UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~10-Q~~ D.C. 20549

~~(Mark~~FORM ~~One)~~ 10-Q

~~x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15~~(dMark One) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~x ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~September 30,~~SECTION ~~2012~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the quarterly period ended March 31, 2013

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

~~For~~¨ ~~the~~TRANSITION ~~transition~~REPORT ~~period from to~~ PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~File~~the ~~Number~~transition ~~000-51064~~period from to

~~GREAT~~Commission ~~WOLF~~File ~~RESORTS,~~Number ~~INC.~~000-51064

~~(Exact~~GREAT ~~name~~WOLF RESORTS, ofINC. ~~registrant as specified in its charter)~~

Delaware		51-0510250
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
525 Junction Road, Suite 6000 South Madison, Wisconsin 53717		53717
(Address of principal executive offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

(608) 662-4700

Delaware

51-0510250

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

(Registrant’s telephone number, including area code)

525 Junction Road, Suite 6000 South

Madison, Wisconsin 53717

53717

(Address of principal executive offices)

(Zip Code)

~~Indicate by check mark whether the registrant~~ (1608) ~~has~~ ~~filed~~662-4700 all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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~~(Registrant’s bytelephone ~~check mark whether the registrant has submitted electronically and posted on its corporate Web site~~number, ifincluding ~~any,~~area every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such filescode)~~. Yes x No ¨~~

Indicate by check mark whether the registrant is(1) has afiled ~~large~~all ~~accelerated~~reports ~~filer,~~required anto ~~accelerated~~be ~~filer,~~filed aby ~~non-accelerated~~Section 13 ~~filer,~~or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or afor ~~smaller~~such ~~reporting~~shorter ~~company.~~period ~~See~~that the ~~definitions~~registrant ofwas ~~“large~~required ~~accelerated filer,”~~to ~~“accelerated~~file ~~filer”~~such reports), and ~~“smaller~~(2) has ~~reporting~~been ~~company”~~subject into ~~Rule~~such ~~12b-2~~filing ofrequirements for the ~~Exchange~~past ~~Act~~90 days. Yes ¨ No x

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~whether ~~filer~~the xregistrant ~~Non~~has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-~~accelerated~~T ~~filer~~during ¨the preceding 12 months (Door ~~not~~for ~~check~~such ifshorter aperiod ~~smaller~~that ~~reporting~~the ~~company)~~registrant ~~Smaller~~was ~~reporting~~required ~~company~~to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a ~~shell~~large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. ~~(as~~See ~~defined~~the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). ~~Yes ¨ No x~~

~~The~~Large ~~number~~accelerated offiler ~~shares~~¨ ~~outstanding~~Accelerated offiler ~~the~~¨ ~~issuer’s~~Non-accelerated ~~common~~filer ~~stock~~x ~~was~~(Do ~~200~~not ascheck ofif ~~November 9,~~a ~~2012.~~smaller reporting company) Smaller reporting company ¨

~~Great~~Indicate ~~Wolf~~by ~~Resorts,~~check ~~Inc~~mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

~~Quarterly~~The ~~Report~~number onof ~~Form~~shares ~~10-Q~~outstanding of the issuer’s common stock was 200 as of May 15, 2013.

ForTable theof Quarter Ended September 30, 2012 Contents

~~INDEX~~ Great Wolf Resorts, Inc.

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011		4
Condensed Consolidated Statements of Operations for the three months ended September 30, 2012 and 2011, the period May 5, 2012 through September 30, 2012, the period January 1, 2012 through May 4, 2012, and the nine months ended September 30, 2011		5
Condensed Consolidated Statements of Cash Flows for the period May 5, 2012 through September 30, 2012, the period January 1, 2012 through May 4, 2012 and the nine months ended September 30, 2011		6
Notes to Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		45
Item 3. Quantitative and Qualitative Disclosures About Market Risk		62
Item 4. Controls and Procedures		63
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		63
Item 1A. Risk Factors		64
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		65
Item 3. Defaults Upon Senior Securities		65
Item 4. Mine Safety Disclosures		65
Item 5. Other Information		65
Item 6. Exhibits		65
Signatures		66

Quarterly Report on Form 10-Q

~~FORWARD-LOOKING~~For ~~STATEMENTS~~the Quarter Ended March 31, 2013

~~Some~~INDEX of the statements contained or that may be included in this report or in information we file with the Securities and Exchange Commission, or the SEC, are or may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by the Private Securities Litigation Act of 1995. All statements, other than statements of historical facts, including, among others, statements regarding our future financial results or position, business strategy, projected levels of growth, projected costs and projected financing needs, are forward-looking statements. Those statements include statements regarding our intent, belief or current expectations and those of the members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “might,” “will,” “could,” “plan,” “objective,” “predict,” “project,” “potential,” “continue,” “ongoing,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, competition in our market, changes in family vacation patterns and consumer spending habits, regional or national economic downturns or other economic disruptions, our ability to attract a significant number of guests from our target markets, economic conditions in our target markets, the impact of fuel costs and other operating costs, our ability to develop new resorts in desirable markets or further develop existing resorts on a timely and cost efficient basis, our ability to manage growth, including the expansion of our infrastructure and systems necessary to support growth, our ability to manage cash and obtain additional cash required for growth, the general tightening in the U.S. lending markets, potential accidents or injuries at our resorts, decreases in travel due to pandemic or other widespread illness, our ability to


	Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)		4
Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012		4
Condensed Consolidated Statements of Income for the three months ended March 31, 2013 and 2012		5
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012		6
Notes to Condensed Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3. Quantitative and Qualitative Disclosures About Market Risk		28
Item 4. Controls and Procedures		28

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		29
Item 1A. Risk Factors		29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		29
Item 3. Defaults Upon Senior Securities		29
Item 4. Mine Safety Disclosures		29
Item 5. Other Information		29
Item 6. Exhibits		30
Signatures		31

~~achieve~~2 or sustain profitability, downturns in our industry segment and extreme weather conditions, reductions in the availability of credit to indoor waterpark resorts generally or to us and our subsidiaries, increases in operating costs and other expense items and costs, uninsured losses or losses in excess of our insurance coverage, our ability to protect our intellectual property, trade secrets and the value of our brands, and current and possible future legal restrictions and requirements. Further descriptions of these risks, uncertainties, and other matters can be found in our annual report and other reports filed from time to time with the SEC, including but not limited to our Annual Report on Form 10-K for the year ended December 31, 2011. We caution that the foregoing list of important factors is not complete, and we assume no obligation to update any forward-looking statement that we may make.

WeTable believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless otherwise required by law. Past financial or operating performance is not necessarily a reliable indicator of future performance and you should not use our historical performance to anticipate results or future period trends. Contents

3FORWARD-LOOKING STATEMENTS

~~PART~~Some Iof the statements contained in this report, and in other information we file with the Securities and Exchange Commission, or the SEC, are or may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by the Private Securities Litigation Act of 1995. ~~FINANCIAL~~All ~~INFORMATION~~statements, other than statements of historical facts, including, among others, statements regarding our future financial results or position, business strategy, projected levels of growth, projected costs and projected performance and financing needs, are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of Great Wolf Resorts, Inc. and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “might,” “will,” “could,” “plan,” “objective,” “predict,” “project,” “potential,” “continue,” “ongoing,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to:

~~ITEM 1.~~• ~~FINANCIAL~~competition ~~STATEMENTS~~ in our markets;

~~GREAT~~• ~~WOLF~~changes ~~RESORTS,~~in ~~INC.~~family ~~AND~~vacation ~~SUBSIDIARIES~~patterns and consumer spending habits;

~~CONDENSED~~• ~~CONSOLIDATED~~regional ~~BALANCE~~or ~~SHEETS~~national economic downturns;

~~(Unaudited;~~• ~~dollars~~our inability ~~thousands,~~to ~~except~~attract ~~share~~a ~~and~~significant ~~per~~number ~~share~~of ~~data)~~guests from our target markets;

	September 30,2012			December 31,2011
	Successor			Predecessor
ASSETS
Current assets:
Cash and cash equivalents	$	35,531		$	33,767
Escrows		5,758			2,618
Accounts receivable, net of allowance for doubtful accounts of $2 and $5		7,244			3,660
Accounts receivable – affiliate		2,041			3,243
Inventory		7,013			7,570
Other current assets		10,404			6,212
Total current assets		67,991			57,070
Property and equipment, net		624,489			576,262
Investments in and advances to affiliate		25,623			24,311
Other assets		10,162			20,556
Goodwill		97,497			1,365
Intangible assets		50,636			25,310
Total assets	$	876,398		$	704,874
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	67,201		$	67,678
Accounts payable		3,620			5,301
Accounts payable – affiliate		17			27
Accrued interest payable		14,081			8,012
Accrued expenses		24,751			24,211
Advance deposits		9,853			7,715
Other current liabilities		8,645			7,529
Total current liabilities		128,168			120,473
Mortgage debt		399,707			366,951
Other long-term debt		60,893			80,545
Deferred tax liability		17,200			11,907
Deferred compensation liability		2,086			1,502
Total liabilities		608,054			581,378
Commitments and contingencies
Great Wolf Resorts Inc. stockholders’ equity:
Common stock, $0.01 par value; 250,000,000 shares authorized; 200 and 32,470,524 shares issued and outstanding		0			325
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued or outstanding		0			0
Additional paid-in-capital		264,973			404,714
Accumulated deficit		(1,490	)		(281,314	)
Deferred compensation		0			(200	)
Total Great Wolf Resorts, Inc. stockholders’ equity		263,483			123,525
Noncontrolling interest		4,861			(29	)
Total equity		268,344			123,496
Total liabilities and equity	$	876,398		$	704,874

•

economic conditions in our target markets;

~~See~~• ~~accompanying~~the ~~notes~~impact toof ~~the~~fuel ~~condensed~~costs ~~consolidated~~and ~~financial~~other ~~statements.~~operating costs;

4• our ability to develop new resorts in desirable markets or further develop and improve existing resorts on a timely and cost efficient basis;

~~GREAT~~• ~~WOLF~~our ~~RESORTS~~ability to manage growth, ~~INC.~~including ~~AND~~the ~~SUBSIDIARIES~~expansion of our infrastructure and systems necessary to support growth;

~~CONDENSED~~• ~~CONSOLIDATED~~our ~~STATEMENTS~~ability OFto ~~OPERATIONS~~manage cash and obtain additional cash required for growth;

~~(Unaudited;~~• ~~dollars~~the ingeneral ~~thousands,~~tightening ~~except~~in ~~share~~the ~~and~~U.S. ~~per~~lending ~~share data)~~ markets;

