition, as defined in the Executive Plan; tranche 3 options vest over a five-year period upon achievement of performance conditions, as defined in the Executive Plan. Tranche 1 options represent 50% of an
option grant under the Executive Plan and tranches 2 and 3 options each represent 25% of the option grant under the Executive Plan.

Options
granted under the Management Plan vest over five years as follows: 20% in one year from the date of grant and 10% on each six-month period thereafter or, if earlier, 100% on a change of control, as defined in the Management Plan.

A maximum of 5,374,051 shares of Class A common stock of the Group and 597,117 shares of Class L common stock of the Group may be granted under the
Plans.

Additional fully vested options under the Executive Plan to purchase 1,005,501 shares of Class A common stock of the Group and
111,723 shares of Class L common stock of the Group were issued in connection with rolled over options, as discussed above.

Current period
stock option-based compensation recognized is based on the amortization of the fair value of stock options as determined on their date of grant using a Black-Scholes option valuation model for Management Plan grants and tranches 1 and 3 of Executive
Plan grants. The Company used the Monte Carlo simulation approach to a binominal model to determine fair value of tranche 2 of the Executive Plan grants. The estimate of fair value of the granted awards is based upon certain assumptions, including
probability of achievement of market conditions in the Executive Plan awards, stock price volatility, risk-free interest rate, dividend yield, expected term in years and forfeiture rate. The weighted-average estimated fair value of units granted
during the three and eight months ended September 30, 2006 was $53.5 and $53.3 per unit, respectively, using the above described models with the following assumptions:



| |  |  | Stock price was simulated over a ten year period using a binomial pricing model. Expected volatility of 56.6% and 56.5% was utilized for the units granted in each of the respective
periods and was based on historical volatility of comparable public companies for periods corresponding to expected term of the Plans.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company utilized the risk-free rate of 4.85% and 4.81% in the models for the units granted in each of the respective periods. The risk-free rate is based on a yield of a
constant maturity U.S, Treasury security with a term equal to the expected term of the options.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No dividend would be paid over the option term.
| | - |  | -----------------------------------------------



| |  |  | For the Management Plan and tranches 1 and 3 of the Executive Plan, the Company used an expected vesting term of five years; and for tranche 2 of the Executive Plan, the Company
used an expected vesting term of 6.25 and 5.84 years, which is the derived service period is based on Monte Carlo simulation for each of the units granted in the respective periods.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Forfeiture rate is 5% each year over the effective vesting period.
| | - |  | ------------------------------------------------------------------

SFAS 123(R) did not change the accounting guidance for share-based payment transactions with parties other than employees and, accordingly, the Company continues to account for stock options issued to non-employees in accordance with the
provisions of SFAS 123 as originally issued and EITF Issue No. 96-18, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with, Selling Goods or Services.



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Activity under the Executive and Management Plans is set forth below:



|                                                                   |  |             |   |  |                                        |      |                                                    |     
|------------------------------------------------------------------ |  | ----------- | - |  | -------------------------------------- | ---- | -------------------------------------------------- | ----
|                                                                   |  | Options     |   |  | Weighted-AverageExercisePricePer Share |      | Weighted-AverageRemainingContractualTerm(In Years)
|Predecessor                                                        |  |             |   |  |                                        |      |                                                    |     
|OutstandingJanuary 1, 2006                                        |  | 26,340,194  |   |  | $                                      | 0.11 |                                                    | 7.93
|Exercised (January 1January 31, 2006)                             |  | (72,968     | ) |  |                                        | 0.11 |                                                    | 7.93
|                                                                   |  |             |   |  |                                        |      |                                                    |     
|Outstanding at January 31, 2006                                    |  | 26,267,226  |   |  |                                        | 0.11 |                                                    | 7.92
|Cancellation of the options per Bain Merger                        |  | (17,358,062 | ) |  |                                        | 0.11 |                                                    |     
|Options rollover to new vested options per Bain Merger             |  | (8,909,164  | ) |  |                                        | 0.11 |                                                    |     
|                                                                   |  |             |   |  |                                        |      |                                                    |     
|Options outstanding under the pre Bain Merger Plan                 |  |            |   |  |                                        |     |                                                    |     
|Successor                                                          |  |             |   |  |                                        |      |                                                    |     
|Rollover options converted into vested options under the new Plans |  | 1,117,223   |   |  |                                        | 0.88 |                                                    |    
|Granted per the new Plans                                          |  | 4,943,698   |   |  |                                        | 9.00 |                                                    | 9.37
|Exercised (February 1September 30, 2006)                          |  |            |   |  |                                        |     |                                                    |    
|Forfeited/cancelled/expired                                        |  | (80,613     | ) |  |                                        | 9.00 |                                                    |    
|                                                                   |  |             |   |  |                                        |      |                                                    |     
|OutstandingSeptember 30, 2006                                     |  | 5,980,308   |   |  | $                                      | 7.48 |                                                    | 9.37
|                                                                   |  |             |   |  |                                        |      |                                                    |     
|ExercisableSeptember 30, 2006                                     |  | 1,117,223   |   |  | $                                      | 0.88 |                                                    |    
|                                                                   |  |             |   |  |                                        |      |                                                    |     



|13. | RELATED PARTY TRANSACTIONS
|--- | --------------------------

In connection with the
Bain Merger, Bain Capital and the Companys management entered into a stockholders agreement. The stockholders agreement contains agreements among the parties with respect to the election of the Companys directors and the directors of the
Companys direct and indirect parent companies, restrictions on the issuance or transfer of shares, including tag-along rights and drag-along rights, other special corporate governance provisions (including the right to approve various
corporate actions), registration rights (including customary indemnification provisions) and call options. Three of the Companys directors hold the position of managing director or principal with Bain Capital Partners, LLC.

Upon the consummation of the Bain Merger, the Company entered into a management agreement with an affiliate of Bain Capital Partners, LLC pursuant to
which such entity or its affiliates will provide management services. Pursuant to such agreement, an affiliate of Bain Capital Partners, LLC will receive an aggregate annual management fee of $2.0 million and reimbursement for out-of-pocket
expenses incurred in connection with the Bain Merger prior to the closing of the Bain Merger and in connection with the provision of services pursuant to the agreement. In addition, pursuant to such agreement, an affiliate of Bain Capital Partners,
LLC also received aggregate transaction fees of approximately $7.2 million in connection with services provided by such entity related to the Bain Merger. The management agreement has a five year, evergreen term, however, in certain
circumstances, such as an initial public offering or change of control of the Group, the Company may terminate the management agreement and buy out its remaining obligations under the agreement to Bain Capital Partners, LLC and affiliates. In
addition, the management agreement provides that an affiliate of Bain Capital Partners, LLC may receive fees in connection with certain subsequent financing and acquisition transactions. The management agreement includes customary indemnification
provisions in favor of Bain Capital Partners, LLC and its affiliates. The Company under this agreement paid management fees of $0.5 million and $1.3 million during the three and eight months ended September 30, 2006, respectively, which is
included in supplies and facilities costs.

In addition, under a separate management agreement with two of the former stockholders of the
Predecessor Company, the Predecessor Company paid management fees of $0.1 million during the one month ended January 31, 2006, $0.3 million and $1.0 million during the three and nine months ended September 30, 2005, respectively, which is
included in supplies and facilities costs. This agreement was terminated as part of the Bain Merger.

In connection with the closing of the
Bain Merger on February 6, 2006, and pursuant to a rollover and subscription agreement, certain members of the Companys management converted options to purchase stock of the Predecessor Company into options to purchase stock of the Group
with an aggregate value of $9.1 million.



18



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##### Table of Contents

|14. | CONDENSED CONSOLIDATING FINANCIAL INFORMATION
|--- | ---------------------------------------------

As
of September 30, 2006, the Company had outstanding $200.0 million aggregate principal amount of Notes due 2016. The Notes are fully and unconditionally guaranteed, jointly and severally on an unsecured senior subordinated basis, by all of the
Companys subsidiaries.

The following supplemental tables present condensed consolidating balance sheets for the Company and its
subsidiary guarantors as of September 30, 2006 and December 31, 2005, and the condensed consolidating statements of operations for the three and eight months ended September 30, 2006 (Successor Company), one month ended
January 31, 2006 (Predecessor Company), three and nine months ended September 30, 2005 (Predecessor Company), and the condensed consolidating statement of cash flows for the eight months ended September 30, 2006 (Successor Company),
one month ended January 31, 2006 (Predecessor Company) and nine months ended September 30, 2005 (Predecessor Company).



19



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Condensed Consolidating Balance Sheet as of September 30, 2006 (Successor)

(In thousands)



|                                           |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|------------------------------------------ |  | --------------------- | -------- | - | -------------------- | - | ------------ |  | - | ------------ | - |  | - | -------
|                                           |  | CRC HealthCorporation |          |   | SubsidiaryGuarantors |   | Eliminations |  |   | Consolidated
|ASSETS                                     |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|                                           |  |                       |          |  
|CURRENT ASSETS:                            |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Cash                                       |  | $                     |          |   |                      | $ | 1,593        |  | $ |             |   |  | $ | 1,593  
|Accounts receivablenet of allowance       |  |                       | 8        |   |                      |   | 29,063       |  |   |              |   |  |   | 29,071 
|Prepaid expenses                           |  |                       | 2,044    |   |                      |   | 2,116        |  |   |              |   |  |   | 4,160  
|Other current assets                       |  |                       | 54       |   |                      |   | 1,335        |  |   |              |   |  |   | 1,389  
|Income taxes receivable                    |  |                       | 5,200    |   |                      |   |              |  |   |              |   |  |   | 5,200  
|Deferred income taxes                      |  |                       | 4,271    |   |                      |   |              |  |   |              |   |  |   | 4,271  
|                                           |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Total current assets                       |  |                       | 11,577   |   |                      |   | 34,107       |  |   |             |   |  |   | 45,684 
|PROPERTY AND EQUIPMENTNet                 |  |                       | 3,618    |   |                      |   | 67,888       |  |   |              |   |  |   | 71,506 
|GOODWILL                                   |  |                       |          |   |                      |   | 479,823      |  |   |              |   |  |   | 479,823
|INTANGIBLE ASSETSNet                      |  |                       |          |   |                      |   | 294,447      |  |   |              |   |  |   | 294,447
|OTHER ASSETS                               |  |                       | 21,257   |   |                      |   | 1,129        |  |   |              |   |  |   | 22,386 
|INVESTMENT IN SUBSIDIARIESAt cost         |  |                       | 297,967  |   |                      |   |              |  |   | (297,967     | ) |  |   |        
|                                           |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|TOTAL ASSETS                               |  | $                     | 334,419  |   |                      | $ | 877,394      |  | $ | (297,967     | ) |  | $ | 913,846
|                                           |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|LIABILITIES AND STOCKHOLDERS EQUITY       |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|                                           |  |                       |          |  
|CURRENT LIABILITIES:                       |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Accounts payable                           |  | $                     | 3,012    |   |                      | $ |             |  | $ |             |   |  | $ | 3,012  
|Accrued liabilities                        |  |                       | 9,705    |   |                      |   | 8,979        |  |   |              |   |  |   | 18,684 
|Current portion of long-term debt          |  |                       | 34,450   |   |                      |   |              |  |   |              |   |  |   | 34,450 
|Other current liabilities                  |  |                       | 92       |   |                      |   | 6,000        |  |   |              |   |  |   | 6,092  
|                                           |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Total current liabilities                  |  |                       | 47,259   |   |                      |   | 14,979       |  |   |             |   |  |   | 62,238 
|LONG TERM DEBTLess current portion        |  |                       | 438,545  |   |                      |   |              |  |   |              |   |  |   | 438,545
|OTHER LONG-TERM LIABILITIES                |  |                       | 68       |   |                      |   | 325          |  |   |              |   |  |   | 393    
|DEFERRED INCOME TAXES                      |  |                       | 112,418  |   |                      |   |              |  |   |              |   |  |   | 112,418
|                                           |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Total liabilities                          |  |                       | 598,290  |   |                      |   | 15,304       |  |   |             |   |  |   | 613,594
|                                           |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|STOCKHOLDERS EQUITY:                      |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Common stock                               |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Additional paid-in capital(1)              |  |                       | (261,880 | ) |                      |   | 856,908      |  |   | (297,967     | ) |  |   | 297,061
|Retained earnings                          |  |                       | (1,991   | ) |                      |   | 5,182        |  |   |              |   |  |   | 3,191  
|                                           |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Total stockholders equity                 |  |                       | (263,871 | ) |                      |   | 862,090      |  |   | (297,967     | ) |  |   | 300,252
|                                           |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |  | $                     | 334,419  |   |                      | $ | 877,394      |  | $ | (297,967     | ) |  | $ | 913,846
|                                           |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        

---

|(1) | Includes intercompany balances
|--- | ------------------------------



20



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Condensed Consolidating Balance Sheet as of December 31, 2005 (Predecessor)

