Ex-99.2 Offering Memorandum Section

EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial statements were prepared using the historical consolidated financial statements of Psychiatric Solutions, Horizon Health and those entities we acquired since the beginning of the respective period presented. The following tables set forth the unaudited pro forma condensed combined financial statements for Psychiatric Solutions, giving effect to the Transactions and to acquisitions completed since the beginning of the respective period presented as if they had occurred on the dates indicated and after giving effect to certain pro forma adjustments discussed herein.

The unaudited pro forma condensed combined balance sheet as of March 31, 2007 assumes that the Transactions took place on March 31, 2007 and combines Psychiatric Solutions’ unaudited balance sheet as of March 31, 2007 with the unaudited balance sheet of Horizon Health as of February 28, 2007. The unaudited pro forma condensed combined income statements for the twelve months ended March 31, 2007, the three months ended March 31, 2007 and the year ended December 31, 2006 assume that the Transactions and all acquisitions completed since the beginning of the respective period presented took place on the first day of the period presented. The unaudited pro forma condensed combined income statement for the twelve months ended March 31, 2007 combines Psychiatric Solutions’ unaudited consolidated income statement for the twelve months ended March 31, 2007 with the unaudited consolidated income statement of Horizon Health for the twelve months ended February 28, 2007 and unaudited income statements of the entities acquired since April 1, 2006 for the period after April 1, 2006 but prior to the closing date of the acquisition. The unaudited pro forma condensed combined income statement for the three months ended March 31, 2007 combines Psychiatric Solutions’ unaudited consolidated income statement for the three months ended March 31, 2007 with the unaudited consolidated income statement of Horizon Health for the three months ended February 28, 2007. The unaudited pro forma condensed combined income statement for the year ended December 31, 2006 combines Psychiatric Solutions’ audited consolidated income statement for the fiscal year ended December 31, 2006 with the unaudited consolidated income statement of Horizon Health for the twelve months ended November 30, 2006 and unaudited income statements of the entities acquired since January 1, 2006 for the period after January 1, 2006 but prior to the closing date of the acquisition.

The adjustments necessary to fairly present the unaudited pro forma condensed combined financial statements have been made based on available information and in the opinion of management are reasonable. Assumptions underlying the pro forma adjustments are described in the notes to the “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this offering memorandum. The pro forma adjustments are preliminary and revisions to the preliminary purchase price allocations and financing of the Transactions may have a significant impact on the pro forma adjustments. A final valuation of net assets acquired associated with the Acquisition cannot be made prior to the completion of this offering memorandum. A final determination of these fair values will be conducted by Psychiatric Solutions’ independent valuation specialists. The consideration of this valuation will most likely result in a change in the value assigned to the fixed and intangible assets acquired from Horizon Health.

The unaudited pro forma condensed combined financial statements are for comparative purposes only and do not purport to represent what our financial position or results of operations would actually have been had the events noted above in fact occurred on the assumed dates or to project our financial position or results of operations for any future date or future period. The unaudited pro forma condensed combined financial statements should be read in conjunction with the “Selected Consolidated Financial and Operating Data — Psychiatric Solutions,” “Selected Consolidated Financial and Operating Data — Horizon Health” and the consolidated financial statements of ABS included elsewhere in this offering memorandum, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of Psychiatric Solutions and Horizon Health, each incorporated by reference in this offering memorandum.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2007


					Pro Forma
	Psychiatric				Adjustments For the			Pro Forma
	Solutions		Horizon Health		Transactions			PSI
	(Dollars in thousands)

ASSETS
Current assets:
Cash and cash equivalents	$	15,669	$	1,986	$	—		$	17,655
Accounts receivable, net		190,748		46,895		—			237,643
Other current assets		44,620		15,524		—			60,144

Total current assets		251,037		64,405		—			315,442
Property and equipment, net		562,473		99,453		—			661,926
Costs in excess of net assets acquired		776,395		108,997		185,760	(1)		1,071,152
Other assets		33,592		46,170		(7,321	)(2)		72,441