	Successor			Predecessor			Successor			Predecessor
	Three monthsendedSeptember 30,2012			Three monthsendedSeptember 30,2011			Period May 5,2012 throughSeptember 30,2012			PeriodJanuary 1,2012throughMay 4, 2012			Nine monthsendedSeptember 30,2011
Revenues:
Rooms	$	52,223		$	50,340		$	80,277		$	63,793		$	137,358
Food and beverage		13,414			12,829			21,535			17,273			36,020
Other		13,601			12,920			20,868			15,920			35,638
Management and other fees		1,181			912			1,661			1,398			2,319
Management and other fees – affiliates		1,002			957			1,537			1,414			2,984
		81,421			77,958			125,878			99,798			214,319
Other revenue from managed properties		3,129			2,969			5,007			4,193			8,751
Other revenue from managed properties – affiliates		2,811			2,624			4,540			3,901			8,091
Total revenues		87,361			83,551			135,425			107,892			231,161
Operating expenses by department:
Rooms		7,082			6,676			11,304			9,458			19,299
Food and beverage		9,603			9,318			15,732			12,946			27,067
Other		10,621			9,743			17,206			13,450			28,305
Other operating expenses:
Selling, general and administrative		18,104			15,356			31,480			42,205			49,261
Selling, general and administrative – affiliates		1,008			0			1,008			0			0
Property operating costs		9,471			8,544			14,345			11,347			25,824
Depreciation and amortization		11,766			14,799			19,545			16,469			41,362
Loss on disposition of assets		151			330			151			47			1,368
		67,806			64,766			110,771			105,922			192,486
Other expenses from managed properties		3,129			2,969			5,007			4,193			8,751
Other expenses from managed properties – affiliates		2,811			2,624			4,540			3,901			8,091
Total operating expenses		73,746			70,359			120,318			114,016			209,328
Net operating income (loss)		13,615			13,192			15,107			(6,124	)		21,833
Investment income – affiliates		(220	)		(220	)		(357	)		(303	)		(682	)
Interest income		(48	)		(50	)		(79	)		(82	)		(156	)
Interest expense		10,015			11,969			16,274			16,016			36,174
Income (loss) from continuing operations before income taxes and equity in (income) loss of unconsolidated affiliates		3,868			1,493			(731	)		(21,755	)		(13,503	)
Income tax expense		250			218			529			269			839
Equity in (income) loss of unconsolidated affiliates, net of tax		(138	)		(101	)		264			(551	)		(552	)
Net income (loss) from continuing operations		3,756			1,376			(1,524	)		(21,473	)		(13,790	)
Discontinued operations, net of tax		(2	)		105			(9	)		23			(6,704	)
Net income (loss)		3,758			1,271			(1,515	)		(21,496	)		(7,086	)
Net (income) loss attributable to noncontrolling interest, net of tax		(14	)		18			(25	)		(15	)		(14	)
Net income (loss) attributable to Great Wolf Resorts, Inc.	$	3,772		$	1,253		$	(1,490	)	$	(21,481	)	$	(7,072	)

•

potential accidents or injuries at our resorts;

~~See~~• ~~accompanying~~decreases ~~notes~~in totravel ~~the~~due ~~condensed~~to ~~consolidated~~pandemic ~~financial~~or ~~statements.~~other widespread illness;

5• our ability to achieve or sustain profitability;

~~GREAT~~• ~~WOLF~~downturns ~~RESORTS,~~in ~~INC.~~our ~~AND~~industry ~~SUBSIDIARIES~~ segment;

~~CONDENSED~~• ~~CONSOLIDATED~~extreme ~~STATEMENTS~~weather ~~OF CASH FLOWS~~ conditions;

~~(Unaudited;~~• ~~dollars~~reductions in ~~thousands)~~the availability of credit to indoor waterpark resorts generally or to us and our subsidiaries;

	Successor			Predecessor
	Period May 5,2012 throughSeptember30, 2012			PeriodJanuary 1,2012 throughMay 4, 2012			Nine months endedSeptember 30,2011
Operating activities:
Net loss	$	(1,515	)	$	(21,496	)	$	(7,086	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		19,545			16,469			41,462
Bad debt expense		116			26			38
Amortization of debt fair value		(2,078	)		0			0
Non-cash employee compensation and professional fees expense		1,120			3,348			1,638
Loss on disposition of assets		151			47			1,368
Gain on disposition of property included in discontinued operations		0			0			(6,667	)
Equity in loss (income) of unconsolidated affiliates		260			(559	)		(653	)
Deferred tax expense		163			73			159
Changes in operating assets and liabilities:
Accounts receivable and other assets		(6,177	)		103			(3,207	)
Accounts payable, accrued expenses and other liabilities		4,859			3,667			217
Net cash provided by operating activities		16,444			1,678			27,269
Investing activities:
Capital expenditures for property and equipment		(6,168	)		(2,237	)		(7,720	)
Loan repayment from unconsolidated affiliates		0			0			807
Investment in development		(43	)		(75	)		(316	)
Proceeds from sale of a discontinued operation		0			0			4,200
Proceeds from the sale of assets		0			3			2
Increase in restricted cash		(488	)		(3,464	)		(1,910	)
Net cash used in investing activities		(6,699	)		(5,773	)		(4,937	)
Financing activities:
Principal payments on debt		(3,021	)		(1,777	)		(79,239	)
Proceeds from issuance of long-term debt		0			0			56,000
Payment of loan costs		(59	)		(120	)		(1,549	)
Capital contributions		1,091			0			0
Net cash used in financing activities		(1,989	)		(1,897	)		(24,788	)
Net increase (decrease) in cash and cash equivalents		7,756			(5,992	)		(2,456	)
Cash and cash equivalents, beginning of period		27,775			33,767			36,988
Cash and cash equivalents, end of period	$	35,531		$	27,775		$	34,532
Supplemental Cash Flow Information:
Cash paid for interest	$	7,272		$	20,499		$	28,946
Cash paid for income taxes	$	470		$	211		$	662
Non-cash items:
Transfer of fixed assets to inventory	$	0		$	0		$	1,883

•

uninsured losses or losses in excess of our insurance coverage;

~~See~~• ~~accompanying~~our ~~notes~~ability to protect our intellectual property, trade secrets and the ~~condensed~~value ~~consolidated~~of ~~financial~~our ~~statements.~~brands; and

6• current and possible future legal restrictions and requirements.

~~GREAT~~Further ~~WOLF~~descriptions ~~RESORTS~~of these risks, ~~INC~~uncertainties, and other matters can be found in our annual report and other reports filed from time to time with the SEC, including but not limited to our Annual Report on Form 10-K for the year ended December 31, 2012. ~~AND~~We ~~SUBSIDIARIES~~caution that the foregoing list of important factors is not complete, and we assume no obligation to update any forward-looking statement that we may make.

~~NOTES~~We TObelieve ~~CONDENSED~~these ~~CONSOLIDATED~~forward-looking ~~FINANCIAL~~statements ~~STATEMENTS~~are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless otherwise required by law. Past financial or operating performance is not necessarily a reliable indicator of future performance and you should not use our historical performance to anticipate results or future period trends.

~~(Unaudited;~~3 ~~dollars in thousands, except share and per share amounts)~~

1.Table ORGANIZATIONof Contents

~~The~~PART ~~terms “Great Wolf Resorts,” “us,” “we,” “our” and “Company” are used in this report to refer to Great Wolf Resorts, Inc~~I. ~~and~~FINANCIAL ~~its~~INFORMATION ~~consolidated subsidiaries.~~

~~Business~~ITEM 1. ~~Summary~~FINANCIAL STATEMENTS

WeGREAT ~~are~~WOLF ~~a family entertainment resort company that provides our guests with a high quality vacation at an affordable price. We are the largest owner~~RESORTS, licensor, operator and developer in North America of drive-to, destination family resorts featuring indoor waterparks and other family-oriented entertainment activities based on the number of resorts in operationINC. ~~Each~~ ofAND ~~our~~SUBSIDIARIES resorts features approximately 300 to 600 family suites, each of which sleeps from six to ten people and includes a wet bar, microwave oven, refrigerator and dining and sitting area. We provide a full-service entertainment resort experience to our target customer base: families with children ranging in ages from 2 to 14 years old that live within a convenient driving distance of our resorts. Our resorts are open year-round and provide a consistent, comfortable environment where our guests can enjoy our various amenities and activities. We operate and license resorts under our Great Wolf Lodge® brand name. We have entered into licensing and management arrangements with third parties relating to the operation of resorts under the Great Wolf Lodge brand name.

WeCONDENSED ~~provide~~CONSOLIDATED ~~our~~BALANCE ~~guests~~SHEETS with a self-contained vacation experience and focus on capturing a significant portion of their total vacation spending. We earn revenues through the sale of rooms (which includes admission to our indoor waterpark), and other revenue-generating resort amenities. Each of our resorts features a combination of the following revenue-generating amenities: themed restaurants, ice cream shop and confectionery, full-service adult spa, kid spa, game arcade, gift shop, miniature golf, interactive game attraction, family tech center and meeting space. We also generate revenues from licensing fees, management fees and other fees with respect to our operation or development of properties owned in whole or in part by third parties.

On(Unaudited; ~~March 24,~~dollars ~~2011, we sold our Blue Harbor Resort~~ in ~~Sheboygan~~thousands, ~~WI.~~except Weshare ~~continue to license the Blue Harbor Resort~~ and ~~related~~per ~~trade names~~share todata) ~~the buyer at no fee. As of March 24, 2011, we no longer operated this resort or managed the condominium units there.~~

On May 4, 2012, the Company merged with K-9 Acquisition, Inc., a Delaware corporation (Merger Sub), in the Merger (as defined and discussed in Note 4 below). Although the Company continued as the same legal entity after the Merger, the Company’s capital structure changed significantly as a result of the Merger and our financial statement presentations distinguish between a “Predecessor” for periods prior to the Merger and a “Successor” for periods subsequent to the Merger. The Merger was accounted for as a business combination using the acquisition method of accounting and Successor financial statements reflect a new basis of accounting that is based on the fair value of assets acquired and liabilities assumed as of the effective time of the Merger. The determination of these fair values reflects appraisals prepared by independent third parties and is based on actual tangible and identifiable intangible assets and liabilities that existed as of the effective time of the Merger. As a result of the application of the acquisition method of accounting as of the effective time of the Merger, the financial statements for the Predecessor period and for the Successor period are presented on different bases and are, therefore, not comparable.


	March 31, 2013			December 31, 2012
				(as revised)
ASSETS
Current assets:
Cash and cash equivalents	$	39,086		$	28,124
Restricted cash		5,963			4,159
Escrows		6,612			7,022
Accounts receivable, net of allowance for doubtful accounts of $5 and $0		6,563			7,620
Accounts receivable – affiliates		5,082			5,145
Inventory		6,819			7,203
Other current assets		5,328			4,284

Total current assets		75,453			63,557
Property and equipment, net of accumulated depreciation of $42,417 and $30,737		605,466			615,055
Investments in and advances to unconsolidated affiliates		31,800			25,697
Other assets		6,376			5,406
Goodwill		124,435			124,435
Intangible assets, net of accumulated amortization of $627 and $456		47,273			47,444

Total assets	$	890,803		$	881,594

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	66,316		$	66,768
Accounts payable		8,132			7,459
Accounts payable – affiliates		2,595			1,741
Accrued interest payable		14,101			7,858
Accrued expenses		25,225			24,934
Advance deposits		14,643			8,360
Gift certificates payable		5,694			6,882
Other current liabilities		1,361			1,655

Total current liabilities		138,067			125,657
Mortgage debt		392,990			396,012
Other long-term debt		61,064			60,984
Deferred tax liability, net		43,665			43,713
Deferred compensation liability		2,614			2,164

Total liabilities		638,400			628,530
Commitments and contingencies (NOTE 8)
Stockholders’ equity:
Common stock, $0.01 par value; 1,000 shares authorized; 200 shares issued and outstanding		0			0
Additional paid-in-capital		267,297			267,112
Accumulated deficit		(14,894	)		(14,048	)

Total stockholders’ equity		252,403			253,064

Total liabilities and stockholders’ equity	$	890,803		$	881,594

~~The~~See ~~following~~accompanying ~~table presents~~notes ~~an overview of our portfolio of resorts. As of September 30, 2012, we operated, managed and/or had licensing arrangements relating~~ to the ~~operation~~condensed ofconsolidated 11financial ~~Great Wolf Lodge resorts (our signature Northwoods-themed resorts)~~statements. We anticipate that most of our future resorts will be licensed and/or developed under our Great Wolf Lodge brand, but we may operate and/or enter into licensing arrangements with other resorts using different brands in appropriate markets.