(In thousands)



|                                                                         |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|------------------------------------------------------------------------ |  | --------------------- | -------- | - | -------------------- | - | ------------ |  | - | ------------ | - |  | - | -------
|                                                                         |  | CRC HealthCorporation |          |   | SubsidiaryGuarantors |   | Eliminations |  |   | Consolidated
|ASSETS                                                                   |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|                                                                         |  |                       |          |  
|CURRENT ASSETS:                                                          |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Cash                                                                     |  | $                     | 4,946    |   |                      | $ | 131          |  | $ |             |   |  | $ | 5,077  
|Accounts receivablenet of allowance                                     |  |                       | 3        |   |                      |   | 23,415       |  |   |              |   |  |   | 23,418 
|Prepaid expenses                                                         |  |                       | 4,001    |   |                      |   | 509          |  |   |              |   |  |   | 4,510  
|Other current assets                                                     |  |                       | 2,743    |   |                      |   | 89           |  |   |              |   |  |   | 2,832  
|Deferred income taxes                                                    |  |                       | 4,264    |   |                      |   |              |  |   |              |   |  |   | 4,264  
|                                                                         |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Total current assets                                                     |  |                       | 15,957   |   |                      |   | 24,144       |  |   |              |   |  |   | 40,101 
|PROPERTY AND EQUIPMENTNet                                               |  |                       | 2,819    |   |                      |   | 46,255       |  |   |              |   |  |   | 49,074 
|GOODWILL                                                                 |  |                       |          |   |                      |   | 265,977      |  |   |              |   |  |   | 265,977
|INTANGIBLE ASSETSNet                                                    |  |                       |          |   |                      |   | 60,008       |  |   |              |   |  |   | 60,008 
|OTHER ASSETS                                                             |  |                       | 8,889    |   |                      |   | 105          |  |   |              |   |  |   | 8,994  
|INVESTMENT IN SUBSIDIARIESAt cost                                       |  |                       | 219,531  |   |                      |   |              |  |   | (219,531     | ) |  |   |        
|                                                                         |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|TOTAL ASSETS                                                             |  | $                     | 247,196  |   |                      | $ | 396,489      |  | $ | (219,531     | ) |  | $ | 424,154
|                                                                         |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|LIABILITIES, AND STOCKHOLDERS EQUITY                                    |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|                                                                         |  |                       |          |  
|CURRENT LIABILITIES:                                                     |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Accounts payable                                                         |  | $                     | 5,348    |   |                      | $ |             |  | $ |             |   |  | $ | 5,348  
|Accrued liabilities                                                      |  |                       | 8,776    |   |                      |   | 5,624        |  |   |              |   |  |   | 14,400 
|Income taxes payable                                                     |  |                       | 3,384    |   |                      |   |              |  |   |              |   |  |   | 3,384  
|Current portion of long-term debt                                        |  |                       | 11,550   |   |                      |   |              |  |   |              |   |  |   | 11,550 
|Other current liabilities                                                |  |                       | 1        |   |                      |   | 3,134        |  |   |              |   |  |   | 3,135  
|                                                                         |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Total current liabilities                                                |  |                       | 29,059   |   |                      |   | 8,758        |  |   |              |   |  |   | 37,817 
|LONG TERM DEBTLess current portion                                      |  |                       | 248,381  |   |                      |   |              |  |   |              |   |  |   | 248,381
|OTHER LONG-TERM LIABILITIES                                              |  |                       | 100      |   |                      |   | 369          |  |   |              |   |  |   | 469    
|DEFERRED INCOME TAXES                                                    |  |                       | 9,877    |   |                      |   |              |  |   |              |   |  |   | 9,877  
|                                                                         |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Total liabilities                                                        |  |                       | 287,417  |   |                      |   | 9,127        |  |   |             |   |  |   | 296,544
|                                                                         |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|MANDATORILY REDEEMABLE STOCK                                             |  |                       | 115,625  |   |                      |   |              |  |   |              |   |  |   | 115,625
|                                                                         |  |                       |          |  
|STOCKHOLDERS EQUITY:                                                    |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Series A common stock                                                    |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Additional paid-in capital(1)                                            |  |                       | (116,305 | ) |                      |   | 336,051      |  |   | (219,531     | ) |  |   | 215    
|Retained earnings                                                        |  |                       | (39,541  | ) |                      |   | 51,311       |  |   |              |   |  |   | 11,770 
|                                                                         |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|Total stockholders equity                                               |  |                       | (155,846 | ) |                      |   | 387,362      |  |   | (219,531     | ) |  |   | 11,985 
|                                                                         |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        
|TOTAL LIABILITIES, MANDATORILY REDEEMABLE STOCK AND STOCKHOLDERS EQUITY |  | $                     | 247,196  |   |                      | $ | 396,489      |  | $ | (219,531     | ) |  | $ | 424,154
|                                                                         |  |                       |          |   |                      |   |              |  |   |              |   |  |   |        

---

|(1) | Includes intercompany balances
|--- | ------------------------------



21



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Condensed Consolidating Statements of Operations

For the Three Months Ended September 30, 2006 (Successor)

(In thousands)



|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|------------------------------------------------- |  | --------------------- | ------- | - | -------------------- | - | ------------ |  | - | ------------ | - |  | - | ------- | -
|                                                  |  | CRC HealthCorporation |         |   | SubsidiaryGuarantors |   | Eliminations |  |   | Consolidated |  
|NET REVENUE:                                      |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Net client service revenue                        |  | $                     | 4       |   |                      | $ | 64,286       |  | $ |             |   |  | $ | 64,290  |  
|Other revenue                                     |  |                       | 3       |   |                      |   | 1,207        |  |   |              |   |  |   | 1,210   |  
|Management fee revenue                            |  |                       | 14,072  |   |                      |   |              |  |   | (14,072      | ) |  |   |         |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Net revenue                                       |  |                       | 14,079  |   |                      |   | 65,493       |  |   | (14,072      | ) |  |   | 65,500  |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|OPERATING EXPENSES:                               |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Salaries and benefits                             |  |                       | 3,028   |   |                      |   | 27,369       |  |   |              |   |  |   | 30,397  |  
|Supplies, facilities and other operating costs    |  |                       | 1,606   |   |                      |   | 16,125       |  |   |              |   |  |   | 17,731  |  
|Provision for doubtful accounts                   |  |                       |         |   |                      |   | 1,176        |  |   |              |   |  |   | 1,176   |  
|Depreciation and amortization                     |  |                       | 158     |   |                      |   | 2,162        |  |   |              |   |  |   | 2,320   |  
|Acquisition related costs                         |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Management fee expense                            |  |                       |         |   |                      |   | 14,072       |  |   | (14,072      | ) |  |   |         |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Total operating expenses                          |  |                       | 4,792   |   |                      |   | 60,904       |  |   | (14,072      | ) |  |   | 51,624  |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|INCOME FROM OPERATIONS                            |  |                       | 9,287   |   |                      |   | 4,589        |  |   |              |   |  |   | 13,876  |  
|INTEREST EXPENSE                                  |  |                       | (11,214 | ) |                      |   |              |  |   |              |   |  |   | (11,214 | )
|OTHER INCOME                                      |  |                       | (1,524  | ) |                      |   | 43           |  |   |              |   |  |   | (1,481  | )
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES |  |                       | (3,451  | ) |                      |   | 4,632        |  |   |              |   |  |   | 1,181   |  
|INCOME TAX (BENEFIT) EXPENSE                      |  |                       | (2,168  | ) |                      |   | 2,910        |  |   |              |   |  |   | 742     |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|NET (LOSS) INCOME                                 |  | $                     | (1,283  | ) |                      | $ | 1,722        |  | $ |             |   |  | $ | 439     |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  



22



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##### Table of Contents

Condensed Consolidating Statements of Operations

For the Eight Months Ended September 30, 2006 (Successor)

(In thousands)



|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|------------------------------------------------- |  | --------------------- | ------- | - | -------------------- | - | ------------ |  | - | ------------ | - |  | - | ------- | -
|                                                  |  | CRC HealthCorporation |         |   | SubsidiaryGuarantors |   | Eliminations |  |   | Consolidated |  
|NET REVENUE:                                      |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Net client service revenue                        |  | $                     | 22      |   |                      | $ | 163,049      |  | $ |             |   |  | $ | 163,071 |  
|Other revenue                                     |  |                       | 8       |   |                      |   | 3,155        |  |   |              |   |  |   | 3,163   |  
|Management fee revenue                            |  |                       | 36,492  |   |                      |   |              |  |   | (36,492      | ) |  |   |         |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Net revenue                                       |  |                       | 36,522  |   |                      |   | 166,204      |  |   | (36,492      | ) |  |   | 166,234 |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|OPERATING EXPENSES:                               |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Salaries and benefits                             |  |                       | 7,822   |   |                      |   | 69,440       |  |   |              |   |  |   | 77,262  |  
|Supplies, facilities and other operating costs    |  |                       | 4,176   |   |                      |   | 40,273       |  |   |              |   |  |   | 44,449  |  
|Provision for doubtful accounts                   |  |                       | 1       |   |                      |   | 3,294        |  |   |              |   |  |   | 3,295   |  
|Depreciation and amortization                     |  |                       | 667     |   |                      |   | 5,579        |  |   |              |   |  |   | 6,246   |  
|Management fee expense                            |  |                       |         |   |                      |   | 36,492       |  |   | (36,492      | ) |  |   |         |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Total operating expenses                          |  |                       | 12,666  |   |                      |   | 155,078      |  |   | (36,492      | ) |  |   | 131,252 |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|INCOME FROM OPERATIONS                            |  |                       | 23,856  |   |                      |   | 11,126       |  |   |              |   |  |   | 34,982  |  
|INTEREST EXPENSE                                  |  |                       | (28,161 | ) |                      |   |              |  |   |              |   |  |   | (28,161 | )
|OTHER INCOME                                      |  |                       | 9       |   |                      |   | 55           |  |   |              |   |  |   | 64      |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES |  |                       | (4,296  | ) |                      |   | 11,181       |  |   |              |   |  |   | 6,885   |  
|INCOME TAX (BENEFIT) EXPENSE                      |  |                       | (2,305  | ) |                      |   | 5,999        |  |   |              |   |  |   | 3,694   |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|NET (LOSS) INCOME                                 |  | $                     | (1,991  | ) |                      | $ | 5,182        |  | $ |             |   |  | $ | 3,191   |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  



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Condensed Consolidating Statements of Operations

For the One Month Ended January 31, 2006 (Predecessor)

(In thousands)



|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|------------------------------------------------- |  | --------------------- | ------- | - | -------------------- | - | ------------ |  | - | ------------ | - |  | - | ------- | -
|                                                  |  | CRC HealthCorporation |         |   | SubsidiaryGuarantors |   | Eliminations |  |   | Consolidated |  
|NET REVENUE:                                      |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Net client service revenue                        |  | $                     | 5       |   |                      | $ | 19,355       |  | $ |             |   |  | $ | 19,360  |  
|Other revenue                                     |  |                       | 1       |   |                      |   | 489          |  |   |              |   |  |   | 490     |  
|Management fee revenue                            |  |                       | 1,110   |   |                      |   |              |  |   | (1,110       | ) |  |   |         |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Net revenue                                       |  |                       | 1,116   |   |                      |   | 19,844       |  |   | (1,110       | ) |  |   | 19,850  |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|OPERATING EXPENSES:                               |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Salaries and benefits                             |  |                       | 666     |   |                      |   | 8,599        |  |   |              |   |  |   | 9,265   |  
|Supplies, facilities and other operating costs    |  |                       | 324     |   |                      |   | 4,238        |  |   |              |   |  |   | 4,562   |  
|Provision for doubtful accounts                   |  |                       |         |   |                      |   | 285          |  |   |              |   |  |   | 285     |  
|Depreciation and amortization                     |  |                       | 40      |   |                      |   | 321          |  |   |              |   |  |   | 361     |  
|Acquisition related costs                         |  |                       | 43,710  |   |                      |   |              |  |   |              |   |  |   | 43,710  |  
|Management fee expense                            |  |                       |         |   |                      |   | 1,110        |  |   | (1,110       | ) |  |   |         |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|Total operating expenses                          |  |                       | 44,740  |   |                      |   | 14,553       |  |   | (1,110       | ) |  |   | 58,183  |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|INCOME (LOSS) FROM OPERATIONS                     |  |                       | (43,624 | ) |                      |   | 5,291        |  |   |              |   |  |   | (38,333 | )
|INTEREST EXPENSE                                  |  |                       | (2,509  | ) |                      |   |              |  |   |              |   |  |   | (2,509  | )
|OTHER FINANCING COSTS                             |  |                       | (10,655 | ) |                      |   |              |  |   |              |   |  |   | (10,655 | )
|OTHER INCOME                                      |  |                       | 59      |   |                      |   | 1            |  |   |              |   |  |   | 60      |  
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES |  |                       | (56,729 | ) |                      |   | 5,292        |  |   |              |   |  |   | (51,437 | )
|INCOME TAX (BENEFIT) EXPENSE                      |  |                       | (13,723 | ) |                      |   | 1,279        |  |   |              |   |  |   | (12,444 | )
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  
|NET (LOSS) INCOME                                 |  | $                     | (43,006 | ) |                      | $ | 4,013        |  | $ |             |   |  | $ | (38,993 | )
|                                                  |  |                       |         |   |                      |   |              |  |   |              |   |  |   |         |  



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Condensed Consolidating Statements of Operations

For the Three Months Ended September 30, 2005 (Predecessor)

(In thousands)



|                                               |  |                       |        |   |                      |   |        |              |  |   |              |   |  |   |        |  
|---------------------------------------------- |  | --------------------- | ------ | - | -------------------- | - | ------ | ------------ |  | - | ------------ | - |  | - | ------ | -
|                                               |  | CRC HealthCorporation |        |   | SubsidiaryGuarantors |   |        | Eliminations |  |   | Consolidated |  
|NET REVENUE:                                   |  |                       |        |   |                      |   |        |              |  |   |              |   |  |   |        |  
|Net client service revenue                     |  | $                     | 43     |   |                      | $ | 54,920 |              |  | $ |             |   |  | $ | 54,963 |  
|Other revenue                                  |  |                       | 3      |   |                      |   | 912    |              |  |   |              |   |  |   | 915    |  
|Management fee revenue                         |  |                       | 13,465 |   |                      |   |        |              |  |   | (13,465      | ) |  |   |        |  
|                                               |  |                       |        |   |                      |   |        |              |  |   |              |   |  |   |        |  
|Net revenue                                    |  |                       | 13,511 |   |                      |   | 55,832 |              |  |   | (13,465      | ) |  |   | 55,878 |  
|                                               |  |                       |        |   |                      |   |        |              |  |   |              |   |  |   |        |  
|OPERATING EXPENSES:                            |  |                       |        |   |                      |   |        |              |  |   |              |   |  |   |        |  
|Salaries and benefits                          |  |                       | 1,687  |   |                      |   | 23,237 |              |  |   |              |   |  |   | 24,924 |  
|Supplies, facilities and other operating costs |  |                       | 2,051  |   |                      |   | 13,464 |              |  |   |              |   |  |   | 15,515 |  
|Provision for doubtful accounts                |  |                       |        |   |                      |   | 519    |              |  |   |              |   |  |   | 519    |  
|Depreciation and amortization                  |  |                       | 136    |   |                      |   | 989    |              |  |   |              |   |  |   | 1,125  |  
|Management fee expense                         |  |                       |        |   |                      |   | 13,465 |              |  |   | (13,465      | ) |  |   |        |  
|                                               |  |                       |        |   |                      |   |        |              |  |   |              |   |  |   |        |  
|Total operating expenses                       |  |                       | 3,874  |   |                      |   | 51,674 |              |  |   | (13,465      | ) |  |   | 42,083 |  
|                                               |  |                       |        |   |                      |   |        |              |  |   |              |   |  |   |        |  
|INCOME FROM OPERATIONS                         |  |                       | 9,637  |   |                      |   | 4,158  |              |  |   |              |   |  |   | 13,795 |  
|INTEREST EXPENSE                               |  |                       | (5,711 | ) |                      |   | (1     | )            |  |   |              |   |  |   | (5,712 | )
|OTHER INCOME                                   |  |                       | 1,359  |   |                      |   | 2      |              |  |   |              |   |  |   | 1,361  |  
|                                               |  |                       |        |   |                      |   |        |              |  |   |              |   |  |   |        |  
|INCOME FROM OPERATIONS BEFORE INCOME TAXES     |  |                       | 5,285  |   |                      |   | 4,159  |              |  |   |              |   |  |   | 9,444  |  
|INCOME TAX EXPENSE                             |  |                       | 2,284  |   |                      |   | 1,150  |              |  |   |              |   |  |   | 3,434  |  
|                                               |  |                       |        |   |                      |   |        |              |  |   |              |   |  |   |        |  
|NET INCOME                                     |  | $                     | 3,001  |   |                      | $ | 3,009  |              |  | $ |             |   |  | $ | 6,010  |  
|                                               |  |                       |        |   |                      |   |        |              |  |   |              |   |  |   |        |  