Total assets	$	1,623,497	$	319,025	$	178,439		$	2,120,961


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	25,411	$	6,257	$	—		$	31,668
Accrued liabilities		102,172		27,207		—			129,379
Current portion of long-term debt		2,836		73		2,250	(3)		5,159

Total current liabilities		130,419		33,537		2,250			166,206
Long-term debt, less current portion		760,842		102,998		335,069	(3)		1,198,909
Other liabilities		65,964		17,919		11,312	(4)		95,195

Total liabilities		957,225		154,454		348,631			1,460,310
Total stockholders’ equity		666,272		164,571		(170,192	)(5)		660,651

Total liabilities and stockholders’ equity	$	1,623,497	$	319,025	$	178,439		$	2,120,961

See Notes to Unaudited Pro Forma Condensed Combined Balance Sheet.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(Dollars in thousands)


(1)		Represents adjustment to cost in excess of net assets acquired as follows:


Cash paid to Horizon Health stockholders and lenders	$	417,100
Less: net assets acquired(a)		(31,329	)

Cost in excess of net assets acquired		385,771
Horizon Health’s historical cost in excess of net assets acquired		(108,997	)
Payoff of Horizon Health’s revolving credit facility		(96,100	)
Estimate of purchase transaction costs		5,086

Pro forma adjustment to cost in excess of net assets acquired	$	185,760


(a) Net assets of Horizon Health	$	164,571
Cost in excess of net assets acquired of Horizon Health		(108,997	)
Pro forma adjustments to:
Other assets		(12,933	)
Other liabilities		(11,312	)

Net assets acquired	$	31,329


(2)		Represents adjustment to other assets as follows:


Estimated value of other assets acquired	$	33,237
Estimated capitalized financing costs related to Transactions		6,683
Write-off of capitalized financing costs related to 105/8% Notes tendered		(1,071	)
Less: Horizon Health’s historical other assets		(46,170	)

	$	(7,321	)


(3)		Represents the sources and uses of funds for the Transactions:


Notes offered hereby	$	256,875
Additional senior secured term loan		225,000
Pay down Psychiatric Solutions’ revolving credit facility		(9,775	)
Payoff of Horizon Health’s revolving credit facility(a)		(96,100	)
Tender purchase price for 105/8% Notes		(38,681	)

Increase in debt		337,319
Less: increase in current portion of long-term debt		(2,250	)

Increase in long-term debt, less current portion	$	335,069


(a)		The actual cash payment is subject to change based on the final balance of Horizon Health’s revolving credit facility on the closing date of the Acquisition.


(4)		Represents an adjustment to long-term deferred tax liabilities related to the step-up in basis of the value of Horizon Health’s contracts.

(5)		Represents elimination of Horizon Health’s stockholders’ equity and non-recurring fees and charges on loans incurred in connection with the Financing Transactions as summarized below:


Elimination of Horizon Health’s stockholders’ equity	$	164,571
Premium on tender for 105/8% Notes		3,900
Write-off of capitalized loan costs related to 105/8% Notes tendered		1,071
Cash paid to exit swap agreements		650

	$	170,192

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Twelve Months Ended March 31, 2007


							Financing
							Transactions
	Psychiatric		Pro Forma		Pro Forma		Pro Forma			Pro Forma
	Solutions		Acquisitions(1)		Combined		Adjustments			PSI
	(Dollars in thousands)

Revenue	$	1,107,896	$	474,414	$	1,582,310	$	—		$	1,582,310
Expenses:
Salaries, wages and employee benefits		621,424		249,372		870,796		—			870,796
Professional fees		105,933		44,987		150,920		—			150,920
Supplies		63,772		21,821		85,593		—			85,593
Rentals and leases		14,975		6,876		21,851		—			21,851
Other operating expenses		103,811		67,696		171,507		—			171,507
Provision for doubtful accounts		21,526		12,477		34,003		—			34,003
Depreciation and amortization		22,173		10,778		32,951		—			32,951
Interest expense		45,485		12,901		58,386		31,832	(1)(e)		90,218
Other expenses				246		246		—			246

Total expenses		999,099		427,154		1,426,253		31,832			1,458,085

Income (loss) from continuing operations before income taxes		108,797		47,260		156,057		(31,832	)		124,225
Provision for (benefit from) income taxes		41,170		18,101		59,271		(11,693	)(1)(g)		47,578

Income (loss) from continuing operations	$	67,627	$	29,159	$	96,786	$	(20,139	)	$	76,647

See Notes to Unaudited Pro Forma Consolidated Combined Income Statements.