	OwnershipPercentage			Opened		Number ofGuestSuites			IndoorEntertainmentArea (1)
									(Approx. sq. ft)
Wisconsin Dells, WI (3)		—			1997		385	(2)		102,000
Sandusky, OH (3)		—			2001		271			41,000
Traverse City, MI		100	%		2003		280			57,000
Kansas City, KS		100	%		2003		281			57,000
Williamsburg, VA (4)		100	%		2005		405			87,000
Pocono Mountains, PA (4)		100	%		2005		401			101,000
Niagara Falls, ONT (5)		—			2006		406			104,000
Mason, OH (4)		100	%		2006		401			105,000
Grapevine, TX (4)		100	%		2007		605			110,000
Grand Mound, WA (6)		49	%		2008		398			74,000
Concord, NC (4)		100	%		2009		402			97,000

~~(1)~~GREAT ~~Our~~WOLF ~~indoor entertainment areas generally include our indoor waterpark~~RESORTS, ~~game~~INC. ~~arcade,~~AND ~~children’s~~SUBSIDIARIES ~~activity room, family tech center, MagiQuest® (an interactive game attraction) and fitness room, as well as our spa in the resorts that have such amenities.~~

~~(2)~~CONDENSED ~~Total~~CONSOLIDATED ~~number~~STATEMENTS ofOF ~~guest~~INCOME ~~suites includes 77 condominium units that are individually owned and we manage.~~

(3)Unaudited; ~~These~~dollars ~~properties~~in ~~are owned by CNL Lifestyle Properties, Inc. (CNL~~thousands), ~~a real estate investment trust focused on leisure and lifestyle properties. We currently manage both properties and license the Great Wolf Lodge brand to these resorts.~~

(4) Five of our properties (Great Wolf Lodge resorts in Williamsburg, VA; Pocono Mountains, PA; Mason, OH; Grapevine, TX and Concord, NC) each had a book value of fixed assets equal to ten percent or more of our total assets as of September 30, 2012 and each of those five properties had total revenues equal to ten percent or more of our total revenues for the three months ended September 30, 2012, the period January 1 – May 4, 2012, and the period May 5 – September 30, 2012.


	Successor			Predecessor
	Three months ended March 31,
	2013			2012
				(as revised)
Revenues:
Rooms	$	48,983		$	45,425
Food and beverage		12,554			12,547
Other		12,481			11,305
Management and other fees		1,027			697
Management and other fees – affiliates		1,027			973

Total operating revenues		76,072			70,947
Other revenue from managed properties		3,179			3,070
Other revenue from managed properties – affiliates		2,920			2,772

Total revenues		82,171			76,789
Operating expenses by department:
Rooms		6,696			6,940
Food and beverage		9,007			9,454
Other		10,471			9,732
Other operating expenses:
Selling, general and administrative (including $911 and $0 to affiliates, respectively)		18,990			22,579
Property operating costs		8,975			7,736
Depreciation and amortization		11,875			12,019
Loss on disposition of assets		102			0

Total operating expenses		66,116			68,460
Other expenses from managed properties		3,179			3,070
Other expenses from managed properties – affiliates		2,920			2,772

Total expenses		72,215			74,302

Net operating income		9,956			2,487
Investment income – affiliates		243			220
Interest income		64			58
Interest expense		(9,699	)		(11,657	)
Equity in unconsolidated affiliates		(1,242	)		97

Loss from continuing operations before income taxes		(678	)		(8,795	)
Income tax expense		(168	)		(379	)

Net loss from continuing operations		(846	)		(9,174	)
Discontinued operations, net of tax		0			(36	)

Net loss		(846	)		(9,210	)
Net income attributable to noncontrolling interest, net of tax		0			12

Net loss attributable to Great Wolf Resorts, Inc.	$	(846	)	$	(9,198	)

~~(5)~~See Anaccompanying ~~affiliate~~notes ~~of Ripley Entertainment, Inc. (Ripley), our licensee, owns this resort. We have granted Ripley a license~~ to ~~use~~ the ~~Great~~condensed ~~Wolf~~consolidated ~~Lodge~~financial ~~name for this resort through April 2016~~statements.

~~(6)~~5 This property is owned by a joint venture. The Confederated Tribes of the Chehalis Reservation (Chehalis) owns a 51% interest in the joint venture, and we own a 49% interest. We operate the property and license the Great Wolf Lodge brand to the joint venture under long-term agreements through April 2057, subject to earlier termination in certain situations. The joint venture leases the land for the resort from the United States Department of the Interior, which is trustee for Chehalis.

2.Table REVISIONof OF PRIOR PERIOD FINANCIAL STATEMENTS Contents

InGREAT ~~connection~~WOLF ~~with the preparation of our condensed consolidated financial statements for the second quarter of 2012~~RESORTS, we ~~identified an error in the manner in which deferred tax balances were calculated~~INC. InAND ~~accordance~~SUBSIDIARIES with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), we assessed the materiality of the error and concluded that the error was not material to any of our previously issued financial statements. In accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), we revised our previously issued financial statements to correct the effect of this error. This non-cash revision does not impact our operating income or cash flows for any prior period.

~~The~~CONDENSED ~~following~~CONSOLIDATED ~~tables~~STATEMENTS ~~present~~OF ~~the~~CASH ~~effect~~FLOWS ~~of this correction on the Company’s Consolidated Balance Sheets, Statements of Operations, Statements of Equity and Statements of Cash Flows for all Predecessor periods affected:~~

	As Previously Reported			Adjustment			As Revised
March 31, 2012
Condensed Consolidated Balance Sheet
Other current assets	$	8,459		$	(955	)	$	7,504
Total current assets		72,403			(955	)		71,448
Other assets		25,977			(5,373	)		20,604
Total assets		715,439			(6,328	)		709,111
Deferred tax liability		0			11,961			11,961
Total liabilities		582,517			11,961			594,478
Accumulated deficit		(272,223	)		(18,289	)		(290,512	)
Total Great Wolf Resorts, Inc. stockholders’ equity		132,964			(18,289	)		114,675
Total equity		132,922			(18,289	)		114,633
Total liabilities and equity		715,439			(6,328	)		709,111

(Unaudited; dollars in thousands)


	Successor			Predecessor
	Three Months Ended March 31,
	2013			2012
				(as revised)
Operating activities:
Net loss	$	(846	)	$	(9,210	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		11,875			12,019
Bad debt expense		20			10
Amortization of debt fair value		(1,237	)		0
Non-cash share-based compensation expense		297			791
Loss on disposition of assets		102			0
Equity in unconsolidated affiliates		1,242			(97	)
Deferred tax expense		(48	)		53
Changes in operating assets and liabilities:
Accounts receivable and other assets		1,079			(2,855	)
Accounts payable, accrued expenses and other liabilities		12,043			14,039
Affiliate receivables and payables, net		917			502

Net cash provided by operating activities		25,444			15,252

Investing activities:
Capital expenditures for property and equipment		(3,175	)		(1,121	)
Investment in unconsolidated affiliates		(6,712	)		0
Investment in development		(795	)		(53	)
Proceeds from sale of assets		2			0
Increase in restricted cash		(1,394	)		(2,416	)

Net cash used in investing activities		(12,074	)		(3,590	)

Financing activities:
Principal payments on debt		(2,157	)		(1,435	)
Payment of loan costs		(123	)		(109	)
Repurchase of stock for restricted stock tax withholding		(128	)		0

Net cash used in financing activities		(2,408	)		(1,544	)

Net increase in cash and cash equivalents		10,962			10,118
Cash and cash equivalents, beginning of period		28,124			33,767

Cash and cash equivalents, end of period	$	39,086		$	43,885

Supplemental Cash Flow Information:
Cash paid for interest, net of capitalized interest	$	4,694		$	5,289
Cash paid for income taxes, net of refunds	$	264		$	160
Non-cash items:
Construction in process accruals	$	183		$	0

	As Previously Reported			Adjustment			As Revised
Three Months Ended March 31, 2012
Condensed Consolidated Statement of Operations
Income tax expense	$	441		$	(66	)	$	375
Equity in income of unconsolidated affiliates, net of tax		(92	)		(1	)		(93	)
Net loss from continuing operations		(9,241	)		67			(9,174	)
Net loss		(9,277	)		67			(9,210	)
Net income attributable to noncontrolling interest, net of tax		(13	)		1			(12	)
Net loss attributable to Great Wolf Resorts, Inc.		(9,264	)		66			(9,198	)
Loss per share of common stock basic and diluted:
Loss from continuing operations, net of net income attributable to noncontrolling interest, net of tax	$	(0.29	)	$	0.00		$	(0.29	)
Income (loss) from discontinued operations, net of tax		(0.00	)		0.00			0.00
Basic and diluted loss per common share	$	(0.29	)	$	0.00		$	(0.29	)
Condensed Consolidated Statement of Cash Flow
Net loss	$	(9,277	)	$	67		$	(9,210	)
Deferred tax expense		120			(67	)		53

See accompanying notes to the condensed consolidated financial statements.

	As PreviouslyReported			Adjustment			As Revised
December 31, 2011
Consolidated Balance Sheet
Other current assets	$	7,167		$	(955	)	$	6,212
Total current assets		58,025			(955	)		57,070
Other assets		26,049			(5,493	)		20,556
Total assets		711,322			(6,448	)		704,874
Deferred tax liability		0			11,907			11,907
Total liabilities		569,471			11,907			581,378
Accumulated deficit		(262,959	)		(18,355	)		(281,314	)
Total Great Wolf Resorts, Inc. stockholders’ equity		141,880			(18,355	)		123,525
Total equity		141,851			(18,355	)		123,496
Total liabilities and equity		711,322			(6,448	)		704,874
Year Ended December 31, 2011
Consolidated Statement of Operations
Income tax expense	$	7,086		$	(5,954	)	$	1,132
Equity in loss of unconsolidated affiliates, net of tax		18			(5	)		13
Net loss from continuing operations		(32,324	)		5,959			(26,365	)
Net loss		(25,690	)		5,959			(19,731	)
Net income attributable to noncontrolling interest, net of tax		(27	)		9			(18	)

9Table of Contents

	As PreviouslyReported			Adjustment			As Revised
Net loss attributable to Great Wolf Resorts, Inc.		(25,663	)		5,950			(19,713	)
Loss per share of common stock basic and diluted:
Loss from continuing operations, net of net income attributable to noncontrolling interest, net of tax	$	(1.03	)	$	0.19		$	(0.84	)
Income from discontinued operations, net of tax		0.21			0.00			0.21
Basic and diluted loss per common share	$	(0.82	)	$	0.19		$	(0.63	)
Consolidated Statement of Equity
Net loss attributable to Great Wolf Resorts, Inc.	$	(25,663	)	$	5,950		$	(19,713	)
Accumulated deficit		(262,959	)		(18,355	)		(281,314	)
Consolidated Statement of Cash Flow
Net loss	$	(25,690	)	$	5,959		$	(19,731	)
Deferred tax expense		6,167			(5,959	)		208

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

	As PreviouslyReported			Adjustment			As Revised
September 30, 2011
Condensed Consolidated Balance Sheet
Other assets	$	29,470		$	(8,234	)	$	21,236
Total assets		729,783			(8,234	)		721,549
Deferred tax liability		0			11,853			11,853
Total liabilities		574,175			11,853			586,028
Accumulated deficit		(248,586	)		(20,087	)		(268,673	)
Total Great Wolf Resorts, Inc. stockholders’ equity		155,634			(20,087	)		135,547
Total equity		155,608			(20,087	)		135,521
Total liabilities and equity		729,783			(8,234	)		721,549
Three Months Ended September 30, 2011
Condensed Consolidated Statement of Operations
Income tax expense	$	39		$	179		$	218
Equity in income of unconsolidated affiliates, net of tax		(184	)		83			(101	)
Net income from continuing operations		1,638			(262	)		1,376
Net income		1,533			(262	)		1,271
Net income attributable to Great Wolf Resorts, Inc.		1,515			(262	)		1,253
Income per share of common stock basic and diluted:
Income from continuing operations, net of net income attributable to noncontrolling interest, net of tax	$	0.05		$	(0.01	)	$	0.04
Income from discontinued operations, net of tax		0.00			0.00			0.00
Basic and diluted loss per common share	$	0.05		$	(0.01	)	$	0.04