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Condensed Consolidating Statements of Operations

For the Nine Months Ended September 30, 2005 (Predecessor)

(In thousands)



|                                                  |  |                       |         |   |                      |   |         |              |  |   |              |   |  |   |         |  
|------------------------------------------------- |  | --------------------- | ------- | - | -------------------- | - | ------- | ------------ |  | - | ------------ | - |  | - | ------- | -
|                                                  |  | CRC HealthCorporation |         |   | SubsidiaryGuarantors |   |         | Eliminations |  |   | Consolidated |  
|NET REVENUE:                                      |  |                       |         |   |                      |   |         |              |  |   |              |   |  |   |         |  
|Net client service revenue                        |  | $                     | 55      |   |                      | $ | 149,152 |              |  | $ |             |   |  | $ | 149,207 |  
|Other revenue                                     |  |                       | 10      |   |                      |   | 1,860   |              |  |   |              |   |  |   | 1,870   |  
|Management fee revenue                            |  |                       | 21,224  |   |                      |   |         |              |  |   | (21,224      | ) |  |   |         |  
|                                                  |  |                       |         |   |                      |   |         |              |  |   |              |   |  |   |         |  
|Net revenue                                       |  |                       | 21,289  |   |                      |   | 151,012 |              |  |   | (21,224      | ) |  |   | 151,077 |  
|                                                  |  |                       |         |   |                      |   |         |              |  |   |              |   |  |   |         |  
|OPERATING EXPENSES:                               |  |                       |         |   |                      |   |         |              |  |   |              |   |  |   |         |  
|Salaries and benefits                             |  |                       | 5,135   |   |                      |   | 64,988  |              |  |   |              |   |  |   | 70,123  |  
|Supplies, facilities and other operating costs    |  |                       | 4,334   |   |                      |   | 36,180  |              |  |   |              |   |  |   | 40,514  |  
|Provision for doubtful accounts                   |  |                       |         |   |                      |   | 1,883   |              |  |   |              |   |  |   | 1,883   |  
|Depreciation and amortization                     |  |                       | 433     |   |                      |   | 2,255   |              |  |   |              |   |  |   | 2,688   |  
|Management fee expense                            |  |                       |         |   |                      |   | 21,224  |              |  |   | (21,224      | ) |  |   |         |  
|                                                  |  |                       |         |   |                      |   |         |              |  |   |              |   |  |   |         |  
|Total operating expenses                          |  |                       | 9,902   |   |                      |   | 126,530 |              |  |   | (21,224      | ) |  |   | 115,208 |  
|                                                  |  |                       |         |   |                      |   |         |              |  |   |              |   |  |   |         |  
|INCOME FROM OPERATIONS                            |  |                       | 11,387  |   |                      |   | 24,482  |              |  |   |              |   |  |   | 35,869  |  
|INTEREST EXPENSE                                  |  |                       | (13,818 | ) |                      |   | (9      | )            |  |   |              |   |  |   | (13,827 | )
|OTHER FINANCING COSTS                             |  |                       | (2,185  | ) |                      |   |         |              |  |   |              |   |  |   | (2,185  | )
|OTHER INCOME                                      |  |                       | 1,747   |   |                      |   | 3       |              |  |   |              |   |  |   | 1,750   |  
|                                                  |  |                       |         |   |                      |   |         |              |  |   |              |   |  |   |         |  
|(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES |  |                       | (2,869  | ) |                      |   | 24,476  |              |  |   |              |   |  |   | 21,607  |  
|INCOME TAX (BENEFIT) EXPENSE                      |  |                       | (1,123  | ) |                      |   | 9,582   |              |  |   |              |   |  |   | 8,459   |  
|                                                  |  |                       |         |   |                      |   |         |              |  |   |              |   |  |   |         |  
|NET (LOSS) INCOME                                 |  | $                     | (1,746  | ) |                      | $ | 14,894  |              |  | $ |             |   |  | $ | 13,148  |  
|                                                  |  |                       |         |   |                      |   |         |              |  |   |              |   |  |   |         |  



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Condensed Consolidating Statements of Cash Flows

For the Eight Months Ended September 30, 2006 (Successor)

(In thousands)



|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|--------------------------------------------------- |  | --------------------- | -------- | - | -------------------- | - | ------ | ------------ |  | ------------ | - |  | - | -------- | -
|                                                    |  | CRC HealthCorporation |          |   | SubsidiaryGuarantors |   |        | Eliminations |  | Consolidated |  
|CASH FLOWS FROM OPERATING ACTIVITIES:               |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|Net cash (used in) provided by operating activities |  | $                     | (12,736  | ) |                      | $ | 6,389  |              |  | $            |  |  | $ | (6,347   | )
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:               |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|Additions of property and equipmentnet             |  |                       | (991     | ) |                      |   | (6,124 | )            |  |              |   |  |   | (7,115   | )
|Acquisition of businesses, net of cash acquired     |  |                       | (36,626  | ) |                      |   |        |              |  |              |   |  |   | (36,626  | )
|Prior period acquisition adjustments                |  |                       | (14      | ) |                      |   |        |              |  |              |   |  |   | (14      | )
|Payment of purchase price to former shareholders    |  |                       | (429,190 | ) |                      |   |        |              |  |              |   |  |   | (429,190 | )
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|Net cash used in investing activities               |  |                       | (466,821 | ) |                      |   | (6,124 | )            |  |              |  |  |   | (472,945 | )
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:               |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|Equity contribution from Bain Capital               |  |                       | 294,475  |   |                      |   |        |              |  |              |   |  |   | 294,475  |  
|Payment of transaction related costs                |  |                       | (5,354   | ) |                      |   |        |              |  |              |   |  |   | (5,354   | )
|Intercompany transfers                              |  |                       | (905     | ) |                      |   | 905    |              |  |              |   |  |   |          |  
|Debt financing costs                                |  |                       | (22,981  | ) |                      |   |        |              |  |              |   |  |   | (22,981  | )
|Net borrowings under revolver line of credit        |  |                       | 27,500   |   |                      |   |        |              |  |              |   |  |   | 27,500   |  
|Proceeds from issuances of long-term debt           |  |                       | 442,022  |   |                      |   |        |              |  |              |   |  |   | 442,022  |  
|Repayments of long-term debt                        |  |                       | (255,200 | ) |                      |   |        |              |  |              |   |  |   | (255,200 | )
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|Net cash provided by financing activities           |  |                       | 479,557  |   |                      |   | 905    |              |  |              |  |  |   | 480,462  |  
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|(DECREASE) INCREASE IN CASH                         |  |                       |          |   |                      |   | 1,170  |              |  |              |   |  |   | 1,170    |  
|CASHBeginning of period                            |  |                       |          |   |                      |   | 423    |              |  |              |   |  |   | 423      |  
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|CASHEnd of period                                  |  | $                     |          |   |                      | $ | 1,593  |              |  | $            |  |  | $ | 1,593    |  
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  



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Condensed Consolidating Statements of Cash Flows

For the One Month Ended January 31, 2006 (Predecessor)

(In thousands)



|                                                    |  |                       |        |   |                      |   |        |              |  |              |   |  |   |        |  
|--------------------------------------------------- |  | --------------------- | ------ | - | -------------------- | - | ------ | ------------ |  | ------------ | - |  | - | ------ | -
|                                                    |  | CRC HealthCorporation |        |   | SubsidiaryGuarantors |   |        | Eliminations |  | Consolidated |  
|CASH FLOWS FROM OPERATING ACTIVITIES:               |  |                       |        |   |                      |   |        |              |  |              |   |  |   |        |  
|Net cash (used in) provided by operating activities |  | $                     | (3,563 | ) |                      | $ | 4,765  |              |  | $            |  |  | $ | 1,202  |  
|                                                    |  |                       |        |   |                      |   |        |              |  |              |   |  |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:               |  |                       |        |   |                      |   |        |              |  |              |   |  |   |        |  
|Additions of property and equipmentnet             |  |                       | (30    | ) |                      |   | (286   | )            |  |              |   |  |   | (316   | )
|                                                    |  |                       |        |   |                      |   |        |              |  |              |   |  |   |        |  
|Net cash used in investing activities               |  |                       | (30    | ) |                      |   | (286   | )            |  |              |  |  |   | (316   | )
|                                                    |  |                       |        |   |                      |   |        |              |  |              |   |  |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:               |  |                       |        |   |                      |   |        |              |  |              |   |  |   |        |  
|Intercompany transfers                              |  |                       | 4,187  |   |                      |   | (4,187 | )            |  |              |   |  |   |        |  
|Stock options exercised                             |  |                       | 7      |   |                      |   |        |              |  |              |   |  |   | 7      |  
|Debt financing costs                                |  |                       | (547   | ) |                      |   |        |              |  |              |   |  |   | (547   | )
|Repayments of revolver line of credit               |  |                       | (5,000 | ) |                      |   |        |              |  |              |   |  |   | (5,000 | )
|                                                    |  |                       |        |   |                      |   |        |              |  |              |   |  |   |        |  
|Net cash used in financing activities               |  |                       | (1,353 | ) |                      |   | (4,187 | )            |  |              |  |  |   | (5,540 | )
|                                                    |  |                       |        |   |                      |   |        |              |  |              |   |  |   |        |  
|(DECREASE) INCREASE IN CASH                         |  |                       | (4,946 | ) |                      |   | 292    |              |  |              |   |  |   | (4,654 | )
|CASHBeginning of period                            |  |                       | 4,946  |   |                      |   | 131    |              |  |              |   |  |   | 5,077  |  
|                                                    |  |                       |        |   |                      |   |        |              |  |              |   |  |   |        |  
|CASHEnd of period                                  |  | $                     |       |   |                      | $ | 423    |              |  | $            |  |  | $ | 423    |  
|                                                    |  |                       |        |   |                      |   |        |              |  |              |   |  |   |        |  



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Condensed Consolidating Statements of Cash Flows

For the Nine Months Ended September 30, 2005 (Predecessor)

(In thousands)



|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|--------------------------------------------------- |  | --------------------- | -------- | - | -------------------- | - | ------ | ------------ |  | ------------ | - |  | - | -------- | -
|                                                    |  | CRC HealthCorporation |          |   | SubsidiaryGuarantors |   |        | Eliminations |  | Consolidated |  
|CASH FLOWS FROM OPERATING ACTIVITIES:               |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|Net cash provided by operating activities           |  | $                     | 2,237    |   |                      | $ | 14,897 |              |  | $            |  |  | $ | 17,134   |  
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:               |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|Acquisitions of businesses, net of cash acquired    |  |                       | (137,789 | ) |                      |   |        |              |  |              |   |  |   | (137,789 | )
|Prior period acquisition adjustments                |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|Additions of property and equipmentnet             |  |                       | (1,031   | ) |                      |   | (5,933 | )            |  |              |   |  |   | (6,964   | )
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|Net cash used in investing activities               |  |                       | (138,820 | ) |                      |   | (5,933 | )            |  |              |   |  |   | (144,753 | )
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:               |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|Intercompany transfers                              |  |                       | 8,070    |   |                      |   | (8,070 | )            |  |              |   |  |   |          |  
|Stock options exercised                             |  |                       | 84       |   |                      |   |        |              |  |              |   |  |   | 84       |  
|Debt financing costs                                |  |                       | (5,707   | ) |                      |   |        |              |  |              |   |  |   | (5,707   | )
|Proceeds from issuance of long-term debt            |  |                       | 205,000  |   |                      |   |        |              |  |              |   |  |   | 205,000  |  
|Net borrowings under revolver line of credit        |  |                       | 8,000    |   |                      |   |        |              |  |              |   |  |   | 8,000    |  
|Repayments of long-term debt                        |  |                       | (77,889  | ) |                      |   |        |              |  |              |   |  |   | (77,889  | )
|Repayments of capital lease obligations             |  |                       |          |   |                      |   | (78    | )            |  |              |   |  |   | (78      | )
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|Net cash provided by (used in) financing activities |  |                       | 137,558  |   |                      |   | (8,148 | )            |  |              |  |  |   | 129,410  |  
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|INCREASE IN CASH                                    |  |                       | 975      |   |                      |   | 816    |              |  |              |   |  |   | 1,791    |  
|CASHBeginning of period                            |  |                       | 9,700    |   |                      |   | 863    |              |  |              |   |  |   | 10,563   |  
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  
|CASHEnd of period                                  |  | $                     | 10,675   |   |                      | $ | 1,679  |              |  | $            |  |  | $ | 12,354   |  
|                                                    |  |                       |          |   |                      |   |        |              |  |              |   |  |   |          |  



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|15. | SEGMENT INFORMATION
|--- | -------------------

In accordance with the
criteria of SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, the Company has determined that it operates two reportable segments: (1) residential treatment services (Residential) and
(2) opiate treatment services (Opiate). The Company has aggregated operations into two reportable segments based on the characteristics of the services provided. The reportable segments have not changed as a result of the
consummation of the Bain Merger.

Reportable segments are based upon the Companys internal organizational structure, the manner in
which the operations are managed, the criteria used by the Companys chief operating decision-maker to evaluate segment performance and the availability of separate financial information. The Companys chief operating decision-maker is its
Chief Executive Officer.