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Three Months Ended March 31, 2007


												Financing
												Transactions
	Psychiatric		Horizon			Pro Forma			Pro Forma			Pro Forma			Pro Forma
	Solutions		Health			Adjustments			Combined			Adjustments			PSI
	(Dollars in thousands)

Revenue	$	323,718	$	71,431		$	—		$	395,149		$	—		$	395,149
Expenses
Salaries, wages and employee benefits		180,999		41,167			(1,885	)(1)(a)		220,281			—			220,281
Professional fees		31,035		8,001			(464	)(1)(b)		38,572			—			38,572
Supplies		18,477		3,211			—			21,688			—			21,688
Rentals and leases		4,637		1,177			—			5,814			—			5,814
Other operating expenses		31,774		7,565			—			39,339			—			39,339
Provision for doubtful accounts		6,706		3,244			—			9,950			—			9,950
Depreciation and amortization		6,298		1,696			666	(1)(d)		8,660			—			8,660
Interest expense (income)		14,386		2,252			(2,252	)(1)(e)		14,386			7,958	(1)(e)		22,344
Other expenses		—		(12	)		—			(12	)		—			(12	)

Total expenses		294,312		68,301			(3,935	)		358,678			7,958			366,636

Income (loss) from continuing operations before income taxes		29,406		3,130			3,935			36,471			(7,958	)		28,513
Provision for (benefit from) income taxes		11,262		1,156			1,550	(1)(g)		13,968			(3,048	)(1)(g)		10,920

Income (loss) from continuing operations	$	18,144	$	1,974		$	2,385		$	22,503		$	(4,910	)	$	17,593

See Notes to Unaudited Pro Forma Condensed Combined Income Statements.

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Year Ended December 31, 2006


							Financing
							Transactions
	Psychiatric		Pro Forma		Pro Forma		Pro Forma			Pro Forma
	Solutions		Acquisitions(1)		Combined		Adjustments			PSI
	(Dollars in thousands)

Revenue	$	1,026,490	$	528,928	$	1,555,418	$	—		$	1,555,418
Expenses:
Salaries, wages and employee benefits		580,223		279,125		859,348		—			859,348
Professional fees		97,613		50,560		148,173		—			148,173
Supplies		59,310		24,091		83,401		—			83,401
Rentals and leases		13,685		7,141		20,826		—			20,826
Other operating expenses		95,759		78,934		174,693		—			174,693
Provision for doubtful accounts		19,586		11,600		31,186		—			31,186
Depreciation and amortization		20,619		10,933		31,552		—			31,552
Interest expense, net		40,307		16,856		57,163		31,832	(1)(e)		88,995
Other expenses		—		254		254		—			254

Total expenses		927,102		479,494		1,406,596		31,832			1,438,428

Income (loss) from continuing operations before income taxes		99,388		49,434		148,822		(31,832	)		116,990
Provision for (benefit from) income taxes		37,507		18,656		56,163		(12,011	)(1)(g)		44,152

Income (loss) from continuing operations	$	61,881	$	30,778	$	92,659	$	(19,821	)	$	72,838

See Notes to Unaudited Pro Forma Condensed Combined Income Statement.

NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED INCOME STATEMENTS

(Dollars in thousands)


(1)		The following pro forma condensed combined income statement for the twelve months ended March 31, 2007 sets forth the pro forma operations of Horizon Health and ten non-significant acquisitions applying the purchase method of accounting as if the acquisitions, which were completed on various dates after April 1, 2006, had occurred on April 1, 2006.