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10Note 1 – Organization

	As PreviouslyReported			Adjustment			As Revised
Nine Months Ended September 30, 2011
Condensed Consolidated Statement of Operations
Income tax expense	$	5,175		$	(4,336	)	$	839
Equity in income of unconsolidated affiliates, net of tax		(667	)		115			(552	)
Net loss from continuing operations		(18,011	)		4,221			(13,790	)
Net loss		(11,307	)		4,221			(7,086	)
Net income attributable to noncontrolling interest, net of tax		(17	)		3			(14	)
Net loss attributable to Great Wolf Resorts, Inc.		(11,290	)		4,218			(7,072	)
Loss per share of common stock basic and diluted:
Loss from continuing operations, net of net income attributable to noncontrolling interest, net of tax	$	(0.58	)	$	0.13		$	(0.45	)
Income from discontinued operations, net of tax		0.22			0.00			0.22
Basic and diluted loss per common share	$	(0.36	)	$	0.13		$	(0.23	)
Condensed Consolidated Statement of Cash Flow
Net loss	$	(11,307	)	$	4,221		$	(7,086	)
Deferred tax expense		4,380			(4,221	)		159

Note 2 – Summary of Significant Accounting Policies

	As PreviouslyReported			Adjustment			As Revised
June 30, 2011
Condensed Consolidated Balance Sheet
Other assets	$	30,704		$	(8,026	)	$	22,678
Total assets		744,470			(8,026	)		736,444
Deferred tax liability		0			11,798			11,798
Total liabilities		590,908			11,798			602,706
Accumulated deficit		(250,101	)		(19,824	)		(269,925	)
Total Great Wolf Resorts, Inc. stockholders’ equity		153,607			(19,824	)		133,783
Total equity		153,562			(19,824	)		133,738
Total liabilities and equity		744,470			(8,026	)		736,444
Three Months Ended June 30, 2011
Condensed Consolidated Statement of Operations
Income tax expense	$	134		$	214		$	348
Equity in income of unconsolidated affiliates, net of tax		(332	)		(12	)		(344	)
Net loss from continuing operations		(6,745	)		(202	)		(6,947	)
Discontinued operations, net of tax		107			(172	)		(65	)
Net loss		(6,852	)		(30	)		(6,882	)
Net income attributable to noncontrolling interest, net of tax		(21	)		(2	)		(23	)
Net loss attributable to Great Wolf Resorts, Inc.		(6,831	)		(28	)		(6,859	)
Loss per share of common stock basic and diluted:
Loss from continuing operations, net of net income attributable to noncontrolling interest, net of tax	$	(0.22	)	$	0.00		$	(0.22	)
Income from discontinued operations, net of tax		0.00			0.00			0.00
Basic and diluted loss per common share	$	(0.22	)	$	0.00		$	(0.22	)

Note 3 – Revision of Prior Period Financial Statements

11Note 4 – Related-Party and Affiliate Transactions

	As PreviouslyReported			Adjustment			As Revised
Six months Ended June 30, 2011
Condensed Consolidated Statement of Operations
Income tax expense	$	5,136		$	(4,515	)	$	621
Equity in (income) loss of unconsolidated affiliates, net of tax		(483	)		32			(451	)
Net loss from continuing operations		(19,649	)		4,483			(15,166	)
Net loss		(12,840	)		4,483			(8,357	)
Net income attributable to noncontrolling interest, net of tax		(35	)		3			(32	)
Net loss attributable to Great Wolf Resorts, Inc.		(12,805	)		4,480			(8,325	)
Loss per share of common stock basic and diluted:
Loss from continuing operations, net of net income attributable to noncontrolling interest, net of tax	$	(0.63	)	$	0.14		$	(0.49	)
Income from discontinued operations, net of tax		0.22			0.00			0.22
Basic and diluted loss per common share	$	(0.41	)	$	0.14		$	(0.27	)
Condensed Consolidated Statement of Cash Flow
Net loss	$	(12,840	)	$	4,483		$	(8,357	)
Deferred tax expense		4,589			(4,483	)		106

Note 5 – Debt

	As PreviouslyReported			Adjustment			As Revised
March 31, 2011
Condensed Consolidated Balance Sheet
Other assets	$	31,496		$	(8,053	)	$	23,443
Total assets		761,625			(8,053	)		753,572
Deferred tax liability		0			11,744			11,744
Total liabilities		601,655			11,744			613,399
Accumulated deficit		(243,270	)		(19,797	)		(263,067	)
Total Great Wolf Resorts, Inc. stockholders’ equity		159,993			(19,797	)		140,196
Total equity		159,970			(19,797	)		140,173
Total liabilities and equity		761,625			(8,053	)		753,572
Three Months Ended March 31, 2011
Condensed Consolidated Statement of Operations
Income tax expense	$	5,002		$	(4,729	)	$	273
Equity in income of unconsolidated affiliates, net of tax		(151	)		44			(107	)
Net loss from continuing operations		(12,904	)		4,685			(8,219	)
Discontinued operations, net of tax		(6,916	)		172			(6,744	)
Net loss		(5,988	)		4,513			(1,475	)
Net income attributable to noncontrolling interest, net of tax		(14	)		5			(9	)
Net loss attributable to Great Wolf Resorts, Inc.		(5,974	)		4,508			(1,466	)
Loss per share of common stock basic and diluted:
Loss from continuing operations, net of net income attributable to noncontrolling interest, net of tax	$	(0.41	)	$	0.14		$	(0.27	)
Income from discontinued operations, net of tax		0.22			0.00			0.22
Basic and diluted loss per common share	$	(0.19	)	$	0.14		$	(0.05	)
Condensed Consolidated Statement of Cash Flow
Net loss	$	(5,988	)	$	4,513		$	(1,475	)
Deferred tax expense		4,562			(4,513	)		49

Note 6 – Fair Value of Financial Instruments

12Note 7 – Derivative Instruments

	As PreviouslyReported			Adjustment			As Revised
December 31, 2010
Consolidated Balance Sheet
Other assets	$	38,649		$	(12,615	)	$	26,034
Total assets		771,238			(12,615	)		758,623
Deferred tax liability		0			11,690			11,690
Total liabilities		605,468			11,690			617,158
Accumulated deficit		(237,296	)		(24,305	)		(261,601	)
Total Great Wolf Resorts, Inc. stockholders’ equity		165,779			(24,305	)		141,474
Total equity		165,770			(24,305	)		141,465
Total liabilities and equity		771,238			(12,615	)		758,623
Year Ended December 31, 2010
Consolidated Statement of Operations
Income tax expense (benefit)	$	(5,403	)	$	6,188		$	785
Equity in loss of unconsolidated affiliates, net of tax		576			72			648
Net loss from continuing operations		(50,563	)		(6,260	)		(56,823	)
Discontinued operations, net of tax		455			54			509
Net loss		(51,018	)		(6,314	)		(57,332	)
Net loss attributable to Great Wolf Resorts, Inc.		(51,009	)		(6,314	)		(57,323	)
Loss per share of common stock basic and diluted:
Loss from continuing operations, net of net income attributable to noncontrolling interest, net of tax	$	(1.63	)	$	(0.20	)	$	(1.83	)
Loss from discontinued operations, net of tax		(0.02	)		0.00			(0.02	)
Basic and diluted loss per common share	$	(1.65	)	$	(0.20	)	$	(1.85	)
Consolidated Statement of Equity
Net loss attributable to Great Wolf Resorts, Inc.	$	(51,009	)	$	(6,314	)	$	(57,323	)
Accumulated deficit		(237,296	)		(24,305	)		(261,601	)
Consolidated Statement of Cash Flow
Net loss	$	(51,018	)	$	(6,314	)	$	(57,332	)
Deferred tax expense		(6,408	)		6,314			(94	)

Note 8 – Commitments and Contingencies

	As PreviouslyReported			Adjustment			As Revised
Year Ended December 31, 2009
Consolidated Statement of Operations
Income tax expense	$	220		$	(40	)	$	180
Equity in loss of unconsolidated affiliates, net of tax		2,435			(3	)		2,432
Net loss from continuing operations		(30,518	)		43			(30,475	)
Discontinued operations, net of tax		27,958			(41	)		27,917
Net loss		(58,476	)		84			(58,392	)
Loss per share of common stock basic and diluted:
Loss from continuing operations, net of net income attributable to noncontrolling interest, net of tax	$	(0.99	)	$	(0.00	)	$	(0.99	)
Loss from discontinued operations, net of tax		(0.91	)		0.00			(0.91	)
Basic and diluted loss per common share	$	(1.90	)	$	0.00		$	(1.90	)

Note 9 – Segments

13Note 10 – Supplemental Guarantor Condensed Consolidating Financial Statements

	As PreviouslyReported			Adjustment			As Revised
Consolidated Statement of Equity
Net loss	$	(58,476	)	$	84		$	(58,392	)
Accumulated deficit		(186,287	)		(17,991	)		(204,278	)
Consolidated Statement of Cash Flow
Net loss	$	(58,476	)	$	84		$	(58,392	)
Deferred tax expense		131			(84	)		47

3.Table SUMMARYof OF SIGNIFICANT ACCOUNTING POLICIES Contents

~~General~~GREAT —WOLF ~~We have prepared these unaudited condensed consolidated interim financial statements according to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly~~RESORTS, we have omitted certain information and footnote disclosures that are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP)INC. ~~The~~AND ~~December 31,~~SUBSIDIARIES 2011 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. These interim financial statements should be read in conjunction with the financial statements, accompanying notes and other information included in our Annual Report on Form 10-K for the year ended December 31, 2011.

~~The~~NOTES ~~accompanying~~TO ~~unaudited~~CONDENSED ~~condensed~~CONSOLIDATED ~~consolidated~~FINANCIAL ~~interim~~STATEMENTS financial statements reflect all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the financial condition and results of operations and cash flows for the periods presented. The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our actual results could differ from those estimates. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the entire year.

~~Certain~~(Unaudited; ~~2011~~dollars ~~amounts~~in ~~have~~thousands) ~~been reclassified to conform to the 2012 presentation:~~

•1. OnORGANIZATION ~~our condensed consolidated balance sheet, we have reclassified and presented as a separate line item accrued interest payable, which was previously included with accrued expenses; and~~

•The Onterms ~~our~~“Great ~~condensed~~Wolf ~~consolidated~~Resorts,” ~~balance sheet~~“us,” “we,” ~~have~~and ~~reclassified~~“our” ~~and~~are used ~~presented~~in asthis areport ~~separate~~to ~~line~~refer ~~item~~to ~~goodwill,~~Great ~~which~~Wolf ~~was~~Resorts, ~~previously~~Inc.® ~~included~~and ~~with~~its ~~intangible~~consolidated ~~assets~~subsidiaries.

~~Principles~~Business ofSummary Consolidation — The accompanying condensed consolidated financial statements include all of the accounts of Great Wolf Resorts, Inc. and our consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.

~~Intangibles~~We —are ~~Our~~a ~~intangible~~family ~~assets~~entertainment ~~consist~~resort ofcompany that provides our guests with a high quality vacation at an affordable price. We are the ~~value~~largest owner, licensor, operator and developer in North America of drive-to destination family resorts featuring indoor waterparks and other family-oriented entertainment activities. Each of our ~~brand~~resorts ~~names~~features approximately 300 to 600 family suites, ~~management~~each ~~contracts~~of which sleeps from six to ten people and ~~patented~~includes a wet bar, microwave oven, refrigerator and ~~unpatented~~dining and sitting area. We provide a full-service entertainment resort experience to our primary target customer base: families with children ranging in ages from 2 to 12 years old that live within a convenient ~~technologies~~driving distance of our resorts. A ~~summary~~Several of our ~~intangibles~~resorts ishave assignificant ~~follows:~~meeting space or conference centers, allowing us to also attract groups in addition to our leisure guests. Our resorts are open year-round and provide a consistent, comfortable environment where our guests can enjoy our various amenities and activities. We operate and license resorts under our Great Wolf Lodge® brand name. We own and operate the majority of the resorts in our portfolio; we have also entered into licensing and management arrangements with third parties relating to the operation of resorts under the Great Wolf Lodge brand name.