The financial information used by the Companys chief operating decision-maker includes net revenue,
operating expenses, income (loss) from operations and capital expenditures.

ResidentialThe Residential segment
specializes in the treatment of chemical dependency and other behavioral health disorders both on an inpatient, residential basis and on an outpatient basis. Services offered in this segment include: inpatient/residential care, partial/day
treatment, intensive outpatient groups, therapeutic living/half-way house environments, aftercare centers and detoxification. As of September 30, 2006, the Residential segment provided substance abuse and behavioral health services to patients
at 46 facilities located in 12 states.

OpiateThe Opiate segment provides strictly monitored medication, combined with
psychosocial rehabilitation services on an outpatient basis to aid in the treatment of opiate and narcotic addictions. As of September 30, 2006, the Opiate segment provided medication and counseling services to patients at 57 facilities
located in 18 states.

Corporate/OtherIn addition to the two reportable segments as described above, the Company
has activities classified as Corporate/Other which represent revenue and expenses associated with eGetgoing, an online internet startup and certain corporate-level operating general and administrative costs (i.e., expenses associated with the
corporate offices in Cupertino, California, which provides management, financial, human resources and information system support) and stock option-based compensation expense that are not allocated to the segments.



30



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Selected segment financial information for the Companys reportable segments were as follows
(in thousands):



|                                                                     |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|-------------------------------------------------------------------- |  | --------------------------------- | ------- | - | --------------------------------- | - | ----------- | - |  | ----------------------------- |  | - | --------------------------------- | - |  | -------------------------------- | ------ | - |  | - | ------- | -
|                                                                     |  | Successor                         |         |   |                                   |   | Predecessor |  
|                                                                     |  | ThreeMonthsEndedSeptember 30,2006 |         |   | EightMonthsEndedSeptember 30,2006 |   |             |   |  | One MonthEndedJanuary 31,2006 |  |   | ThreeMonthsEndedSeptember 30,2005 |   |  | NineMonthsEndedSeptember 30,2005 |       
|Net revenue:                                                         |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Residential                                                          |  | $                                 | 42,315  |   |                                   | $ | 106,130     |   |  |                               |  | $ | 12,693                            |   |  | $                                | 34,441 |   |  | $ | 88,741  |  
|Opiate                                                               |  |                                   | 23,136  |   |                                   |   | 59,803      |   |  |                               |  |   | 7,125                             |   |  |                                  | 21,402 |   |  |   | 62,282  |  
|Corporate/other                                                      |  |                                   | 49      |   |                                   |   | 301         |   |  |                               |  |   | 32                                |   |  |                                  | 35     |   |  |   | 54      |  
|                                                                     |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Total consolidated net revenue                                       |  | $                                 | 65,500  |   |                                   | $ | 166,234     |   |  |                               |  | $ | 19,850                            |   |  | $                                | 55,878 |   |  | $ | 151,077 |  
|                                                                     |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Operating expenses:                                                  |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Residential                                                          |  | $                                 | 30,912  |   |                                   | $ | 77,902      |   |  |                               |  | $ | 9,113                             |   |  | $                                | 24,681 |   |  | $ | 65,836  |  
|Opiate                                                               |  |                                   | 15,771  |   |                                   |   | 40,259      |   |  |                               |  |   | 4,447                             |   |  |                                  | 13,415 |   |  |   | 39,480  |  
|Corporate/other                                                      |  |                                   | 4,941   |   |                                   |   | 13,091      |   |  |                               |  |   | 44,623                            |   |  |                                  | 3,987  |   |  |   | 9,892   |  
|                                                                     |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Total consolidated operating expenses                                |  | $                                 | 51,624  |   |                                   | $ | 131,252     |   |  |                               |  | $ | 58,183                            |   |  | $                                | 42,083 |   |  | $ | 115,208 |  
|                                                                     |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Income (loss) from operations:                                       |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Residential                                                          |  | $                                 | 11,403  |   |                                   | $ | 28,228      |   |  |                               |  | $ | 3,580                             |   |  | $                                | 9,760  |   |  | $ | 22,905  |  
|Opiate                                                               |  |                                   | 7,365   |   |                                   |   | 19,544      |   |  |                               |  |   | 2,678                             |   |  |                                  | 7,987  |   |  |   | 22,802  |  
|Corporate/other                                                      |  |                                   | (4,892  | ) |                                   |   | (12,790     | ) |  |                               |  |   | (44,591                           | ) |  |                                  | (3,952 | ) |  |   | (9,838  | )
|                                                                     |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Total consolidated income (loss) from operations                     |  | $                                 | 13,876  |   |                                   | $ | 34,982      |   |  |                               |  | $ | (38,333                           | ) |  | $                                | 13,795 |   |  | $ | 35,869  |  
|                                                                     |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Income (loss) from operations before income taxes:                   |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Total consolidated income (loss) from operations                     |  | $                                 | 13,876  |   |                                   | $ | 34,982      |   |  |                               |  | $ | (38,333                           | ) |  | $                                | 13,795 |   |  | $ | 35,869  |  
|Interest expense                                                     |  |                                   | (11,214 | ) |                                   |   | (28,161     | ) |  |                               |  |   | (2,509                            | ) |  |                                  | (5,712 | ) |  |   | (13,827 | )
|Other financing costs                                                |  |                                   |        |   |                                   |   |            |   |  |                               |  |   | (10,655                           | ) |  |                                  |       |   |  |   | (2,185  | )
|Other (expense) income                                               |  |                                   | (1,481  | ) |                                   |   | 64          |   |  |                               |  |   | 60                                |   |  |                                  | 1,361  |   |  |   | 1,750   |  
|                                                                     |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Total consolidated income (loss) from operations before income taxes |  | $                                 | 1,181   |   |                                   | $ | 6,885       |   |  |                               |  | $ | (51,437                           | ) |  | $                                | 9,444  |   |  | $ | 21,607  |  
|                                                                     |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Capital expenditures:                                                |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Residential                                                          |  | $                                 | 1,509   |   |                                   | $ | 4,876       |   |  |                               |  | $ | 336                               |   |  | $                                | 2,435  |   |  | $ | 4,432   |  
|Opiate                                                               |  |                                   | 471     |   |                                   |   | 1,395       |   |  |                               |  |   | 45                                |   |  |                                  | 1,103  |   |  |   | 1,705   |  
|Corporate/other                                                      |  |                                   | 202     |   |                                   |   | 1,069       |   |  |                               |  |   | 30                                |   |  |                                  | 603    |   |  |   | 1,091   |  
|                                                                     |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  
|Total consolidated capital expenditures                              |  | $                                 | 2,182   |   |                                   | $ | 7,340       |   |  |                               |  | $ | 411                               |   |  | $                                | 4,141  |   |  | $ | 7,228   |  
|                                                                     |  |                                   |         |   |                                   |   |             |   |  |                               |  |   |                                   |   |  |                                  |        |   |  |   |         |  



|                          |  |                   |         |  |  |                  |   |        
|------------------------- |  | ----------------- | ------- |  |  | ---------------- | - | -------
|                          |  | September 30,2006 |         |  |  | December 31,2005
|                          |  | (Successor)       |         |  |  | (Predecessor)   
|Total assets:             |  |                   |         |  |  |                  |   |        
|Residential               |  | $                 | 537,170 |  |  |                  | $ | 248,794
|Opiate                    |  |                   | 333,220 |  |  |                  |   | 146,480
|Corporate/other           |  |                   | 43,456  |  |  |                  |   | 28,880 
|                          |  |                   |         |  |  |                  |   |        
|Total consolidated assets |  | $                 | 913,846 |  |  |                  | $ | 424,154
|                          |  |                   |         |  |  |                  |   |        



|16. | SUBSEQUENT EVENTS
|--- | -----------------

On September 22, 2006, the
Company signed a definitive merger agreement to acquire all of the outstanding capital stock of Aspen Education Group, Inc. (Aspen) for a cash purchase price of approximately $291.0 million (including the assumption of approximately
$8.0 million of Aspen debt obligations), which is subject to adjustment pursuant to the terms of the merger agreement. The Company intends to fund (i) the merger purchase price (ii) the paying down of approximately $29.0 million of
existing borrowings under its revolving credit facility and (iii) related transaction fees and expenses of approximately



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$12.0 million with a combination of additional senior secured term loans in the amount of approximately
$175.5 million (by amending and restating the Companys existing $243.8 million senior secured term loan facility) and to receive a capital contribution from the Group of approximately $143.0 million. The Group intends to fund a portion of such
capital contribution by entering into a payment-in-kind (PIK) senior unsecured loan in a principal amount of approximately $105.0 million (issued at 1% original issue discount for total proceeds of approximately $104.0 million). The
remainder of such capital contribution would be provided from the proceeds of the sale of the Groups equity securities to certain of its existing equity holders. The transaction is expected to close in the fourth quarter of 2006 and is subject
to closing conditions under the merger agreement and the Company receiving the proceeds of its financing to fund the transaction.

Headquartered in Cerritos, California, Aspen provides educational services to youth who have demonstrated behavioral issues that interfered with their performance in school and life. Aspen operates 32 programs in 12 states in the United
States and 1 program in the United Kingdom and its offerings include boarding schools, experiential outdoor education programs, weight-loss residential high schools and summer weight loss camps.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

The
following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes that appear elsewhere in this Quarterly Report.

Unless the context otherwise requires, in this managements discussion and analysis of financial condition and results of operations, the terms
our company, we, us, the Company and our refer (i) for periods prior to the consummation of the Transactions, to CRC Health Group, Inc. and its consolidated subsidiaries and
(ii) for periods following the consummation of the Transactions, to CRC Health Corporation and its consolidated subsidiaries following the mergers described below under The Transactions.

OVERVIEW

We are one of the leading providers of
substance abuse treatment services in the United States. We also provide treatment services for other addiction diseases and behavioral disorders such as eating disorders. We have two reporting segments: residential treatment facilities and opiate
treatment clinics. Our residential treatment division, which currently operates 28 inpatient and 18 outpatient facilities in 12 states, treats patients for addiction to alcohol and drugs and other behavioral health disorders. As of
September 30, 2006, our residential treatment division treated approximately 1,300 patients per day. Our opiate treatment division, which currently operates 57 opiate treatment clinics in 18 states, provides services to individuals addicted to
opiates, including heroin and prescription painkillers such as oxycodone. As of September 30, 2006, our opiate treatment clinics treated approximately 23,000 patients per day. Activities classified as Corporate/other represent
revenue and expenses associated with eGetgoing, an online internet startup, and general and administrative expenses (i.e., expenses associated with our corporate offices in Cupertino, California, which provides management, financial, human resource
and information system support) and stock option-based compensation expense that are not allocated to the segments.

Basis of Presentation

As a result of the Transactions on February 6, 2006, a new basis of accounting has begun. However, for accounting purposes and to
coincide with our normal financial account closing dates, we have utilized February 1, 2006 as the effective date of the Transactions. For the purpose of presenting a comparison of our 2006 results to 2005, we have presented the nine months
ended September 30, 2006 as the mathematical addition of our operating results for January 2006 (Predecessor Company) to the operating results of the eight months ended September 30, 2006 (Successor Company). This
approach is not consistent with GAAP and may yield results that are not strictly comparable on a period-to-period basis primarily due to the impact of purchase accounting entries recorded as a result of the Transactions. For purposes of this
managements discussion and analysis of financial condition and results of operations, however, management believes that it is the most meaningful way to present our results of operations for the nine months ended September 30, 2006.

The Transactions

On February 6,
2006, investment funds managed by Bain Capital Partners, LLC acquired CRC Health Group, Inc. in a merger in which CRCA Merger Corporation, a newly-organized Delaware corporation and an indirect wholly owned subsidiary of CRCA Holdings, Inc., a
newly-organized Delaware corporation controlled by investment funds managed by Bain Capital Partners, LLC, merged with and into CRC Health Group, Inc. with CRC Health Group, Inc. remaining as the surviving corporation. In connection with the
Transactions, certain members of our management elected to exchange, or roll, a portion of their pre-merger equity for an interest in CRCA Holdings, Inc. Immediately after the merger, CRC Health Corporation and eGetgoing, Inc. merged with and into
CRC Health Group Inc. with CRC Health Group, Inc. continuing as the surviving entity. Immediately thereafter, CRCA Holdings Inc. was renamed CRC Health Group, Inc. and our Predecessor Company was renamed CRC Health Corporation. Total cash
contributed was approximately $740.8 million (including acquisition and financing related fees and expenses of $27.0 million incurred by CRCA Merger Corporation). The proceeds were used to repay existing balances on a revolving line of
credit of $4.5 million, long-term debt of $254.0 million, accrued interest of $1.4 million and acquisition and financing related expense of $24.4 million incurred by the Company that were expensed in the Predecessor Company financial statements. The
proceeds were also used to pay $0.3 million related to the February and March management fees per the management agreement with an affiliate of Bain Capital Partners, LLC which was expensed in the eight months ended September 30, 2006 Successor
Company financial statements. In addition, as part of the Transactions, the Companys former stockholders, including mandatorily redeemable common and preferred stockholders, were paid $429.2 million per the merger agreement. We refer to our
acquisition by investment funds managed by Bain Capital Partners, LLC, the related mergers and the related financings as the Transactions.

The aggregate purchase price of $722.9 million plus expenses of $27.0 million incurred by CRCA Merger Corporation was financed with the term loan portion of our new senior secured credit facility of
$245.0 million, the issuance of senior



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subordinated notes of $197.0 million ($200.0 million aggregate principal amount, less $3.0 million of original
issue discount), a borrowing under the revolving portion of our new senior secured credit facility of $4.3 million, cash equity investments by investment funds managed by Bain Capital Partners, LLC of $294.5 million and rollover equity
investments by certain members of our management of $9.1 million.

The purchase consideration was fixed at the date of the acquisition
and there were no adjustments that would result in change in the overall purchase price.

As a result of the acquisition, investment funds
managed by Bain Capital Partners, LLC received unilateral control of the Company. Consequently, the acquisition was accounted for as a change in accounting basis in a successor company (CRC Health Corporation). Equity roll over of $9.1 million
from certain members of our management was recorded at the stockholders predecessor basis, which is zero for accounting purposes, in accordance with Financial Accounting Standards Board Emerging Issues Task Force (EITF) Issue
No. 88-16, Basis in Leveraged Buyout Transactions.