							Acquisition
	Horizon		Non-significant		Acquisitions		Pro Forma			Pro Forma
	Health		Acquisitions		Combined		Adjustments			Acquisitions

Revenue	$	297,132	$	177,282	$	474,414	$	—		$	474,414
Expenses:
Salaries, wages and employee benefits		165,796		92,937		258,733		(9,361	)(1)(a)		249,372
Professional fees		26,752		20,308		47,060		(2,073	)(1)(b)		44,987
Supplies		13,125		8,696		21,821		—			21,821
Rentals and leases		4,664		2,365		7,029		(153	)(1)(c)		6,876
Other operating expenses		40,060		27,636		67,696		—			67,696
Provision for doubtful accounts		10,085		2,392		12,477		—			12,477
Depreciation and amortization		6,434		3,299		9,733		1,045	(1)(d)		10,778
Interest expense		8,959		589		9,548		3,353	(1)(e)		12,901
Other expenses		246		5,361		5,607		(5,361	)(1)(f)		246

Total expenses		276,121		163,583		439,704		(12,550	)		427,154

Income from continuing operations before income taxes		21,011		13,699		34,710		12,550			47,260
Provision for income taxes		8,238		2,948		11,186		6,915	(1)(g)		18,101

Income from continuing operations	$	12,773	$	10,751	$	23,524	$	5,635		$	29,159

NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED INCOME STATEMENTS — (Continued)

The following pro forma condensed combined income statement for the year ended December 31, 2006 sets forth the pro forma operations of Horizon Health and nine non-significant acquisitions applying the purchase method of accounting as if the acquisitions, which were completed on various dates after January 1, 2006, had occurred on January 1, 2006.


							Acquisition
	Horizon		Non-significant		Acquisitions		Pro Forma			Pro Forma
	Health		Acquisitions		Combined		Adjustments			Acquisitions

Revenue	$	289,824	$	239,104	$	528,928	$	—		$	528,928
Expenses:
Salaries, wages and employee benefits		163,622		125,547		289,169		(10,044	)(1)(a)		279,125
Professional fees		27,002		25,712		52,714		(2,154	)(1)(b)		50,560
Supplies		12,242		11,849		24,091		—			24,091
Rentals and leases		4,140		3,212		7,352		(211	)(1)(c)		7,141
Other operating expenses		39,710		39,224		78,934		—			78,934
Provision for doubtful accounts		8,796		2,804		11,600		—			11,600
Depreciation and amortization		6,017		4,471		10,488		445	(1)(d)		10,933
Interest expense		7,438		805		8,243		8,613	(1)(e)		16,856
Other expenses		254		7,247		7,501		(7,247	)(1)(f)		254

Total expenses		269,221		220,871		490,092		(10,598	)		479,494

Income from continuing operations before income taxes		20,603		18,233		38,836		10,598			49,434
Provision for income taxes		8,168		3,656		11,824		6,832	(1)(g)		18,656

Income from continuing operations	$	12,435	$	14,577	$	27,012	$	3,766		$	30,778


(a)		Reflects adjustments to salaries, wages and employee benefits to exclude corporate level executive, finance, information systems and other administrative employees at Horizon Health and facilities acquired as part of certain non-significant acquisitions.


	Twelve Months Ended
	March 31,			December 31,			Three Months Ended
	2007			2006			March 31, 2007

Salaries, wages and employee benefits of corporate level employees at facilities related to non-significant acquisitions	$	(1,822	)	$	(2,505	)	$	—
Salaries, wages and employee benefits of corporate level employees at Horizon Health		(7,539	)		(7,539	)		(1,885	)

	$	(9,361	)	$	(10,044	)	$	(1,885	)

NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED INCOME STATEMENTS — (Continued)

(b) Reflects adjustment to professional fees to exclude duplicate costs at the corporate level for the facilities acquired from Horizon Health and those acquired as part of our other non-significant acquisitions.


	Twelve Months Ended
	March 31			December 31,			Three Months Ended
	2007			2006			March 31, 2007

Professional fees at corporate level at non-significant acquisitions	$	(216	)	$	(297	)	$	—
Professional fees at corporate level at Horizon Health		(1,857	)		(1,857	)		(464	)

	$	(2,073	)	$	(2,154	)	$	(464	)


(c)		Reflects adjustments to rentals and leases for reductions of office space at the corporate level for non- significant acquisitions.