	SuccessorSeptember 30, 2012		PredecessorDecember 31, 2011
Brand names	$	40,800	$	23,829
Management contracts, net of amortization		8,015		—
Patented and unpatented technologies		1,821		1,481
	$	50,636	$	25,310

Each of our Great Wolf Lodge resorts has a Northwoods lodge theme, designed with exposed timber beams, massive stone fireplaces, Northwoods creatures including mounted wolves and an animated two-story Clock Tower that provides theatrical entertainment for younger guests. We provide our guests with a self-contained vacation experience and focus on capturing a significant portion of their total vacation spending. We earn revenues through the sale of rooms (which includes admission to our indoor waterpark), and other revenue-generating resort amenities. Each of our resorts features a combination of the following revenue-generating amenities: themed restaurants, ice cream shop and confectionery, kid spa, game arcade, gift shop, miniature golf, interactive game attraction and meeting space. We also generate revenues from licensing fees, management fees and other fees with respect to our operation or development of properties owned in whole or in part by third parties.

~~The~~On ~~brand~~May 4, ~~name~~2012, ~~intangible~~the ~~assets~~Company ~~have~~merged ~~indefinite~~(the ~~useful~~“Merger”) ~~lives. We~~with doK-9 ~~not~~Acquisition, ~~amortize~~Inc., ~~the~~a ~~brand~~Delaware ~~name~~corporation (“Merger ~~intangibles,~~Sub”) ~~but~~and ~~instead~~subsidiary ~~test~~of ~~them~~a ~~for~~fund ~~possible~~managed ~~impairment~~by atan ~~least~~affiliate ~~annually~~of orApollo ~~when~~Global ~~circumstances~~Management, ~~warrant~~LLC (together with its subsidiaries, by“Apollo”). ~~comparing~~Although the ~~fair~~Company ~~value~~continued ofas the ~~intangible~~same ~~asset~~legal ~~with~~entity ~~its~~after ~~carrying~~the ~~amount. We~~Merger, ~~amortize~~the Company’s capital structure changed significantly as a result of the Merger and our ~~management~~financial ~~contract~~statement ~~intangibles~~presentations ~~over~~distinguish between a “Predecessor” for periods prior to the Merger and a “Successor” for periods subsequent to the Merger. As a ~~remaining~~result ~~life~~of the application of the ~~contracts,~~acquisition ~~ranging~~method ~~from~~of 4accounting ~~years~~as toof 45the ~~years. We~~effective ~~amortize~~time ~~our~~of ~~patented~~the Merger, the financial statements for the Predecessor period and ~~unpatented~~for ~~technologies~~the ~~over~~Successor 15period ~~years~~are presented on different bases and are, therefore, not comparable.

Goodwill — The excess of the purchase price of entities that are considered to be purchases of businesses over the estimated fair value of tangible and identifiable intangible assets acquired is recorded as goodwill2. WeSUMMARY ~~are~~OF ~~required~~SIGNIFICANT toACCOUNTING ~~assess~~POLICIES goodwill for impairment annually, or more frequently if circumstances indicate impairment may have occurred. Recoverability of goodwill is measured at the reporting unit level and determined using a two-step process. The first step compares the carrying amount of the reporting unit to its estimated fair value. If the estimated fair value of a reporting unit

14Basis of Presentation — We have prepared these unaudited condensed consolidated financial statements and related notes in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in an annual report have been condensed or omitted for this quarterly report. The balance sheet as of December 31, 2012 was derived from the audited financial statements. Therefore, these interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, accompanying notes and other information included in our Annual Report on Form 10-K for the year ended December 31, 2012.

~~exceeds~~In ~~its~~the ~~carrying~~opinion ~~amount, goodwill~~ of ~~the~~management, ~~reporting~~all ~~unit~~adjustments is(which ~~not~~include ~~impaired~~only ~~and~~normal ~~the~~recurring ~~second~~adjustments) necessary ~~step~~to ofpresent ~~the~~fairly ~~impairment~~in ~~test~~all ismaterial ~~not~~respects ~~necessary. To~~ the ~~extent~~financial ~~that~~position, ~~the~~results ~~carrying value~~ of ~~the~~operations ~~reporting unit~~and ~~exceeds~~cash ~~its~~flows ~~estimated~~for ~~fair~~all ~~value,~~periods apresented ~~second~~have ~~step~~been ismade. ~~performed,~~Our ~~wherein~~business ~~the reporting unit’s carrying value of goodwill~~ is ~~compared~~seasonal toand ~~the~~for ~~implied~~this ~~fair~~and ~~value~~other ofreasons ~~goodwill.~~operating Toresults ~~the~~for ~~extent~~interim ~~that the carrying value exceeds the implied fair value,~~periods ~~impairment~~may ~~exists~~not ~~and must~~ be ~~recognized.~~indicative Weof ~~determine~~ our ~~reporting~~full ~~units’~~year ~~fair~~results ~~values~~or ~~using~~future ~~a discounted cash flow model~~performance.

InPrinciples ~~connection~~of ~~with~~Consolidation ~~the~~— Summary. ~~acquisition~~The ofaccompanying ~~the~~unaudited ~~majority~~condensed ~~interest~~consolidated infinancial ~~Creative~~statements ~~Kingdoms,~~include ~~LLC~~all ~~(CK)~~of inthe ~~2010,~~accounts weof ~~recorded~~Great ~~$1,365~~Wolf ofResorts ~~goodwill.~~and Inour ~~2012~~consolidated insubsidiaries. ~~connection~~All ~~with~~significant ~~the~~intercompany ~~Merger,~~balances weand ~~recorded~~transactions ~~$97,497~~have ofbeen ~~goodwill~~eliminated asin ~~part~~the ofcondensed ~~purchase~~consolidated ~~accounting~~financial statements.

Balance as of January 1, 2011 (Predecessor)
Goodwill recorded related to the acquisition of the majority interest in CK	$	1,365
Balance as of December 31, 2011 and May 4, 2012 (Predecessor)	$	1,365
Goodwill removed as a result of the Merger		(1,365	)
Goodwill recorded related to the Merger		97,497
Balance as of September 30, 2012 (Successor)	$	97,497

Noncontrolling Interests. CK was a consolidated subsidiary with a noncontrolling interest through December 28, 2012, at which time we purchased the noncontrolling interest. Prior to that date, the net earnings attributable to the controlling and noncontrolling interests were included on the face of our condensed consolidated statements of income.

~~Noncontrolling~~8 Interests — We record the interests in CK not owned by us as a separate component of our consolidated equity on our condensed consolidated balance sheet. The net earnings attributable to the controlling and noncontrolling interests are included on the face of our statements of operations.

DiscontinuedTable Operations — We record the results of the operations of an entity that has been disposed of as a discontinued operation in the consolidated statements of operations when the operations and cash flows of the entity have been eliminated from the ongoing operations and we do not have any significant continuing involvement in the operations of the entity after the disposal transaction. During the nine months ended September 30, 2011 we disposed of our Blue Harbor Resort property and have included that property’s operations and gain on sale in discontinued operations for all periods presented. The operations of Blue Harbor Resort were formerly included in our Resort Ownership/Operation segment. Contents

~~Income~~Variable ~~Taxes —~~Interest AtEntities. ~~the~~A ~~end~~legal ofentity ~~each~~is ~~interim~~referred ~~reporting~~to ~~period~~as a variable interest entity if, weby ~~estimate~~design (1) the ~~effective~~total ~~tax~~equity ~~rate~~investment ~~expected~~at torisk beis ~~applicable~~not ~~for~~sufficient to permit the ~~full~~legal ~~fiscal~~entity ~~year.~~to Wefinance ~~use~~its activities without additional subordinated financial support from other parties, or (2) the entity has equity investors that ~~estimated~~cannot ~~effective~~make ~~tax~~significant ~~rate~~decisions inabout ~~providing~~the ~~for~~entity’s ~~income~~operations ~~taxes~~through onvoting arights, ~~year-to-date~~or ~~basis.~~do Wenot ~~account for~~have the ~~tax~~obligation ~~effect~~to ofabsorb ~~significant~~the ~~unusual~~expected losses, or ~~extraordinary~~do ~~items~~not inhave the ~~period~~right into ~~which~~receive ~~they~~the ~~occur~~residual returns of the entity. WeA variable ~~account~~interest ~~for~~entity ~~major~~must ~~changes~~be inconsolidated ~~our~~if ~~valuation~~it ~~allowance~~is ~~within~~determined ~~continuing~~that ~~operations~~we inhave both the ~~period~~(1) power into ~~which~~direct ~~they~~the ~~occur~~activities of the variable interest entity that most significantly impact the entity’s economic performance and (2) obligation to absorb losses or the right to receive benefits of the variable interest entity that could potentially be significant to the variable interest entity.

~~Segments~~In —accordance Wewith the guidance for the consolidation of variable interest entities, we analyze our variable interests, including equity investments and management agreements, to determine if an entity in which we have ~~two~~a ~~reportable~~variable ~~segments:~~interest is a variable interest entity and whether we must consolidate that variable interest entity. Our analysis includes both quantitative and qualitative reviews. We based our quantitative analysis on the forecasted cash flows of the entity, and our qualitative analysis on a consideration of all facts and circumstances including, but not limited to, our role in establishing the variable interest entity, our ongoing rights and responsibilities, the organization structure, and relevant financial and other agreements.

•We ~~Resort~~have ~~ownership/operation~~an equity investment in the joint venture that owns the Great Wolf Lodge resort in Grand Mound, Washington as described in Note 4. We manage that resort and we have concluded that the joint venture is a variable interest entity due to the management contract that provides us with certain rights. However, we have concluded that we are not the primary beneficiary because the majority equity owner has substantive participating rights over the activities that most significantly impact the economic performance of the joint venture. As a result, we have concluded that power is shared between us and the other equity investor. As we share power with the majority equity owner, we are not the primary beneficiary of the joint venture and, therefore, we do not consolidate this entity. We have not provided any support to this entity that we were not contractually obligated to provide as of March 31, 2013 and December 31, 2012. Our maximum exposure to loss related to our involvement with this entity as of March 31, 2013 and December 31, 2012 is limited to the carrying value of our equity investments in the joint venture and receivables as of those dates. Our exposure is limited because of the non-~~revenues~~recourse ~~derived~~nature ~~from~~of the borrowings of the joint venture. The total carrying values of those items on our condensed consolidated ~~owned~~balance ~~resorts;~~sheet as of March 31, 2013 and December 31, 2012 is $34,977 and $29,570, respectively, and are included in the “Accounts receivable — affiliates” and “Investments in and advances to unconsolidated affiliates” line items on our condensed consolidated balance sheets.

•Reclassifications ~~Resort~~— ~~third~~We have reclassified (i) “Affiliate receivables and payables, net” in our 2012 condensed consolidated statements of cash flows on a separate line to present related-party ~~management/licensing-revenues~~transactions ~~derived~~on ~~from~~the ~~management,~~face ~~license~~of the statement, and ~~other~~(ii) income ~~related~~tax ~~fees~~expense from “Equity in unconsolidated ~~managed~~affiliates” ~~resorts.~~to ~~The~~“Income ~~following~~tax ~~summarizes~~expense” ~~significant~~in our ~~financial~~2012 ~~information~~condensed ~~regarding~~consolidated ~~our~~statements ~~segments:~~of income as equity in unconsolidated affiliates is no longer presented net of tax, to conform to the 2013 presentation.

~~The~~Discontinued ~~Other~~Operations ~~column~~— inOn ~~the table~~March 24, ~~includes~~2011, ~~items~~we ~~that~~sold doour ~~not~~Blue ~~constitute~~Harbor Resort. As a ~~reportable~~result ~~segment~~of ~~and~~the ~~represent~~sale, ~~corporate-level~~we ~~activities~~have ~~and~~included the ~~activities~~operations of ~~other operations not included in~~ the ~~Resort~~Blue ~~Ownership/Operation~~Harbor or Resort ~~Third-Party~~in ~~Management/License~~discontinued ~~segments.~~operations ~~Included~~for inall ~~net~~prior ~~operating~~periods ~~loss~~presented. inThe ~~the~~operations ~~other column are $1,626, $2,678~~ and ~~$15,970~~cash flows of ~~merger-related transaction costs for~~ the ~~three~~entity ~~months~~have ~~ended~~been ~~September 30,~~eliminated ~~2012~~from ~~and~~ the ~~periods~~ongoing ~~May 5,~~operations ~~2012 – September 30, 2012,~~ and ~~January 1,~~ ~~2012~~we –do ~~May 4,~~not ~~2012,~~have ~~respectively.~~any ~~Total~~significant ~~assets~~continuing atinvolvement ~~the corporate level primarily consist of cash, our investment~~ in ~~affiliates, and intangibles. At September 30, 2012 goodwill in~~ the ~~amounts~~operations of ~~$92,688~~the ~~and~~entity ~~$4,809~~after ~~have been assigned to~~ the ~~Resort~~disposal ~~Ownership/Operation and Other segments, respectively~~transaction.