The acquisition was accounted for as a purchase in accordance with
Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations. Under purchase accounting, the purchase consideration was allocated to our assets and liabilities based on their relative fair values. The
consideration remaining was allocated to our intangibles with finite lives and is being amortized over that life, as well as to goodwill and identifiable intangibles with indefinite lives, which will be evaluated on at least an annual basis to
determine impairment and adjusted accordingly.

As required by our new senior secured credit agreement, we entered into an interest rate
swap agreement on February 28, 2006 to provide for interest protection for an initial notional amount of $115.0 million declining to $10.0 million at the end of the term. The effective date of the swap agreement was March 31, 2006 and the
termination date is March 31, 2011. Under the interest rate swap, we receive an interest rate equal to the 3-month LIBOR rate. In exchange, we pay a fixed rate of 4.99% on the notional amount.

Acquisitions

2006 Acquisitions

In the nine months ended September 30, 2006, we completed five acquisitions and paid approximately $36.6 million in cash, including acquisition
related expenses. These acquisitions are intended to expand our range of services into new geographic regions in the United States. In addition, they contribute to the continued building of a nationwide network of behavioral health facilities
operated by us.

2005 Acquisitions

In
May 2005, we acquired substantially all of the assets of Sierra Tucson for approximately $132.1 million, including acquisition related expenses of $2.7 million, and assumed certain of its liabilities. Sierra Tucson was a 91-bed residential treatment
facility (at the time of acquisition) and is located outside Tucson, Arizona.

In 2005, in addition, to the acquisition of Sierra Tucson,
we completed four other acquisitions for which we paid approximately $16.5 million in cash, including acquisition related expenses.

SUMMARY

We generate revenue by providing treatment services to patients in both inpatient and outpatient settings. Revenue is recognized when
treatment services are provided to a patient. During the three and nine months ended September 30, 2006, we generated 79% of our net revenue from non-governmental sources, including 58% from self payors and 21% from commercial payors,
respectively. During the corresponding period in 2005, revenue from Sierra Tucson is only included following the date of acquisition on May 11, 2005. Sierra Tucson generates effectively all of its revenue from self payors. Substantially all of
our government program net revenue was received from multiple counties and states under Medicaid and similar programs.

In accordance with
SFAS No. 141, Business Combinations, consolidated unearned revenue of $3.5 million was recorded at fair value on February 6, 2006, the date of the closing of the Transactions. Accordingly, $1.5 million of profit ($1.4 million and
$0.1 million, relating to our residential treatment division and our opiate treatment division, respectively) associated with the unearned revenue was not carried forward and was not recognized as revenue by us during the eight months ended
September 30, 2006. In addition, $0.1 million of profit associated with the 2006 acquisitions was not carried forward and was not recognized in the three and eight months ended September 30, 2006. Also, $0.5 million of profit associated
with the unearned revenue from the Sierra Tucson acquisition was not carried forward and was not recognized by us during the nine months ended September 30, 2005. We refer to these adjustments as unearned revenue adjustment. All
amounts presented herein include the unearned revenue adjustment, except as otherwise noted.



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During the three and nine months ended September 30, 2006, our consolidated same-facility net
revenue increased by 8.8% and 8.3%, respectively, compared to the same periods in the prior year. Same-facility refers to the comparison of each facility owned during 2005 with the results for the comparable period in 2006.

Our operating expenses include salaries and benefits, supplies, facilities and other operating costs, provision for doubtful accounts, depreciation
and amortization and acquisition related costs. Operating expenses for our residential treatment and opiate treatment divisions exclude corporate level general and administrative costs (i.e., expenses associated with our corporate offices in
Cupertino, California, which provide management, financial, human resources and information systems support), stock option-based compensation expense and expenses associated with eGetgoing.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The
accompanying discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the
United States of America (GAAP). We have based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Our senior management has reviewed our critical accounting policies and their application in the preparation of our financial statements and
related disclosures and discussed the development, selection and disclosure of significant estimates. To the extent that actual results differ from those estimates, our future results of operations may be affected. Management believes that other
than the adoption of SFAS No. 123 (revised 2004), Share-Based Payment(SFAS 123(R)), there have not been any significant changes during the nine months ended September 30, 2006 to the items that we have previously
reported in our critical accounting policies in managements discussion and analysis of financial condition and results of operations for the year ended December 31, 2005.

We adopted the provisions of SFAS 123(R) using the prospective transition method on January 1, 2006 and therefore have not restated results for
prior periods. During the three and nine months ended September 30, 2006, we recorded stock option-based compensation expense of $1.0 million and $2.6 million, respectively, in accordance with SFAS 123(R). On February 6, 2006, after the
consummation of the Transactions, our parent company, (CRC Health Group, Inc, the Group) adopted the 2006 Management Incentive Plan (the Management Plan) and the 2006 Executive Incentive Plan (the Executive Plan)
and collectively, the (Plans). The current period stock-based compensation recognized is based on the amortization of the fair value of stock options as determined on their date of grant using a Black-Scholes option valuation model for
Management Plan grants and tranches 1 and 3 of Executive Plan grants. We used the Monte Carlo simulation approach to a binominal pricing model to determine fair value of tranche 2 of Executive Plan grants. The estimate of fair value of the granted
awards is based upon certain assumptions including probability of achievement of market conditions in the executive awards, stock price volatility, risk-free interest rate, dividend yield, expected life in years and forfeiture rate.

We made the following assumptions in our use of the above models:



| |  |  | Stock price was simulated over a ten year period using a binomial pricing model. Expected volatility of 56.6% and 56.5% was utilized for the units granted in each of the respective
periods and was based on historical volatility of comparable public companies for periods corresponding to effective lives for the plans.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We utilized the risk-free rate of 4.85% and 4.81% in our models for the units granted in each of the respective periods. The risk-free rate is based on a yield of a constant
maturity U.S. Treasury security with a term equal to the expected term of the options.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No dividends would be paid over the option term.
| | - |  | ------------------------------------------------



| |  |  | For the Management Plan and tranches 1 and 3 of the Executive Plan, we used an expected vesting term of five years; and for tranche 2 of the Executive Plan, we used an expected
vesting term of 6.25 and 5.84 years, which is the derived service period is based on Monte Carlo simulation for the units granted in each of the respective periods.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Forfeiture rate is 5% each year over the effective vesting period.
| | - |  | ------------------------------------------------------------------

The assumptions used in calculating the fair value of share-based payment awards represent managements best estimates, but these estimates involve inherent uncertainties and the application of management
judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.



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RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in
Current Year Financial Statements(SAB 108), which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. SAB
No. 108 is effective for material errors in existence at the beginning of the first fiscal year ended after November 15, 2006, with earlier adoption encouraged. We are required to adopt SAB 108 on January 1, 2007. We are currently
evaluating the effect of the adoption of SAB 108 will have on our financial statements.

In September 2006, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally
accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute; however SFAS 157 does not apply to SFAS 123(R). SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. We are required to adopt SFAS 157 on January 1, 2008. We are currently evaluating the effect of the adoption of SFAS 157 will have on our financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement
No. 109 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48
prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We are required to adopt FIN 48 on January 1, 2007. We are currently evaluating the
effect of the adoption of FIN 48 will have on our financial statements.



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RESULTS OF OPERATIONS

The following table illustrates our results of operations by segment for the three and nine months ended September 30, 2006 and 2005 (dollars in thousands, except for percentages; percentages are calculated as
percentage of total net revenue).



|                                                  |  |                                  |         |   |                                 |       |   |      |   |        |   |  |       |      |  |   |         |   |  |       |   |  |   |         |   |  |       |  
|------------------------------------------------- |  | -------------------------------- | ------- | - | ------------------------------- | ----- | - | ---- | - | ------ | - |  | ----- | ---- |  | - | ------- | - |  | ----- | - |  | - | ------- | - |  | ----- | -
|                                                  |  | Three Months Ended September 30, |         |   | Nine Months Ended September 30, |      
|                                                  |  | 2006                             |         |   | %                               |       |   | 2005 |   |        | % |  |       | 2006 |  |   | %       |   |  | 2005  |   |  | % |        
|Net revenue:                                      |  |                                  |         |   |                                 |       |   |      |   |        |   |  |       |      |  |   |         |   |  |       |   |  |   |         |   |  |       |  
|Residential treatment                             |  | $                                | 42,315  |   |                                 | 64.6  | % |      | $ | 34,441 |   |  | 61.6  | %    |  | $ | 118,823 |   |  | 63.8  | % |  | $ | 88,741  |   |  | 58.7  | %
|Opiate treatment                                  |  |                                  | 23,136  |   |                                 | 35.3  | % |      |   | 21,402 |   |  | 38.3  | %    |  |   | 66,928  |   |  | 36.0  | % |  |   | 62,282  |   |  | 41.2  | %
|Corporate / other                                 |  |                                  | 49      |   |                                 | 0.1   | % |      |   | 35     |   |  | 0.1   | %    |  |   | 333     |   |  | 0.2   | % |  |   | 54      |   |  | 0.1   | %
|                                                  |  |                                  |         |   |                                 |       |   |      |   |        |   |  |       |      |  |   |         |   |  |       |   |  |   |         |   |  |       |  
|Net revenue                                       |  |                                  | 65,500  |   |                                 | 100.0 | % |      |   | 55,878 |   |  | 100.0 | %    |  |   | 186,084 |   |  | 100.0 | % |  |   | 151,077 |   |  | 100.0 | %
|Operating expenses:                               |  |                                  |         |   |                                 |       |   |      |   |        |   |  |       |      |  |   |         |   |  |       |   |  |   |         |   |  |       |  
|Residential treatment                             |  |                                  | 30,912  |   |                                 | 47.2  | % |      |   | 24,681 |   |  | 44.2  | %    |  |   | 87,015  |   |  | 46.8  | % |  |   | 65,836  |   |  | 43.6  | %
|Opiate treatment                                  |  |                                  | 15,771  |   |                                 | 24.1  | % |      |   | 13,415 |   |  | 24.0  | %    |  |   | 44,706  |   |  | 24.0  | % |  |   | 39,480  |   |  | 26.1  | %
|Corporate / other                                 |  |                                  | 4,941   |   |                                 | 7.5   | % |      |   | 3,987  |   |  | 7.1   | %    |  |   | 57,714  |   |  | 31.0  | % |  |   | 9,892   |   |  | 6.6   | %
|                                                  |  |                                  |         |   |                                 |       |   |      |   |        |   |  |       |      |  |   |         |   |  |       |   |  |   |         |   |  |       |  
|Total operating expenses                          |  |                                  | 51,624  |   |                                 | 78.8  | % |      |   | 42,083 |   |  | 75.3  | %    |  |   | 189,435 |   |  | 101.8 | % |  |   | 115,208 |   |  | 76.3  | %
|Income (loss) from operations:                    |  |                                  |         |   |                                 |       |   |      |   |        |   |  |       |      |  |   |         |   |  |       |   |  |   |         |   |  |       |  
|Residential treatment                             |  |                                  | 11,403  |   |                                 | 17.4  | % |      |   | 9,760  |   |  | 17.4  | %    |  |   | 31,808  |   |  | 17.0  | % |  |   | 22,905  |   |  | 15.1  | %
|Opiate treatment                                  |  |                                  | 7,365   |   |                                 | 11.2  | % |      |   | 7,987  |   |  | 14.3  | %    |  |   | 22,222  |   |  | 12.0  | % |  |   | 22,802  |   |  | 15.1  | %
|Corporate / other                                 |  |                                  | (4,892  | ) |                                 | -7.4  | % |      |   | (3,952 | ) |  | -7.0  | %    |  |   | (57,381 | ) |  | -30.8 | % |  |   | (9,838  | ) |  | -6.5  | %
|                                                  |  |                                  |         |   |                                 |       |   |      |   |        |   |  |       |      |  |   |         |   |  |       |   |  |   |         |   |  |       |  
|Income (loss) from operations                     |  |                                  | 13,876  |   |                                 | 21.2  | % |      |   | 13,795 |   |  | 24.7  | %    |  |   | (3,351  | ) |  | -1.8  | % |  |   | 35,869  |   |  | 23.7  | %
|Other (expense) income                            |  |                                  | (1,481  | ) |                                 |       |   |      |   | 1,361  |   |  |       |      |  |   | 124     |   |  |       |   |  |   | 1,750   |   |  |       |  
|Interest expense                                  |  |                                  | (11,214 | ) |                                 |       |   |      |   | (5,712 | ) |  |       |      |  |   | (30,670 | ) |  |       |   |  |   | (13,827 | ) |  |       |  
|Other financing costs                             |  |                                  |        |   |                                 |       |   |      |   |       |   |  |       |      |  |   | (10,655 | ) |  |       |   |  |   | (2,185  | ) |  |       |  
|                                                  |  |                                  |         |   |                                 |       |   |      |   |        |   |  |       |      |  |   |         |   |  |       |   |  |   |         |   |  |       |  
|Income (loss) from operations before income taxes |  |                                  | 1,181   |   |                                 |       |   |      |   | 9,444  |   |  |       |      |  |   | (44,552 | ) |  |       |   |  |   | 21,607  |   |  |       |  
|Income tax expense (benefit)                      |  |                                  | 742     |   |                                 |       |   |      |   | 3,434  |   |  |       |      |  |   | (8,750  | ) |  |       |   |  |   | 8,459   |   |  |       |  
|                                                  |  |                                  |         |   |                                 |       |   |      |   |        |   |  |       |      |  |   |         |   |  |       |   |  |   |         |   |  |       |  
|Net income (loss)                                 |  | $                                | 439     |   |                                 |       |   |      | $ | 6,010  |   |  |       |      |  | $ | (35,802 | ) |  |       |   |  | $ | 13,148  |   |  |       |  
|                                                  |  |                                  |         |   |                                 |       |   |      |   |        |   |  |       |      |  |   |         |   |  |       |   |  |   |         |   |  |       |  



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Quarter Ended September 30, 2006 Compared to Quarter Ended September 30, 2005

Consolidated net revenue increased $9.6 million, or 17.2%, to $65.5 million in the quarter ended September 30, 2006 from $55.9 million in the quarter
ended September 30, 2005. Excluding the one time effect of the unearned revenue adjustment, our consolidated net revenue increased $9.7 million, or 17.3%, in the quarter ended September 30, 2006. The increase in consolidated net
revenue of $9.6 million was primarily attributable to an increase of $7.9 million, or 22.9%, in residential treatment net revenue and an increase of $1.7 million, or 8.1%, in opiate treatment net revenue. The growth in residential treatment net
revenue was in part attributable to a $4.0 million, or 11.8%, increase in same-facility net revenue, and an increase of $3.9 million that relates to the 2005 and 2006 acquisitions that were not included in the quarter ended September 30, 2005.
Our same-facility residential growth was driven in part by a 6.5% increase in patient census and a 4.9% increase in revenue per patient day. Opiate treatment same-facility net revenue increased by 3.9% in the quarter ended September 30, 2006.
This increase was primarily attributable to an increase in the number of patients receiving treatment at our opiate treatment clinics. On a same-facility basis, opiate treatment clinic census increased 4.8% from an average daily census of 20,701 in
the third quarter of 2005 to an average daily census of 21,699 in the third quarter of 2006.