	Twelve Months Ended
	March 31,			December 31,			Three Months Ended
	2007			2006			March 31, 2007

Lease expense adjustments for corporate office space reductions at non-significant acquisitions	$	(153	)	$	(211	)	$	—


(d)		Reflects adjustments to depreciation and amortization expense for purchase accounting adjustments to the basis in property and equipment acquired as part of our non-significant acquisitions and identifiable intangible assets acquired from Horizon Health. Buildings are depreciated over 35 years, equipment over five years and identifiable intangible assets over seven to nine years.


	Twelve Months Ended
	March 31,			December 31,			Three Months Ended
	2007			2006			March 31, 2007

Reduction in depreciation and amortization expense on facilities acquired as part of our non-significant acquisitions	$	(1,619	)	$	(2,219	)	$	—
Additional amortization for Horizon Health contracts		2,664			2,664			666

	$	1,045		$	445		$	666


(e)		Reflects adjustments to eliminate historical interest expense for all debt not assumed from Horizon Health or as part of our non-significant acquisitions and to give effect to interest on the $250,000 aggregate principal amount of notes offered hereby and interest on the additional $225,000 senior secured term loans at LIBOR plus the applicable margin. This adjustment has been offset by a decrease in interest expense related to the pay down of $9,775 on our revolving credit facility and the $38,700 of 105/8% Notes that we have assumed will be tendered in the Tender Offer. The adjustment also includes amortization on capitalized financing costs and the impact from interest rate swap arrangements. A 1/8% increase (decrease) in our interest rate assumptions would increase (decrease) our interest expense $269 for both the twelve months ended March 31, 2007 and the year ended December 31, 2006 and $67 for the three months ended March 31, 2007.

NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED INCOME STATEMENTS — (Continued)

Twelve Months Ended

March 31,
December 31,
Three Months Ended

2007 2006 March 31, 2007

Interest expense for Financing Transactions
$ 31,832 $ 31,832 $ 7,958

Interest expense adjustment for non-significant acquisitions and Horizon Health
3,353 8,613 (2,252 )

$ 35,185 $ 40,445 $ 5,706


(f)		Reflects adjustments to eliminate management fees and other related party amounts paid or payable to the sellers prior to acquisition.


	Twelve Months Ended
	March 31,			December 31,			Three Months Ended
	2007			2006			March 31, 2007

Management expenses of seller’s corporate office allocated to facilities acquired in our non-significant acquisitions	$	(5,361	)	$	(7,247	)	$	—


(g)		Reflects adjustment to revise the provision for income taxes to 38.3%, 37.7% and 38.3% of income from continuing operations before income taxes for the twelve months ended March 31, 2007, the year ended December 31, 2006 and the three months ended March 31, 2007, respectively.


	Twelve Months Ended
	March 31,			December 31,			Three Months Ended
	2007			2006			March 31, 2007

Pro forma acquisition income from continuing operations before income taxes	$	47,260		$	49,434		$	36,471
Effective income tax rate		38.3	%		37.7	%		38.3	%

Provision for income taxes		18,101			18,656			13,968
Provision prior to pro forma adjustment		11,186			11,824			12,418

Pro forma acquisition adjustment to provision for income taxes	$	6,915		$	6,832		$	1,550

Pro forma PSI income from continuing operations before income taxes	$	124,225		$	116,990		$	28,513
Effective income tax rates		38.3	%		37.7	%		38.3	%

Pro forma provision for income taxes		47,578			44,152			10,920
Pro forma combined provision for income taxes		59,271			56,163			13,968

Financing Transactions pro forma adjustment	$	(11,693	)	$	(12,011	)	$	(3,048	)


(b)		Reflects adjustment to professional fees to exclude duplicate costs at the corporate level for the facilities acquired from Horizon Health and those acquired as part of our other non-significant acquisitions.