15Income Taxes — At the end of each interim reporting period, we estimate the effective tax rate expected to be applicable for the full fiscal year. We use that estimated effective tax rate in providing for income taxes on a year-to-date basis. We account for the tax effect of significant unusual or extraordinary items in the period in which they occur. We account for major changes in our valuation allowance within continuing operations in the period in which they occur.

	ResortOwnership/Operation			ResortThird-PartyManagement/License		Other			Totals perFinancialStatements
Three months ended September 30, 2012 (Successor)
Revenues	$	77,425		$	8,123	$	1,813		$	87,361
Depreciation and amortization		(10,520	)		—		(1,246	)		(11,766	)
Net operating income (loss)		14,551			2,183		(3,119	)		13,615
Investment income – affiliates		—			—		—			(220	)
Interest income		—			—		—			(48	)
Interest expense		—			—		—			10,015
Income from continuing operations before income taxes and equity in income of unconsolidated affiliates		—			—		—		$	3,868
Total assets		747,092			1,238		128,068		$	876,398

New Accounting Pronouncements — We have considered all recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our condensed consolidated financial statements.

	ResortOwnership/Operation			ResortThird-PartyManagement/License		Other			Totals perFinancialStatements
Period May 5, 2012 through September 30, 2012 (Successor)
Revenues	$	120,089		$	12,745	$	2,591		$	135,425
Depreciation and amortization		(17,470	)		—		(2,075	)		(19,545	)
Net operating income (loss)		17,936			3,198		(6,027	)		15,107
Investment income – affiliates		—			—		—			(357	)
Interest income		—			—		—			(79	)
Interest expense		—			—		—			16,274
Loss from continuing operations before income taxes and equity in income of unconsolidated affiliates		—			—		—		$	(731	)
Additions to long-lived assets		5,968			—		200		$	6,168

	ResortOwnership/Operation			ResortThird-PartyManagement/License		Other			Totals perFinancialStatements
Period January 1, 2012 through May 4, 2012 (Predecessor)
Revenues	$	95,876		$	10,906	$	1,110		$	107,892
Depreciation and amortization		(15,476	)		—		(993	)		(16,469	)
Net operating income (loss)		11,070			2,813		(20,007	)		(6,124	)
Investment income – affiliates		—			—		—			(303	)
Interest income		—			—		—			(82	)
Interest expense		—			—		—			16,016
Loss from continuing operations before income taxes and equity in income of unconsolidated affiliates		—			—		—		$	(21,755	)
Additions to long-lived assets		2,173			—		64		$	2,237

163. REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

	ResortOwnership/Operation			ResortThird-PartyManagement/License		Other			Totals perFinancialStatements
Three months ended September 30, 2011(Predecessor)
Revenues	$	74,194		$	7,462	$	1,895		$	83,551
Depreciation and amortization		(14,045	)		—		(754	)		(14,799	)
Net operating income		11,243			1,868		81			13,192
Investment income – affiliates		—			—		—			(220	)
Interest income		—			—		—			(50	)
Interest expense		—			—		—			11,969
Income from continuing operations before income taxes and equity in income of unconsolidated affiliates		—			—		—		$	1,493
Additions to long-lived assets		2,400			—		146		$	2,546

In connection with the preparation of our condensed consolidated financial statements for the first quarter of 2013, we identified an error in the timely recording for separation payments. In accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), we assessed the materiality of the error and concluded that the error was not material to any of our previously issued financial statements. In accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), we revised our previously issued financial statements to correct the effect of this error. As the revision relates to the fourth quarter of 2012, it will be reflected in future filings as applicable.

	ResortOwnership/Operation			ResortThird-PartyManagement/License		Other			Totals perFinancialStatements
Nine months ended September 30, 2011(Predecessor)
Revenues	$	204,655		$	22,145	$	4,361		$	231,161
Depreciation and amortization		(39,083	)		—		(2,279	)		(41,362	)
Net operating income (loss)		19,086			5,303		(2,556	)		21,833
Investment income – affiliates		—			—		—			(682	)
Interest income		—			—		—			(156	)
Interest expense		—			—		—			36,174
Loss from continuing operations before income taxes and equity in income of unconsolidated affiliates		—			—		—		$	(13,503	)
Additions to long-lived assets		7,362			—		358		$	7,720
Total assets		611,112			927		109,510		$	721,549

The following table presents the effect of this correction on the Company’s Consolidated Balance Sheet as of December 31, 2012 and on the Consolidated Statement of Income, Consolidated Statement of Equity and Consolidated Statement of Cash Flows for the successor period May 5, 2012 through December 31, 2012:

Recent Accounting Pronouncements — In May 2011, the FASB issued guidance that clarifies and changes the application of various fair value measurement principles and disclosure requirements. This guidance is effective for interim and annual periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on our consolidated financial statements.


	As Previously Reported			Adjustment			As Revised
December 31, 2012
Consolidated Balance Sheet
Accrued expenses	$	23,888		$	1,046		$	24,934
Total current liabilities		124,611			1,046			125,657
Total liabilities		627,484			1,046			628,530
Accumulated deficit		(13,002	)		(1,046	)		(14,048	)
Total stockholders’ equity		254,110			(1,046	)		253,064

Period May 5, 2012 through December 31, 2012
Consolidated Statement of Income
Selling, general and administrative		51,930			1,046			52,976
Total operating expenses		177,591			1,046			178,637
Total expenses		193,190			1,046			194,236
Net operating income		13,996			(1,046	)		12,950
Loss from continuing operations before income taxes		(11,425	)		(1,046	)		(12,471	)
Net loss from continuing operations		(13,094	)		(1,046	)		(14,140	)
Net loss		(13,085	)		(1,046	)		(14,131	)
Net loss attributable to Great Wolf Resorts, Inc.		(13,002	)		(1,046	)		(14,048	)
Consolidated Statement of Equity
Net loss attributable to Great Wolf Resorts, Inc.	$	(13,002	)		(1,046	)		(14,048	)
Accumulated deficit		(13,002	)		(1,046	)		(14,048	)
Consolidated Statement of Cash Flow
Net loss		(13,085	)		(1,046	)		(14,131	)
Accounts payable, accrued expenses and other liabilities		1,000			1,046			2,046

In ~~September~~connection ~~2011,~~with the ~~FASB~~preparation ~~issued~~of ~~guidance~~our ~~that~~condensed ~~permits~~consolidated anfinancial ~~entity~~statements anfor ~~option~~the ~~to first~~second ~~perform~~quarter aof ~~qualitative~~2012, ~~assessment~~we toidentified ~~determine~~an ~~whether~~error itin isthe ~~more~~manner ~~likely~~in ~~than~~which ~~not~~deferred ~~that~~tax ~~the~~balances ~~fair~~were ~~value~~calculated. ofIn aaccordance ~~reporting~~with ~~unit~~accounting isguidance ~~less~~found ~~than~~in ~~its~~ASC ~~carrying~~250-10 ~~amount. If~~(SEC anStaff ~~entity~~Accounting ~~believes~~Bulletin No. 99, asMateriality), awe ~~result~~assessed the materiality of ~~its~~the ~~qualitative~~error ~~assessment,~~and concluded that itthe iserror ~~more~~was ~~likely than~~ not ~~that~~material ~~the~~to ~~fair~~any ~~value~~ of aour ~~reporting~~previously ~~unit~~issued isfinancial ~~less~~statements. ~~than~~In ~~its~~accordance ~~carrying~~with ~~amount,~~accounting ~~the~~guidance ~~quantitative~~found ~~impairment~~in ~~test~~ASC is250-10 ~~required~~(SEC Staff Accounting Bulletin No. ~~Otherwise~~108, noConsidering ~~further~~the Effects ~~impairment~~of ~~testing~~Prior isYear ~~required. The~~Misstatements ~~guidance~~when isQuantifying ~~effective~~Misstatements ~~for~~in ~~annual~~Current ~~and~~Year ~~interim goodwill~~Financial ~~impairment~~Statements), ~~tests~~we ~~performed~~revised ~~for~~our ~~fiscal~~previously ~~years~~issued ~~beginning~~financial ~~after~~statements ~~December 15,~~to ~~2011. The~~correct ~~adoption~~the effect of this ~~guidance~~error. ~~did~~This ~~not~~non-cash ~~have~~revision adoes ~~material~~not impact on our operating ~~consolidated~~income ~~financial~~or ~~statements~~cash flows for any prior period.

In10 July 2012, the FASB issued guidance on testing indefinite-lived intangible assets, other than goodwill, for impairment. An entity testing an indefinite-lived intangible asset for impairment has the option of performing a qualitative assessment before calculating the fair value of the asset. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a the asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further impairment testing is required. The guidance is effective for annual and interim indefinite-lived intangible assets impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this guidance did not have a material impact on our consolidated financial statements.

4.Table PURCHASEof ACCOUNTING IN CONNECTION WITH THE MERGER Contents

OnThe ~~March 12,~~following ~~2012,~~table wepresents ~~entered~~the ~~into~~effect ~~an Agreement and Plan~~ of ~~Merger~~this ~~(as~~correction ~~amended,~~on the ~~Merger~~Company’s ~~Agreement) with K-9~~Condensed ~~Holdings,~~Consolidated ~~Inc.,~~Statements aof ~~Delaware~~Income ~~corporation (K-9),~~ and ~~Merger~~Statements ~~Sub, a direct wholly-owned subsidiary~~ of ~~K-9.~~Cash ~~Pursuant~~Flows ~~to the terms of the Merger Agreement, among other things, K-9 and Merger Sub agreed to make a tender offer (the Offer)~~ for ~~all of~~ the ~~outstanding~~ ~~shares~~three ~~(each,~~months aended ~~Share) of common stock (including restricted shares)~~March 31, ~~par value $0~~2012.01 ~~per~~See ~~share,~~Note 2 offor ~~the~~additional ~~Company~~discussion ~~(the Common Stock) at a price~~ of ~~$7.85 per share, net to~~ the ~~seller in cash, without interest (the Offer Price)~~reclassification. ~~Approximately~~ ~~76% of the outstanding Shares were tendered in the Offer and the Company accepted all such tendered Shares for payment.~~


	As Previously Reported			Adjustment			Reclassification			As Revised
Three Months Ended March 31, 2012
Condensed Consolidated Statement of Operations
Income tax expense	$	(441	)	$	66			(4	)	$	(379	)
Equity in income of unconsolidated affiliates		92			1			4			97
Net loss from continuing operations		(9,241	)		67						(9,174	)
Net loss		(9,277	)		67						(9,210	)
Net income attributable to noncontrolling interest, net of tax		13			(1	)					12
Net loss attributable to Great Wolf Resorts, Inc.		(9,264	)		66						(9,198	)
Condensed Consolidated Statement of Cash Flow
Net loss	$	(9,277	)	$	67					$	(9,210	)
Deferred tax expense		120			(67	)					53

~~Following the expiration of the Offer, on May~~ 4,. 2012, Merger Sub exercised its option under the Merger Agreement to purchase a number of shares of Common Stock necessary for Merger Sub to own one share more than 90% of the outstanding Shares of Common Stock (the TopRELATED-UpPARTY ~~Shares)~~AND atAFFILIATE ~~the~~TRANSACTIONS ~~Offer Price.~~

OnOur ~~May 4,~~related-parties ~~2012,~~and ~~following~~affiliates ~~Merger~~include ~~Sub’s~~(i) third ~~purchase~~parties ofthat ~~the~~we ~~Top-Up~~have ~~Shares,~~licensing ~~K-9~~and ~~completed~~management ~~its~~arrangements with ~~acquisition~~related ofto the ~~Company~~operation ~~through the merger~~ of ~~Merger~~resorts ~~Sub~~under ~~with~~the ~~and~~Great ~~into~~Wolf ~~the~~Lodge ~~Company~~brand name, ~~with~~(ii) members of the ~~Company~~joint ~~continuing~~venture asthat own the ~~surviving~~Great ~~corporation~~Wolf inLodge ~~the~~resort ~~merger~~in ~~and~~Grand ~~becoming~~Mound, aWashington ~~direct~~and ~~wholly-owned~~(iii) Apollo, ~~subsidiary~~our ofindirect ~~K-9~~controlling ~~(the Merger)~~shareholder.