Consolidated operating expenses increased
$9.5 million, or 22.7%, to $51.6 million in the quarter ended September 30, 2006 from $42.1 million in the quarter ended September 30, 2005. Of the $9.5 million increase, $1.2 million was attributable to an increase in depreciation
and amortization of intangibles expense in the third quarter of 2006 resulting primarily from an increase in the fair value of our assets recorded in connection with the Transactions. In addition, the consolidated operating expense increase was
attributable to an increase of $4.3 million, or 17.7%, in residential treatment operating expenses and an increase of $1.6 million, or 13.8%, in opiate treatment operating expenses before divisional administration expenses. Divisional administration
expenses increased $1.9 million, or 319.7%, in our residential treatment division and increased $0.8 million, or 48.3%, in our opiate treatment division. The increase of $4.3 million in residential treatment operating expenses was attributable to a
$3.1 million increase in expenses resulting from the 2005 and 2006 acquisitions and in part attributable to a $1.0 million, or 4.2%, same-facility increase in operating expenses. The increase in opiate treatment operating expenses was attributable
to same-facility growth ($0.9 million, or an 8.5% increase) and to operating expenses of start-up facilities ($0.6 million, or an 81.2% increase). Corporate/other expenses increased $0.9 million, or 23.6%. Expressed as a percentage of
consolidated net revenue, corporate/other expenses increased to 7.5% in 2006 compared to 7.2% in 2005. The increase in corporate/other expenses was primarily attributable to a non-cash charge of $1.0 million relating to stock option-based
compensation expense (not recognized in 2005). Excluding this charge, corporate/other expenses would have been 6.0% of consolidated net revenue in the third quarter of 2006.

Our consolidated operating margins declined to 21.2% in the quarter ended September 30, 2006 from 24.7% in the quarter ended September 30,
2005, due to an increase of $1.2 million in depreciation and amortization of intangibles expense in the third quarter of 2006 resulting primarily from an increase in the fair value of our assets recorded in connection with the Transactions and a
non-cash charge of $1.0 million relating to stock option-based compensation expense. The increase in residential treatment same-facility income from operations before divisional administrative expenses was $3.0 million, or 29.6%, in the third
quarter of 2006 compared to the third quarter of 2005. Our opiate treatment same-facility income from operations before divisional administrative expenses decreased slightly by $0.1 million, or 1.3%, in the third quarter of 2006 compared to the
third quarter of 2005.

Consolidated income from operations increased $0.1 million, or 0.6%, in the third quarter of 2006 compared to the
third quarter of 2005, primarily due to the increase in revenue. Other income decreased by $2.8 million in 2006 due primarily to a non-cash loss of $1.5 million recognized on the fair value of our interest rate swap in the third quarter of 2006
compared to a non-cash gain of $1.4 million recognized in the third quarter of 2005. Interest expense and other financing costs increased $5.5 million, or 96.3%, to $11.2 million in 2006 from $5.7 million in 2005. This increase was mainly
attributable to the issuance of new senior and subordinated debt related to the Transactions. Income tax expense decreased by $2.7 million in the third quarter of 2006 compared to the third quarter of 2005. The effective tax rate increased from
36.4% for 2005 to 62.8% for 2006. We determine income tax expense for interim periods by applying the use of the full years estimated effective tax rate in financial statements for interim periods. The effective tax rate for the third quarter
of 2006 was impacted by an additional tax expense of $0.2 million resulting from the true-up of actual to estimated state tax rate used in the effective tax rate calculation. In addition, the effective tax rate increase relates primarily to the tax
benefit recognized in January 2006 attributable to deduction of one-time costs. Such one-time deductions include: payments for stock options and management bonuses, sellers fees paid at the closing of the Transactions and write-offs of debt
discount and capitalized financing costs. Excluding such one-time deductions, the effective tax rate for the third quarter of 2006 would have been 40.6%.



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Nine Months Ended September 30, 2006 Compared to Nine Months Ended September 30, 2005

Consolidated net revenue increased $35.0 million, or 23.2%, to $186.1 million in the nine months ended September 30, 2006 from $151.1 million in the
nine months ended September 30, 2005. Excluding the one time effect of the unearned revenue adjustment, our consolidated net revenue increased $36.1 million, or 23.8%, in the nine months ended September 30, 2006. The increase in
consolidated net revenue of $35.0 million was primarily attributable to an increase of $30.1 million, or 33.9%, in residential treatment net revenue, and, to a lesser extent, an increase of $4.6 million, or 7.5%, in opiate treatment net revenue. The
growth in residential treatment net revenue was mainly attributable to the $14.5 million increase in revenue generated by Sierra Tucson and $6.2 million increase resulting from the 2005 and 2006 acquisitions other than Sierra Tucson, including
unearned revenue adjustment that were not included in the nine months ended September 30, 2005. In addition, residential treatment revenue growth was partly attributable to a $9.1 million, or 10.6%, increase in same-facility net revenue due to
6.8% increase in patient census and a 3.6% increase in revenue per patient day. Opiate treatment same-facility net revenue increased 4.9%. This increase was primarily attributable to an increase in the number of patients receiving treatment at our
opiate treatment clinics. On a same-facility basis, opiate treatment clinic census increased 4.4% from an average daily census of 20,314 in the nine months ended September 30, 2005 to an average daily census of 21,200 in the nine months ended
September 30, 2006.

Consolidated operating expenses increased $74.2 million, or 64.4%, to $189.4 million in the nine months ended
September 30, 2006 from $115.2 million in the nine months ended September 30, 2005. Of the $74.2 million increase, $4.0 million was attributable to an increase in depreciation and amortization of intangibles expense in the nine months
ended September 30, 2006 resulting from an increase in the fair value of our assets recorded in connection with the Transactions. In addition, the increase was attributable to an increase of $17.3 million, or 26.9%, in residential treatment
operating expenses and an increase of $3.7 million, or 10.7%, in opiate treatment operating expenses before divisional administration expenses. Divisional administration expenses increased $3.8 million, or 274.8%, in our residential treatment
division and increased $1.6 million, or 32.9%, in our opiate treatment division. The increase of $17.3 million in residential treatment operating expenses was attributable to a $13.1 million increase in expenses resulting from the 2005 and 2006
acquisitions and a $4.2 million, or 6.7%, same-facility increase in operating expenses. The increase in opiate treatment operating expenses was attributable to same-facility growth ($2.6 million, or a 7.9% increase) and to operating expenses of
start-up facilities ($1.1 million, or a 55.8% increase). Corporate/other expenses increased $47.8 million, or 483.4%. Expressed as a percentage of consolidated net revenue, corporate/other expenses increased to 31.0% in 2006 compared to 6.6% in
2005. The increase in corporate/other expenses was primarily attributable to one-time expenses of $43.7 million related to the Transactions and a non-cash charge of $2.6 million relating to stock option-based employee compensation expense
(not recognized in 2005). Excluding one-time expenses related to the Transactions and the non-cash charge, corporate/other expenses would have been 6.1% of consolidated net revenue in 2006.

Our consolidated operating margins declined to -1.8% in the nine months ended September 30, 2006 from 23.7% in the nine months ended
September 30, 2005, due primarily to one-time expenses of $43.7 million related to the Transactions, a $4.0 million increase in depreciation and amortization of intangibles expense in the nine months ended September 30, 2006 resulting
primarily from an increase in the fair value of our assets recorded in connection with the Transactions and a non-cash charge of $2.6 million relating to stock option-based employee compensation expense. Excluding the one-time expense related to the
Transactions, additional depreciation and amortization of intangibles expense and the non-cash charge, our consolidated operating margins would have been 25.2% in the nine months ended September 30, 2006, compared to the consolidated operating
margin of 23.7% in the nine months ended September 30, 2005. The increase in residential treatment same-facility income from operations before divisional administrative expenses was $4.9 million, or 21.4%, in 2006 compared to 2005. Our opiate
treatment same-facility income from operations before divisional administrative expenses increased $0.4 million, or 1.5%, in 2006 compared to 2005.

Consolidated income (loss) from operations decreased by $39.2 million in the nine months ended September 30, 2006 compared to the nine months ended September 30, 2005, primarily due to the above factors. Other expense decreased
$1.6 million in 2006 due primarily to a gain of $1.2 million recognized on the fair value of our interest rate swap in the nine months ended September 30, 2005. Interest expense and other financing costs increased $25.3 million, or 158.1%, to
$41.3 million in 2006 from $16.0 million in 2005. This increase was mainly attributable to the issuance of new senior and subordinated debt related to the Transactions and to the write-off of debt discount and unamortized capitalized financing costs
in the amount of $10.6 million from prior senior and subordinated debt that was refinanced as part of the Transactions. Income tax expense (benefit) decreased $17.2 million to a benefit of $8.8 million in 2006 from a $8.5 million expense in 2005 due
to the loss incurred in 2006 due primarily to one-time expenses of $43.7 million related to the Transactions. The effective tax rate was 39.2% in the nine months ended September 30, 2005 compared to a tax benefit of 19.6% in the nine months
ended September 30, 2006. The effective tax rate reduction relates primarily to the deduction of one-time costs in January 2006. Such one-time deductions include: payments for stock options and management bonuses, sellers fees paid at the
closing of the Transactions and write-offs of debt discount and capitalized financing costs. Excluding such one-time deductions, the effective tax rate for 2006 would have been 40.6%.



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LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity for operating activities are payments from self pay patients, commercial payors and government programs for treatment services. We receive most of our cash from self payors in
advance or upon completion of treatment. Cash revenue from commercial payors and government programs is typically received upon the collection of accounts receivable, which are generated upon delivery of treatment services.

Working Capital

Working capital is defined as total
current assets, including cash, less total current liabilities, including the current portion of long-term debt.

We had negative working
capital of $16.6 million at September 30, 2006, compared to working capital of $2.3 million at December 31, 2005. The decrease in working capital from December 31, 2005 to September 30, 2006 was primarily attributable to increase
in the current portion of long-term debt of $22.9 million resulting from $32.0 million of borrowings in the nine months ended September 30, 2006 under the revolving line of credit, which were used to finance the three acquisitions that closed
in the third quarter of 2006. In addition, a net increase in income tax receivable of $8.6 million (an increase in income tax receivable of $5.2 million and a decrease in income tax payable of $3.4 million) partially offset the decrease in working
capital. The increase in income tax receivable resulted from a pre-tax book loss in the nine months ended September 30, 2006 due to charges to the Predecessor Company statement of operations in January 2006 in connection with the Transactions.
Such charges included: write-offs of discount on debt and capitalized financing costs, accrual for payment of stock options and management bonuses and accrual for payment of sellers fees.

Sources and Uses of Cash



|                                                    |  |                                 |          |   |      |   |          |  
|--------------------------------------------------- |  | ------------------------------- | -------- | - | ---- | - | -------- | -
|                                                    |  | Nine Months Ended September 30, |         
|                                                    |  | 2006                            |          |   | 2005 |  
|                                                    |  | (In thousands)                  |         
|Net cash (used in) provided by operating activities |  | $                               | (5,145   | ) |      | $ | 17,134   |  
|Net cash used in investing activities               |  |                                 | (473,261 | ) |      |   | (144,753 | )
|Net cash provided by financing activities           |  |                                 | 474,922  |   |      |   | 129,409  |  
|                                                    |  |                                 |          |   |      |   |          |  
|Net (decrease) increase in cash                     |  | $                               | (3,484   | ) |      | $ | 1,790    |  
|                                                    |  |                                 |          |   |      |   |          |  

Cash used in operating activities was $5.1 million in the nine months ended September 30,
2006, compared to cash provided by operating activities of $17.1 million in the nine months ended September 30, 2005. The $22.0 million decrease in cash flows from operating activities was primarily due to the net loss in the January 2006
Predecessor Company statement of operations resulting from one-time acquisition related expenses incurred in connection with the Transactions and higher working capital needs in the nine months ended September 30, 2006 compared to the same
period in 2005.

Cash used in investing activities was $473.3 million in the nine months ended September 30, 2006, compared to $144.8
million in the nine months ended September 30, 2005. The increase in the cash used for investing activities during the nine months ended September 30, 2006 was due primarily to the payment of the purchase price to former shareholders in
connection with the Transactions. This increase was partially offset by a decrease in cash spent for the acquisition of businesses in the nine months ended September 30, 2006 compared to the same period in 2005.

Cash provided by financing activities was $474.9 million in the nine months ended September 30, 2006, compared to $129.4 million in the nine months
ended September 30, 2005. The increase of $345.5 million was due primarily to an equity contribution of $294.5 million from investment funds managed by Bain Capital Partners, LLC. In addition, the increase in net issuances of long-term debt of
$209.3 million in the nine months ended September 30, 2006 compared to $135.1 million in the nine months ended September 30, 2005 contributed to the overall increase.

Financing and Liquidity

We intend to fund our ongoing operations through cash generated by
operations, funds available under the revolving portion of our new senior secured credit facility and existing cash and cash equivalents. As of September 30, 2006, our senior secured credit facility is comprised of a $243.8 million senior
secured term loan facility and a $100.0 million revolving credit facility, of which $32.0 million was drawn in the third quarter of 2006 and subsequently $3.0 million was paid as of October 30, 2006. In addition, the revolving credit facility
had approximately $3.2 million of letters of credit issued and outstanding. As part of the Transactions, we issued $200.0 million in aggregate principal amount of senior subordinated notes. We



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anticipate that cash generated by current operations, the remaining funds available under the revolving portion of our
new senior secured credit facility and existing cash and cash equivalents will be sufficient to meet working capital requirements, service our debt and finance capital expenditures over the next twelve months.

In addition, we may expand existing residential treatment and opiate treatment facilities and build or acquire new facilities. Management continually
assesses our capital needs and will likely seek additional financing, including debt or equity, to fund potential acquisitions or for other corporate purposes. In negotiating such financing, there can be no assurance that we will be able to raise
additional capital on terms satisfactory to us. Failure to obtain additional financing on reasonable terms could have a negative effect on our plans to acquire additional residential treatment facilities and opiate treatment clinics. Our
non-expansion capital expenditures are approximately $4.0 to $5.0 million per year. We expect to spend an additional $20.0 to $25.0 million over the next 18 to 24 months and a total of $35.0 to $40.0 million over the next five years for expansion
projects, systems upgrades and other related initiatives.

Under the terms of our borrowing arrangements, we are required to comply with
various covenants, including the maintenance of certain financial ratios. As of September 30, 2006, we are in compliance with all such covenants.

Funding Commitments

On September 22, 2006, we signed a definitive merger agreement to acquire all of the outstanding
capital stock of Aspen Education Group, Inc. (Aspen) for a cash purchase price of approximately $291.0 million (including the assumption of approximately $8.0 million of Aspen debt obligations), which is subject to adjustment
pursuant to the terms of the merger agreement. We intend to fund (i) the merger purchase price (ii) the paying down of approximately $29.0 million of our existing borrowings under our revolving credit facility and (iii) related
transaction fees and expenses of approximately $12.0 million with a combination of additional senior secured term loans in the amount of approximately $175.5 million (by amending and restating our existing $243.8 million senior secured term loan
facility) and through the receipt of a capital contribution from the Group of approximately $143.0 million. The Group intends to fund a portion of such capital contribution by entering into a payment-in-kind (PIK) senior unsecured loan
in a principal amount of approximately $105.0 million (issued at 1% original issue discount for total proceeds of approximately $104.0 million). The remainder of such capital contribution would be provided from the proceeds of the sale of
Groups equity securities to certain of its existing equity holders. The transaction is expected to close in the fourth quarter of 2006 and is subject to closing conditions under the merger agreement and us receiving the proceeds from financing
to fund the transaction.

Headquartered in Cerritos, California, Aspen provides educational services to youth who have demonstrated
behavioral issues that interfered with their performance in school and life. Aspen operates 32 programs in 12 states in the United States and 1 program in the United Kingdom and its offerings include boarding schools, experiential outdoor education
programs, weight-loss residential high schools and summer weight loss camps.

In connection with our 4therapy acquisition in October 2005,
we are obligated to make certain payments in the amount of up to $1.8 million in the first year and up to $2.0 million in the second year if 4therapy meets certain performance milestones in the first and second year after closing. In the third
quarter of 2006, 4therapy met the first year performance milestones and as a result we expect to make a payment of $1.8 million in the fourth quarter of 2006. As of November 10, 2006, the Company has not incurred a liability associated with the
second year performance milestones.

With the exception of our new senior secured credit facility of $245.0 million and the issuance of
$200.0 million aggregate principal amount of senior subordinated notes, both of which were issued in connection with the Transactions and which were reflected in the Obligations and Commitments table included in our registration statement, there
have been no other material changes in our contractual long-term debt obligations and operating lease obligations in the three and nine months ended September 30, 2006.

Risk Factors

Set forth below and elsewhere in this report and in other documents we have filed and
will file with the SEC are risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this Quarterly Report.

Impact of Inflation and Economic Trends

Although
inflation has not had a material impact on our results of operations, the healthcare industry is very labor intensive and salaries and benefits are subject to inflationary pressures. Some of our facilities are experiencing the effects of



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the tight labor market, including a shortage of counselors and nurses, which has caused and may continue to cause an
increase in our salaries, wages and benefits expense in excess of the inflation rate. Our ability to pass on increased costs associated with providing services to our patients may be, in some cases, may be limited.

Our facilities may be negatively impacted to the extent adverse economic conditions result in decreased reimbursements by federal or state governments or
managed care payors. Furthermore, facilities such as Sierra Tucson that have a high proportion of private pay patients are more likely to be affected by periods of recession.

If federal or state healthcare programs, managed care organizations and other third-party payors reduce their reimbursement rates for services provided, our revenue and profitability may decline.

Government healthcare programs, managed care organizations and other third-party payors pay for the services we provide to some of our patients. If any of
these entities reduce their reimbursement rates, or elect not to cover some or all of our services, our revenue and profitability may decline.

For the year ended December 31, 2005, we derived approximately 25% of our revenue from government programs and 75% of our revenue from non-government payors such as managed care organizations, private health insurance programs and
labor unions. Government payors, such as Medicaid and Medicare, generally reimburse us on a fee-for-service basis based on predetermined reimbursement rate schedules. As a result of these reimbursement schedules, we are limited in the amount we can
record as revenue for our services from these government programs. If our costs to provide our services increase, we typically will not be able to recover these costs from government payors. In addition, the federal government and many state
governments are operating under significant budgetary pressures, and they may seek to reduce payments under their Medicaid programs for services such as those we provide. They also tend to pay on a slower schedule. Thus, while 25% of our revenue for
the year ended December 31, 2005 was attributable to governmental payors, such payors accounted for 40% of our accounts receivable as of December 31, 2005. Therefore, if governmental entities reduce the amounts they will pay for our
services, or if they elect not to continue paying for such services altogether, our revenue and profitability may decline. In addition, if governmental entities slow their payment cycles, our cash flow from operations could be negatively affected.

Commercial payors such as managed care organizations, private health insurance programs and labor unions generally reimburse us for the
services rendered to insured patients based upon contractually determined rates. These commercial payors are under significant pressure to control healthcare costs. In addition to limiting the amounts they will pay for the services we provide their
members, commercial payors may, among other things, impose prior authorization and concurrent utilization review programs that may further limit the services for which they will pay and shift patients to lower levels of care and reimbursement. These
actions may reduce the amount of revenue we derive from commercial payors.

We derive a significant portion of our revenue from key treatment facilities
that are located in Pennsylvania, California, Arizona, Indiana and West Virginia, which makes us particularly sensitive to regulatory and economic conditions in those states.

For the year ended December 31, 2005, our Pennsylvania facilities accounted for approximately 22% of our total revenue, our California facilities
accounted for approximately 12% of our total revenue, our Arizona facilities accounted for approximately 10% of our total revenue, our Indiana facilities accounted for approximately 10% of our total revenue and our West Virginia facilities accounted
for approximately 9% of our total revenue. We estimate that our Sierra Tucson facility, which we acquired in May 2005, would have increased the percentage related to our facilities located in Arizona to approximately 15% of our total revenue had we
owned Sierra Tucson since the beginning of the year ended December 31, 2005. If our treatment facilities in these states are adversely affected by changes in regulatory and economic conditions, our revenue and profitability may decline.

If Pennsylvania government funds for the services we provide are reduced or unavailable, our revenue and profitability may be negatively impacted.

For the year ended December 31, 2005, we derived approximately 15% of our revenue from government programs funded by the
Commonwealth of Pennsylvania. Similar to other states, Pennsylvania prepares its budget on an annual basis under significant cost pressures and budgetary approval can be subject to the unpredictability of the political process. Our revenues and
operating results could be harmed by any reduction or delay in reimbursement by the Commonwealth of Pennsylvania for services we provide to patients covered by state-funded programs.



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We may have difficulty operating and integrating treatment facilities that we acquire. This may disrupt our business
and increase our costs and harm our operating results.

In 2003, we acquired nine residential facilities and 24 opiate treatment clinics
and in 2004, we acquired one residential facility. In 2005, we acquired three residential facilities and one opiate treatment clinic. In the nine months ended September 30, 2006, we acquired six residential facilities and five opiate treatment
clinics. Additional acquisitions, including the acquisition of Aspen, which will be our largest acquisition to date, would expose us to additional business and operating risk and uncertainties, including risks related to our ability to:



| |  |  | integrate operations and personnel at acquired facilities;
| | - |  | ----------------------------------------------------------



| |  |  | retain key management and healthcare professional personnel;
| | - |  | ------------------------------------------------------------



| |  |  | maintain and attract patients to acquired facilities;
| | - |  | -----------------------------------------------------



| |  |  | manage our exposure to unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | realize our investment return on acquisitions.
| | - |  | ----------------------------------------------

Integration efforts can require spending substantial resources on projects, such as implementing consistent billing, payroll and information technology systems, instituting standard policies and procedures and re-training staff from the
acquired businesses to conform to our service philosophy and internal compliance procedures. Furthermore, integrating an acquired treatment facility may disrupt our ongoing business and distract our management and other key personnel. If we are
unable to manage our expansion efforts efficiently or effectively, or are unable to attract and retain additional qualified management and healthcare professional personnel to run our expanded operations, our business may be disrupted, our costs may
increase and our operating results may be harmed.

We may have difficulty opening new treatment facilities and operating them profitably. We have
limited experience in opening new treatment facilities. If we are unable to execute our strategy, our growth may be restrained and our operating results could be adversely affected.

Our growth strategy includes developing and opening new treatment facilities and to date, we have limited experience in opening new treatment facilities.
Planning and opening new treatment facilities can be complex, and may be delayed and, in some circumstances, prevented by a variety of forces, including local zoning and land use regulation, health facility licensing, certificate of need
requirements, community opposition and other political issues. Healthcare laws and other rules and regulations may also impede or increase the cost of opening new facilities. If we are unable to open new treatment facilities on time and on budget,
our rate of growth and operating results may be adversely affected.

Even if we are able to open new treatment facilities, we may not be
able to staff them or integrate them into our organization. In addition, there can be no assurance that, once completed, new treatment facilities will achieve sufficient patient census to generate operating profits. Developing new facilities,
particularly residential facilities, involves significant upfront capital investment and expense and if we are unable to attract patients quickly and/or enter into contracts or extend our existing contracts with third-party payors for these
facilities, these facilities may not be profitable and our operating results could be adversely affected.

State and local regulation of the
construction, acquisition or expansion of healthcare treatment facilities could prevent us from opening or acquiring additional treatment facilities or expanding or renovating our existing treatment facilities, which may cause our growth to be
restrained and our operating results to be adversely affected.

Some states have enacted laws which require prior approval for the
construction, acquisition or expansion of healthcare treatment facilities, or for other capital expenditures such as the acquisition of certain kinds of equipment used at treatment facilities. In giving approval, these states consider the need for
additional or expanded healthcare treatment facilities or services. In the states of North Carolina, West Virginia and Indiana in which we currently operate, certificates of need may be required to be obtained for capital expenditures exceeding a
prescribed amount, changes in capacity or services offered. Other states in which we now or may in the future operate may also require certificates of need under certain circumstances not currently applicable to us, or may impose standards and other
health planning requirements upon us.

No assurance can be given that we will be able to obtain the required approvals or certificates of
need for additional or expanded treatment facilities or services in the future, which may restrain our growth. If we are unable to obtain required regulatory, zoning or other required approvals for renovations and expansions, our growth may be
restrained and our operating results may be adversely affected.



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A shortage of qualified healthcare workers could adversely affect our ability to identify, hire and retain qualified
personnel. This could increase our operating costs, restrain our growth and reduce our revenue.

The success of our business depends on
our ability to identify, hire and retain a professional team of addiction counselors, nurses, psychiatrists, physicians, licensed counselors and clinical technicians across our network of treatment facilities. Competition for skilled employees is
intense. For example, there are currently national shortages of qualified addiction counselors and registered nurses. The process of locating and recruiting skilled employees with the combination of qualifications and attributes required to treat
those suffering from addiction and other behavioral health illnesses can be lengthy and competition for these workers could cause the salaries, wages and benefits we must pay to increase faster than anticipated. Furthermore, many states require
specified staff to patient ratios in residential treatment facilities and opiate treatment clinics. If we are unable to identify, hire and retain sufficient numbers of qualified professional employees, or to continue to offer competitive salaries
and benefits, we may be unable to staff our facilities with the appropriate personnel or to maintain required staff ratios and may be required to turn away patients. These factors could increase our operating costs, restrain our growth and reduce
our revenue.

If we fail to cultivate new or maintain established relationships with patient referral sources, our revenue may decline.

Our ability to grow or even to maintain our existing level of business depends significantly on our ability to establish and maintain close working
relationships with physicians, managed care companies, insurance companies and other patient referral sources. We do not have binding contracts or commitments with any of these patient referral sources. We may not be able to maintain our existing
referral source relationships or develop and maintain new relationships in existing or new markets. If we lose existing relationships with our referral sources, the number of patients we treat may decline, which may adversely affect our revenue. If
we fail to develop new referral relationships, our growth may be restrained.

Our opiate treatment clinics are sometimes subject to attempts by local or
regional governmental authorities and local area residents to force their closure or relocation.

Property owners and local authorities
have attempted, and may in the future attempt, to use zoning ordinances to eliminate our ability to operate a given opiate treatment clinic by claiming that the clinic violates existing ordinances, rezoning or adopting new ordinances. Local
governmental authorities in some cases have attempted to use litigation and the threat of prosecution to force the closure of certain of our clinics. If any of these attempts were to succeed or if their frequency were to increase, our revenue would
be adversely affected and our operating results might be harmed.

There are only two significant suppliers of methadone distributed by our opiate
treatment clinics nationwide. If one or both of these vendors does not supply the methadone we require, we may face increased costs in our opiate treatment division, which may adversely affect our operating results and profitability.

Although methadone is a generic drug, there are only two significant national suppliers of methadone, Mallinckrodt Inc. and VistaPharm, Inc. We
currently purchase methadone for dispensation in our clinics from both of them. If one of these suppliers were to reduce or curtail production of methadone, we would need to identify other suppliers of methadone. If we are unable to do so, our cost
to purchase methadone may increase which may adversely affect our operating results and profitability.

A decline in the revenues or profitability of
our Sierra Tucson facility would likely have a material adverse effect on our revenues and operating results.