AtOur ~~the~~unconsolidated ~~effective~~joint ~~time~~venture ofwith ~~the~~The ~~Merger,~~Confederated ~~each~~Tribes ~~share~~ of ~~Common~~the ~~Stock~~Chehalis ~~issued~~Reservation ~~and~~owns ~~outstanding~~the ~~immediately~~Great ~~prior~~Wolf ~~thereto~~Lodge ~~(other than Common Stock~~resort ~~owned~~and orconference ~~held~~center ~~(i) in~~on ~~treasury~~a ~~by the Company or any wholly~~39-~~owned~~acre ~~subsidiary~~land ofparcel ~~the~~in ~~Company~~Grand Mound, ~~(ii) by~~Washington. ~~K-9~~On ~~or any of its subsidiaries (including the Top-Up Shares)~~March 21, ~~or (iii) by stockholders who have validly exercised their appraisal rights)~~2013, ~~was~~each ~~canceled~~joint ~~and~~venture ~~converted~~partner ~~into~~made ~~the~~an ~~right~~additional toinvestment ~~receive~~of ~~the Offer Price in cash~~$6,712. Our ~~without~~ownership interest ~~and~~remains ~~subject~~at ~~to applicable withholding tax~~49%.

~~The~~11 total cost to acquire all outstanding Shares pursuant to the Offer and the Merger was approximately $263,000. The source of the funds for the acquisition of the Company was provided by committed equity capital contributed by certain equity funds managed by Apollo Management VII, L.P. (Apollo).

TheTable Merger was accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair market values. Fair value measurements have been applied based on assumptions that market participants would use in the pricing of the assets or liabilities. The purchase price allocation could change in subsequent periods, up to one year from the Merger date. Any subsequent changes to the purchase price allocation that result in material changes to our consolidated financial statements will be adjusted retroactively. Contents

We ~~applied~~regularly ~~the~~transact ~~acquisition~~business ~~method~~with ofour ~~accounting~~related-parties inand ~~connection with the Merger~~affiliates. InThe ~~conjunction~~following summarizes ~~with~~our ~~purchase accounting we~~transactions:

• Recorded property and equipment, other assets, debt and non-controlling interest at their preliminarily estimated fair values;


	Three months ended March 31,
	2013		2012
	Successor		Predecessor
Management and other fees	$	1,027	$	973
Other revenue from managed properties		2,920		2,772
Selling, general and administrative		911		0
Other expenses from managed properties		2,920		2,772
Investment income		243		220

• Recorded a deferred tax liability resulting from the difference between the preliminarily estimated fair values and the tax bases of assets. We recorded this liability at our anticipated effective tax rate of 40%; and


	March 31, 2013		December 31, 2012

Accounts receivable	$	5,082	$	5,145
Investments in and advances to unconsolidated affiliates		31,800		25,697
Accounts payable		2,595		1,741

•5. ~~Recorded~~DEBT ~~as goodwill the excess of consideration in the purchase transaction over the estimated fair value of net tangible and intangible assets.~~

Purchase of Great Wolf Resorts, Inc. common equity	$	262,773
Less: Historical book value of Great Wolf Resorts, Inc. net assets acquired		105,414
Excess of purchase price over historical book value of net assets acquired	$	157,359
Allocated to:
Goodwill	$	97,497
Property, plant and equipment		74,776
Intangible assets		24,231
Investments in and advances to affiliates		219
Other assets		(9,801	)
Debt		(19,502	)
Non-controlling interest		(4,932	)
Deferred tax liabilities		(5,129	)
Total Adjustments	$	157,359

Debt consists of the following:

As a result of the Merger, we had $97,497 of goodwill at May 4, 2012, all of which related to the application of purchase accounting in conjunction with the Merger. Some of the values and amounts used in the initial application of purchase accounting for our consolidated balance sheet were based on estimates and assumptions. We do not expect any of the goodwill amounts recorded in conjunction with the Merger to be deductible for tax purposes.


	Carrying Value						Principal Amounts
	March 31, 2013			December 31, 2012			March 31, 2013
Mortgage Debt:
Traverse City/Kansas City mortgage loan	$	61,926		$	62,215		$	63,371
Pocono Mountains mortgage loan		92,668			93,114			91,326
Concord mortgage loan		47,828			49,158			47,660
First mortgage notes		256,884			258,293			230,000
Other Long-Term Debt:
Junior subordinated debentures		61,064			60,984			80,545

		520,370			523,764			512,902
Less current portion of long-term debt		(66,316	)		(66,768	)		(66,316	)

Total long-term debt	$	454,054		$	456,996		$	446,586

18The carrying value amounts as of March 31, 2013 and December 31, 2012, include net fair value adjustments that are amortized to interest expense over the life of each loan, using the effective interest rate method. The unamortized fair value adjustment as of March 31, 2013 and December 31, 2012 was $7,468 and $8,705, respectively.

~~The~~Traverse ~~following~~City/Kansas ~~table~~City ~~presents~~Mortgage ~~the~~Loan ~~unaudited~~— ~~pro~~This ~~forma~~non-recourse ~~results~~loan asis ifsecured ~~the~~by ~~Merger~~our ~~had~~Traverse ~~occurred~~City and Kansas City asresorts. The loan bears interest at a fixed rate of 6.96%, is subject to a 25-year principal amortization schedule, and matures in January 2015. The loan has customary financial and operating debt compliance covenants. The loan also has customary restrictions on our ability to prepay the loan prior to maturity. We were in compliance with all covenants under this loan at March 131, ~~2011:~~2013. While recourse under the loan is limited to the property owner’s interest in the mortgaged property, we have provided limited guarantees with respect to certain customary non-recourse provisions and environmental indemnities relating to the loan.

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012			2011
Revenues	$	87,361	$	83,551	$	243,317		$	231,161
Net income (loss) from continuing operations		3,756		5,664		(22,997	)		(3,361	)
Net income (loss) attributable to Great Wolf Resorts, Inc.		3,772		5,541		(2,143	)		3,357

In September 2010, the loan’s master servicer implemented a lock-box cash management arrangement. The lock-box cash management arrangement requires substantially all cash receipts for the two resorts to be moved each day to a lender-controlled bank account, which the loan servicer then uses to fund debt service and operating expenses for the two resorts on a monthly basis, with excess cash flow being deposited in a reserve account and held as additional collateral for the loan. Therefore, we have classified the entire outstanding principal balance of the loan as a current liability as of March 31, 2013 and December 31, 2012, since the lock-box arrangement requires us to use the properties’ working capital to service the loan, and we do not presently have the ability to refinance this loan to a new, long-term loan. Although the entire principal balance of the loan is classified as a current liability as of March 31, 2013 and December 31, 2012, the loan is not in default, and the principal balance is not due currently.

5Pocono Mountains Mortgage Loan — This loan is secured by a mortgage on our Pocono Mountains resort. ~~INVESTMENT~~The INloan ~~AFFILIATES~~bears interest at a fixed rate of 6.10% and matures in January 2017. The loan is currently subject to a 30-year principal amortization schedule. The loan has customary covenants associated with an individual mortgaged property. The loan also has customary restrictions on our ability to prepay the loan prior to maturity. We were in compliance with all covenants under this loan at March 31, 2013.

~~Our~~12 unconsolidated joint venture with The Confederated Tribes of the Chehalis Reservation owns the Great Wolf Lodge resort and conference center on a 39-acre land parcel in Grand Mound, Washington. This joint venture is a limited liability company. We are a member of that limited liability company with a 49% ownership interest. The joint venture does not currently meet the significant subsidiary test threshold of SEC Regulation S-X Rule 3-09, Separate financial statements of subsidiaries not consolidated and 50 percent or less owned persons. Accordingly, summarized financial information for the joint venture is not required to be presented.

AtTable September 30, 2012, the joint venture had aggregate outstanding indebtedness to third parties of $93,768. Neither joint venture partner guarantees the third party debt in the years presented. As of September 30, 2012 and December 31 2011, we have made combined loan and equity contributions, net of loan repayments, of $27,179, to the joint venture to fund a portion of construction costs of the resort. The loan we had extended to the joint venture was fully repaid in 2011. Contents

WeConcord ~~had~~Mortgage ~~receivables~~Loan ~~from~~— ~~the~~This ~~joint~~loan ~~venture~~is secured by a mortgage on our Concord resort. This loan bears interest at a floating rate of ~~$2,041~~30-day ~~and~~LIBOR ~~$3,243~~plus asa spread of ~~September~~500 basis points with a minimum rate of 6.00% 30per annum (effective rate of 6.00% at March 31, ~~2012~~2013 and December 31, ~~2011,~~2012) ~~respectively,~~and matures on ~~that~~December 31, ~~relate~~2016. ~~primarily~~This toloan ~~accrued~~requires ~~preferred~~four ~~equity~~quarterly ~~returns~~principal ~~and~~payments ~~management~~of ~~fees~~$375. We ~~had~~are ~~payables~~required to ~~the~~provide ~~joint~~interest ~~venture~~rate ofprotection ~~$17~~on ~~and~~a ~~$27~~portion as of ~~September 30,~~the ~~2012~~loan ~~and~~amount ~~December~~through the loan’s maturity date. 31Therefore, ~~2011,~~we ~~respectively.~~executed ~~The~~interest rate ~~amount~~caps ofthat ~~investment~~cap ~~income~~the ~~and~~loan ~~management fee~~at ~~income~~an ~~recorded~~8.00% byinterest usrate isthrough ~~included~~December in2016. See ~~the~~Note ~~Investment~~7 ~~income~~for –additional ~~affiliates~~discussion ~~and~~of ~~Management~~the ~~and~~interest ~~other~~rate ~~fees~~caps. –We ~~affiliates~~were ~~line~~in ~~items,~~compliance ~~respectively,~~with onall ~~our~~covenants ~~consolidated~~under ~~statements~~this ofloan ~~operations~~at March 31, 2013.

6First Mortgage Notes — In April 2010, we completed, in a private placement followed by a registered exchange offer, an offering of $230,000 in aggregate principal amount of our 10.875% ~~VARIABLE~~first ~~INTEREST~~mortgage ~~ENTITIES~~notes (the “Notes”) due April 2017. The Notes were sold at a discount that provides an effective yield of 11.875% before transaction costs. The Notes are senior obligations of GWR Operating Partnership, L.L.L.P. and Great Wolf Finance Corp (“Issuers”). The Notes are guaranteed by Great Wolf Resorts and by our subsidiaries that own three of our resorts and those guarantees are secured by first priority mortgages on those three resorts. The Notes are also guaranteed by certain of our other subsidiaries on a senior unsecured basis.