For the year ended
December 31, 2005, our Sierra Tucson facility, which we acquired in May 2005, represented approximately 10% of our total revenue and approximately 15% of our operating income before corporate and divisional overhead. We estimate that for the
year ended December 31, 2005, our Sierra Tucson facility would have represented approximately 15% of our total revenue and approximately 21% of our operating income before corporate and divisional overhead, had we owned such facility since the
beginning of that period. Our Sierra Tucson facilitys high occupancy rate as well as the favorable average length of stay and price of treatment make it our most profitable facility. Should Sierra Tucsons revenues or profitability
decline for any reason or its operations be interrupted, our total revenue and profitability could also decline. For example, a terrorist act, significant terrorist threat or other disruption to air travel may reduce the willingness or ability of
Sierra Tucsons national and international patient base to travel to the facility or a fire or other casualty loss could interrupt its operations. These events could negatively affect our consolidated operating results.

Natural disasters such as hurricanes, earthquakes and floods may adversely affect our revenues and operating results.

Natural disasters such as hurricanes, earthquakes and floods may adversely affect our facilities. Such natural disasters may result in physical damage to
or destruction of our facilities as well as damage to areas where our patients or referral sources are based. Hurricane Dennis resulted in property damage, extra expenses and lost revenue to our Twelve Oaks



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facility. In addition, prior to Hurricane Katrina, our Twelve Oaks facility historically generated 15-20 referrals on a
monthly basis from areas affected by Hurricane Katrina. In the months following Hurricane Katrina, such referrals decreased significantly. Hurricane Wilma resulted in a loss of electricity to our Wellness Resource Center in Boca Raton, Florida and
patients had to be evacuated for a period of time. Such natural disasters may lead to decreased census, decreased revenues and higher operating costs.

We face significant competition from established treatment providers as well as new entrants.

We compete directly with a
wide variety of non-profit, government and for-profit substance abuse treatment providers, and this competition may intensify in the future. Non-profit and government providers may be able to offer competitive services at lower prices, which may
adversely affect our revenue in regional markets and service categories in which we compete with non-profit and government providers. In addition, many for-profit providers are local, independent operators with strong established reputations within
the surrounding communities, which may adversely affect our ability to attract a sufficiently large number of patients in markets where we compete with such providers. For example, our opiate treatment clinics are currently facing increasing
competition in California, which has slowed the growth in the number of patients those clinics treat. We may also face increasing competition from new operators which may adversely affect our revenue and operating results in impacted markets.

As a provider of healthcare services, we are subject to claims and legal actions by patients, employees and others, which may increase our costs and
harm our business.

We are subject to medical malpractice and other lawsuits based on the services we provide. In addition, treatment
facilities that we have acquired, or may acquire in the future, may have unknown or contingent liabilities, including liabilities related to patient care and failure to comply with healthcare laws and regulations, which could result in large claims,
significant defense costs and interruptions to our business. These liabilities may increase our costs and harm our business. A successful lawsuit or claim that is not covered by, or is in excess of, our industry standard insurance coverage may
increase our costs and reduce our profitability. Furthermore, we maintain a $0.5 million deductible per claim under our workers compensation insurance, and an increase in workers compensation claims or average claim size may also increase our costs
and reduce our profitability. Our insurance coverage may not continue to be available at a reasonable cost, especially given the significant increase in insurance premiums generally experienced in the healthcare industry.

Companies within the healthcare industry continue to be the subject of federal and state investigations.

Both federal and state government agencies as well as commercial payors have heightened and coordinated civil and criminal enforcement efforts as part of
numerous ongoing investigations of healthcare organizations. These investigations relate to a wide variety of topics, including:



| |  |  | quality of care;
| | - |  | ----------------



| |  |  | financial relationships with referral sources;
| | - |  | ----------------------------------------------



| |  |  | medical necessity of services provided; and
| | - |  | -------------------------------------------



| |  |  | appropriateness of billing and coding for items and services billed to governmental payors.
| | - |  | -------------------------------------------------------------------------------------------

The 2006 Work Plan issued by the Office of Inspector General, or the OIG, of the Department of Health and Human Services includes among the areas that
the agency will target for investigation in 2006 a number of services we offer, including Outpatient Alcoholism Services and Freestanding Inpatient Alcoholism Providers. Any investigations of us or our executives or managers could result in
significant liabilities or penalties, including possible exclusion from the Medicare or Medicaid programs, as well as adverse publicity.

The
integration of our information systems may be more costly than we anticipate, may not be completed on time or the integrated systems may not function properly.

We are currently introducing new software to consolidate and integrate critical information systems used in daily operations, including for claims processing, billing, financial and intake and other clinical
functions. The new software is also intended to streamline internal controls to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We expect to make additional capital expenditures related to this plan before it is
complete. If this implementation takes longer or is more expensive than anticipated, or if we fail to successfully complete this implementation or if the software fails to perform as expected, our operations may be disrupted and we may not comply
with the requirements of Section 404 of the Sarbanes-Oxley Act. This may increase our costs, reduce our revenue and harm our business.



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We have a limited history of profitability, have incurred net losses in the past and may incur substantial net losses
in the future.

We began operations in August 2002, and our predecessor organizations began operations in September 1995. In 2002
and 2003, we recorded a net loss from continuing operations of approximately $11.5 million and $1.6 million, respectively. For the nine months ended September 30, 2006, we recorded a net loss of approximately $35.8 million. We
recorded a net profit in 2004 and 2005, but we cannot assure you that we will operate profitably in the future. In addition, we may experience significant quarter-to-quarter variations in operating results.

We depend on our key management personnel.

Our
senior management team has many years of experience addressing the broad range of concerns and issues relevant to our business. The loss of existing key management or the inability to attract, retain and motivate sufficient numbers of qualified
management personnel could have an adverse effect on our business and our ability to execute our growth strategy.

Regulatory Risks

If we fail to comply with extensive laws and government regulations, we could suffer penalties, become ineligible to participate in reimbursement
programs or be required to make significant changes to our operations, which may reduce our revenues, increase our costs and harm our business.

Healthcare service providers are required to comply with extensive and complex laws and regulations at the federal, state and local government levels relating to, among other things:



| |  |  | licensure, certification and accreditation;
| | - |  | -------------------------------------------



| |  |  | handling of controlled substances;
| | - |  | ----------------------------------



| |  |  | adequacy of care, quality of services, qualifications of professional and support personnel;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | referrals of patients and relationships with physicians;
| | - |  | --------------------------------------------------------



| |  |  | inducements to use healthcare services that are paid for by governmental agencies;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | billings for reimbursement from commercial and government payors;
| | - |  | -----------------------------------------------------------------



| |  |  | confidentiality, maintenance and security issues associated with health-related information and medical records;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | physical plant planning, construction of new facilities and expansion of existing facilities;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | state and local land use and zoning requirements; and
| | - |  | -----------------------------------------------------



| |  |  | corporate practice of medicine and fee splitting.
| | - |  | -------------------------------------------------

Failure to comply with these laws and regulations could result in the imposition of significant penalties or require us to change our operations, which may harm our business and operating results.

The following is a discussion of some of the risks relating to specific laws and regulations that apply to us.

Licensure, accreditation and certification

In order
to operate our business, all of our facilities must obtain the required state and federal licenses and certification as well as in most cases accreditation from the Joint Council on Accreditation of Healthcare Organizations, JCAHO, or the Commission
on Accreditation of Rehabilitation Facilities, CARF. In addition, such licensure, certification and accreditation is required to receive reimbursement from most commercial and government payors. If our facilities are unable to maintain such
licensure, certification and accreditation, our revenue may decline, our growth may be limited and our business may be harmed.

Handling of controlled
substances

Our facilities must comply with especially strict federal and state regulations concerning the distribution of methadone and
other controlled pharmaceuticals. The potential for theft or diversion of methadone and other pharmaceuticals distributed at our facilities for illegal uses has led the federal government as well as a number of states and localities to adopt
stringent regulations not applicable to many other types of healthcare providers. Compliance with these regulations is expensive and these costs may increase in the future.



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Referrals of patients and relationships with physicians

The federal anti-kickback statute and related regulations prohibit certain offers, payments or receipt of remuneration in return for referring patients
covered by Medicaid or other federal healthcare programs or purchasing, leasing, ordering or arranging for or recommending any services, good, item or facility for which payment may be made under a federal healthcare program. Federal physician
self-referral legislation, known as the Stark Law, generally prohibits a physician from ordering certain services reimbursable by a federal healthcare program from an entity with which the physician has a financial relationship, unless an exception
applies, and prohibits the entity from billing for certain services rendered pursuant to any prohibited referrals. Several of the states in which we operate have laws that are similar to the federal Stark and anti-kickback laws and that reach
services paid for by private payors and individual patients.

If we fail to comply with the federal anti-kickback statute and its safe
harbors, the Stark Law or other related state and federal laws and regulations, we could be subjected to criminal and civil penalties, we could lose our license to operate, and our facilities could be excluded from participation in Medicaid and
other federal and state healthcare programs and could be required to repay governmental payors amounts received by our facilities for services resulting from prohibited referrals. In lieu of repayment, the OIG may impose civil monetary assessments
of three times the amount of each item or service wrongfully claimed. In addition, if we do not operate our treatment facilities in accordance with applicable law, our treatment facilities may lose their licenses or the ability to participate in
third-party reimbursement programs.

Coding and billing rules

If we fail to comply with federal and state documentation, coding and billing rules, we could be subject to criminal and civil penalties, loss of licenses and exclusion from Medicaid programs, which could harm us.
Approximately 25% of our revenue for the year ended December 31, 2005 consisted of payments from Medicaid and other government programs. In billing for our services to government payors, we must follow complex documentation, coding and billing
rules. Failure to follow these rules could result in potential criminal or civil liability under the federal False Claims Act, under which extensive financial penalties can be imposed. It could further result in criminal liability under various
federal and state criminal statutes, or in our being ineligible for reimbursement under Medicaid programs. The rules are complex and we submit a large number of claims per year for Medicaid and other federal program payments and we cannot assure you
that governmental investigators, commercial insurers or whistleblowers will not challenge our practices or that there will be no errors. Any such challenges or errors could result in increased costs and have an adverse effect on our profitability,
and could result in a portion of our recorded revenue being uncollectible or subject to repayment to governmental payors.

Privacy and security
requirements

There are numerous federal and state regulations such as the federal regulations issued under the Drug Abuse Prevention,
Treatment and Rehabilitation Act of 1979 and the Health Insurance Portability and Accountability Act of 1996, or HIPAA, addressing patient information privacy and security concerns. Compliance with these regulations can be costly and requires
substantial management time and resources. We are not currently in full compliance with the security regulations contained in HIPAA, however, we do have plans in place to become compliant. Our failure to comply with HIPAA privacy or security
requirements could lead to civil and criminal penalties and our business could be harmed.

In addition, many states impose similar, and in
some cases more restrictive, requirements. For example, some states impose laws governing the use and disclosure of health information pertaining to mental health and/or substance abuse issues that are more stringent than the rules that apply to
healthcare information generally. As public attention is drawn to the issues of the privacy and security of medical information, states may revise or expand their laws concerning the use and disclosure of health information, or may adopt new laws
addressing these subjects. Failure to comply with these laws could expose us to criminal and civil liability, as well as requiring us to restructure certain of our operations.

Changes in state and federal regulation and in the regulatory environment, as well as different or new interpretations of existing regulations, could adversely affect our operations and profitability.

Since our facilities and operations are regulated at federal, state and local levels, we could be affected by different regulatory
changes in different regional markets. Increases in the costs of regulatory compliance and the risks of noncompliance may increase our operating costs, and we may not be able to recover these increased costs, which may adversely affect our results
of operations and profitability.

Also, because many of the current laws and regulations are relatively new, we do not always have the
benefit of significant regulatory or judicial interpretation of these laws and regulations. In the future, different interpretations or enforcement of these laws and regulations could subject our current or past practices to allegations of
impropriety or illegality or could require us to make changes in our treatment facilities, equipment, personnel, services or capital expenditure programs. A determination that we have violated these laws, or the public announcement that we are being
investigated for possible violations of these laws, could adversely affect our business and operating results.



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Item 3. Quantitative and Qualitative Disclosure about Market Risk

Interest rate risk

We are subject to interest rate risk in connection with our long-term debt. Our principal interest rate exposure relates to the term loans outstanding
under our new senior secured credit facility. We have $243.8 million in term loans outstanding, bearing interest at variable rates. Each quarter point change in interest rates would result in a $0.6 million change in annual interest expense on our
new term loans. We also have a new revolving credit facility, which provides for borrowings of up to $100.0 million, which bears interest at variable rates. Assuming the revolver is fully drawn, each quarter point change in interest rates would
result in a $0.3 million change in annual interest expense on our new revolving credit facility. We entered into an interest rate swap agreement to exchange floating for fixed interest rate payments to reduce interest rate volatility.

Item 4. Controls and Procedures

We conducted an evaluation under the supervision and with the
participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the period covered by this Quarterly Report. Based upon this evaluation, our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures are effective to ensure that material information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period covered by this Quarterly Report that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION

Item 1A. Risk Factors

A full description of the risk factors associated with our business is included
under the heading Risk Factors in Managements Discussion and Analysis of Financial Condition and Results of Operations, contained in Item 2 of Part 1 of this Quarterly Report and is incorporated herein by
reference.

Item 6. Exhibits

The Exhibit Index beginning on page 51 of this report sets forth a list of exhibits.



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 14, 2006



CRC HEALTH CORPORATION(Registrant)By

/s/ KEVIN HOGGEKevin Hogge, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer and duly authorized signatory)




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CRC HEALTH CORPORATION

EXHIBIT INDEX



|     |  |                                                                                                                                                                                                                                                                                  
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1  |  | Second Supplemental Indenture dated as of September 28, 2006, by and among CRC Health Corporation, the Guarantors named therein, the New Guarantors named therein and U.S. Bank National
Association, as Trustee, with respect to the 103/4% Senior Subordinated Notes due 2016

|     | 
|4.2  |  | Third Supplemental Indenture dated as of October 24, 2006, by and among CRC Health Corporation, the Guarantors named therein, the New Guarantors named therein and U.S. Bank National Association,
as Trustee, with respect to the 103/4% Senior Subordinated Notes due 2016    
|     | 
|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer                                                                                                                                                                                                           
|     | 
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer and Principal Accounting Officer                                                                                                                                                                          
|     | 
|32.1 |  | Section 1350 Certification of Principal Executive Officer                                                                                                                                                                                                                       
|     | 
|32.2 |  | Section 1350 Certification of Principal Financial Officer and Principal Accounting Officer                                                                                                                                                                                      

---

| | Filed herewith.
|- | ---------------

| | Furnished herewith.
|- | -------------------



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