AJunior ~~legal~~Subordinated ~~entity~~Debentures is— ~~referred~~In toMarch as2005 we completed a ~~variable~~private ~~interest~~offering ~~entity~~of if$50,000 byof ~~design~~trust preferred securities (1“TPS”) ~~the~~ ~~total~~through ~~equity~~Great ~~investment~~Wolf atCapital ~~risk is~~Trust ~~not~~I ~~sufficient~~(“Trust I”), toa ~~permit~~Delaware ~~the~~statutory ~~legal~~trust ~~entity~~which tois ~~finance~~our ~~its~~subsidiary. ~~activities~~The ~~without~~securities ~~additional~~pay ~~subordinated~~holders ~~financial~~cumulative ~~support~~cash ~~from~~distributions ~~other~~at ~~parties,~~an orannual ~~(2) the~~rate ~~entity~~fixed ~~has~~at ~~equity~~7.80% ~~investors~~through ~~that~~March ~~cannot~~2015 ~~make~~and ~~significant~~then ~~decisions~~floats ~~about~~at ~~the~~LIBOR ~~entity’s operations~~plus ~~through~~a ~~voting~~spread ~~rights,~~of or310 dobasis ~~not~~points ~~have~~thereafter. ~~the~~The securities ~~obligation~~mature toin ~~absorb~~March ~~the~~2035 ~~expected~~and ~~losses,~~are orcallable doat ~~not~~no ~~have~~premium ~~the~~after ~~right~~March ~~to receive the residual returns of the entity~~2010. AIn ~~variable~~addition, ~~interest entity must be consolidated if it is determined that~~ we ~~have both~~invested ~~the (~~$1~~) power~~,550 toin ~~direct~~Trust ~~the activities of the variable interest entity that most significantly impact the entity~~I’s ~~economic~~common ~~performance~~securities, ~~and~~representing ~~(2) obligation~~3% toof ~~absorb losses or~~ the ~~right~~total tocapitalization ~~receive benefits~~ of ~~the~~Trust ~~variable interest entity that could potentially be significant to the variable interest entity~~I.

In ~~accordance~~March ~~with~~2012 ~~the~~we ~~guidance~~completed ~~for~~an ~~the consolidation~~exchange ofthrough ~~variable~~Great ~~interest~~Wolf ~~entities~~Capital Trust IV (“Trust IV”), wea ~~analyze~~Delaware statutory trust which is our ~~variable~~subsidiary, ~~interests~~and issued $28,125 ~~including~~of ~~equity~~TPS ~~investments~~in ~~and~~exchange ~~management~~for ~~agreements~~all $28,125 toof ~~determine~~TPS ifof Great Wolf Capital Trust III (“Trust III”). The securities pay holders cumulative cash distributions at an ~~entity~~annual inrate ~~which~~fixed weat ~~have~~7.90% through July 2012 and at a ~~variable~~floating ~~interest~~annual israte aequal ~~variable~~to ~~interest~~LIBOR ~~entity~~plus ~~and~~550 ~~whether~~basis wepoints ~~must consolidate~~thereafter ~~that~~(effective ~~variable~~rate ~~interest~~of ~~entity~~5. ~~Our~~84% ~~analysis~~and ~~includes~~5.81% ~~both~~at ~~quantitative~~March 31, 2013 and ~~qualitative~~December 31, ~~reviews~~2012, respectively). The securities mature in July We2017 ~~base~~and ~~our~~are ~~quantitative~~callable ~~analysis~~at onno ~~the~~premium after ~~forecasted~~July 2012. ~~cash~~In ~~flows~~conjunction ofwith ~~the~~this ~~entity~~transaction, ~~and~~Trust ~~our~~IV ~~qualitative~~issued ~~analysis~~to onus a870 ~~consideration~~common of securities, which are all ~~facts~~of the issued and ~~circumstances~~outstanding ~~including,~~common ~~but~~securities ~~not~~of ~~limited~~Trust toIV, ~~our~~with ~~role~~a inliquidation ~~establishing~~amount ~~the~~of ~~variable~~$870. ~~interest~~In ~~entity~~addition, ~~our~~in ~~ongoing~~conjunction ~~rights~~with this ~~and~~transaction, ~~responsibilities~~we issued to Trust IV $28,995 of junior subordinated debentures with payment terms that mirror the ~~organization~~distribution ~~structure,~~terms ~~and~~of ~~relevant~~the ~~financial~~TPS ~~and~~of ~~other~~Trust ~~agreements~~IV.

WeOur ~~have~~condensed ~~equity~~consolidated ~~investments~~financial instatements ~~the~~present ~~joint venture that owns~~ the ~~Great~~debentures ~~Wolf~~issued ~~Lodge resort in Grand Mound, Washington as described in Note 5. We manage that resort and we have concluded that the joint venture is a variable interest entity due~~ to the ~~management~~Trusts ~~contract~~as ~~that~~other ~~provides~~long-term ~~us with certain rights~~debt. ~~However,~~Our weinvestments ~~have~~in ~~concluded that we are not~~ the ~~primary~~Trusts beneficiary because the majority equity owner has substantive participating rights over the activities that most significantly impact the economic performance of the joint venture. As a result, we have concluded that power is shared between us and the other equity investor. As we share power with the majority equity owner, we are ~~not~~accounted ~~the primary beneficiary of the joint venture and, therefore, we do not consolidate this entity. We have not provided any support to this entity that we were not contractually obligated to provide~~ as ofcost ~~September 30,~~investments ~~2012~~ and ~~December 31,~~are ~~2011.~~included ~~Our maximum exposure to loss related to our involvement with this entity as of September 30, 2012 and 2011 is limited to the carrying value of our equity investments~~ in other ~~the~~assets ~~joint venture and receivables as of that date. Our exposure is limited because of the non-recourse nature of the borrowings of the joint venture. The total carrying values of those items~~ on our consolidated balance ~~sheet~~sheets. asFor offinancial ~~September 30,~~reporting ~~2012 and December 31~~purposes, ~~2011~~we isrecord ~~$26,869~~interest ~~and~~expense ~~$27,554,~~on ~~respectively, and are included in~~ the ~~Accounts~~corresponding ~~receivable~~notes ~~– affiliates and Investments~~ in ~~and advances to affiliates line items on~~ our condensed consolidated ~~balance~~statements ~~sheet~~of income.

196. FAIR VALUE OF FINANCIAL INSTRUMENTS

7Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). ~~SHARE-BASED~~GAAP ~~COMPENSATION~~outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value.

~~Overview~~We measure our financial instruments using inputs from the following three levels of the fair value hierarchy. The three levels are as follows:

~~Prior~~• toLevel ~~the~~1 ~~Merger~~inputs onare ~~May 4,~~unadjusted ~~2012,~~quoted ~~the~~prices ~~Great~~in ~~Wolf~~active ~~Resorts~~markets ~~2004~~for ~~Incentive~~identical ~~Stock~~assets ~~Plan (the Old Plan) authorized us to grant up to 3,380,740 options, stock appreciation rights~~ or ~~shares~~liabilities ofthat ~~our~~we ~~common stock~~have ~~to employees and directors. Upon consummation of~~ the ~~Merger,~~ability ~~the~~to ~~Old~~access ~~Plan~~at ~~was terminated. We have not issued any stock options or made any stock grants from Old Plan since~~ the ~~Merger.~~measurement date.

~~Under~~• ~~the~~Level ~~Old~~2 ~~Plan,~~inputs weinclude ~~recognized~~quoted ~~share-based~~prices ~~compensation~~for ~~expense~~similar ofassets ~~$3,348,~~ and ~~$868,~~liabilities ~~net~~in ofactive ~~estimated forfeitures~~markets, quoted prices for ~~the~~identical ~~periods January 1,~~or ~~2012~~similar –assets ~~May 4,~~or ~~2012,~~liabilities ~~and~~in ~~May 5,~~markets ~~2012~~that –are ~~September 30,~~not ~~2012~~active, ~~respectively.~~inputs ~~The~~other ~~total~~than ~~income~~quoted ~~tax~~prices ~~(benefit)~~that ~~expense~~are ~~recognized~~observable ~~related~~for tothe ~~share-based~~asset ~~compensation~~or ~~was~~liability ~~$43,~~(that ~~and $49~~is, ~~for~~interest ~~the periods January 1~~rates, ~~2012~~ –yield ~~May 4~~curves, ~~2012~~etc.), and ~~May 5,~~inputs ~~2012~~that –are ~~September 30,~~derived ~~2012,~~principally ~~respectively.~~from or corroborated by observable market data by correlation or other means (market corroborated inputs).

~~Under~~• ~~the~~Level ~~Old~~3 ~~Plan,~~includes ~~we recognized~~unobservable ~~share-based~~inputs ~~compensation~~that ~~expense~~reflect ofour ~~$507~~assumptions ~~and~~about ~~$1,638,~~the ~~net~~assumptions ofthat ~~estimated~~market ~~forfeitures,~~participants ~~for~~would ~~the~~use ~~three~~in ~~months~~pricing ~~and~~the ~~nine~~asset ~~months~~or ~~ended September 30, 2011, respectively~~liability. ~~The~~We ~~total~~develop ~~income~~these ~~tax~~inputs ~~expense recognized related to share-~~based ~~compensation~~ ~~was~~on ~~$11 and $36 for~~ the ~~three~~best ~~and~~information ~~nine~~available, ~~months~~including ~~ended~~our ~~September 30,~~own ~~2011, respectively~~data.

~~On August 13,~~The ~~2012,~~following ~~the~~table ~~board~~summarizes ofour ~~directors~~financial ofassets ~~K-9~~using ~~adopted~~ the ~~K-9~~fair ~~Holdings,~~value ~~Inc.~~hierarchy ~~2012~~on ~~Equity Incentive Plan (the K-9 Plan). The purpose of the K-9 Plan is to provide~~ a ~~means~~recurring ~~for~~basis: K-9 and K-9’s subsidiaries, including the Company, to attract and retain key personnel and for K-9 and its subsidiaries’ directors, officers, employees, consultants and advisors to acquire and maintain an equity interest in K-9. The K-9 Plan will terminate automatically on August 13, 2022. No awards will be granted under the K-9 Plan after that date, but awards granted prior to that date may extend beyond that date.

~~Under the K-9 Plan~~March 31, ~~K-9~~ may grant awards of stock options, including both incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units, stock bonus awards and performance compensation awards. Subject to2013 ~~adjustment for certain corporate events, K-9 has authorized and reserved for issuance a maximum of 2,436,182 shares of Common Stock under the K-9 Plan.~~

Under the K-9 Plan, we recognized share-based compensation of $252, net of estimated forfeitures, for the three months ended September 30, 2012 and the period May 5, 2012. The total income tax expense recognized related to share-based compensation under the K-9 Plan was $9 for the three months ended September 30, 2012 and the period May 5, 2012.


	Level 1		Level 2		Level 3		Total
Interest rate caps	$	0	$	120	$	0	$	120

We13 recognize compensation expense on grants of share-based compensation awards on a straight-line basis over the requisite service period of each award recipient. As of September 30, 2012, total unrecognized compensation cost related to share-based compensation awards was $10,266, which we expect to recognize over a weighted average period of approximately 5.1 years.

WeTable anticipate that K-9 would have to issue new shares of its common stock for stock option exercises. Contents

~~Stock~~December 31, ~~Options~~2012

Prior to the Merger, we had granted non-qualified stock options to purchase our common stock under the Old Plan at prices equal to the fair market value of the common stock on the grant dates. The exercise price for options granted under the Old Plan could be paid in cash, shares of common stock or a combination of cash and shares. Stock options expired ten years from the grant date and vested ratably over three years.


	Level 1		Level 2		Level 3		Total
Interest rate caps	$	0	$	115	$	0	$	115

~~We recorded no stock option expense for the periods January~~Level 1,2 ~~2012~~assets –consist ~~May~~of 4,our ~~2012; May 5,~~interest ~~2012~~rate –caps. ~~September~~To ~~30,~~determine ~~2012; and~~ the ~~three~~estimated ~~and~~fair ~~nine~~value ~~months~~of ~~ended September 30, 2011. There were no stock options granted during the~~our ~~periods~~interest ~~January 1,~~rate ~~2012~~caps –we ~~May~~use 4,market ~~2012; May 5,~~information ~~2012~~provided –by ~~September 30, 2012; and~~ the ~~three~~banks ~~and~~from ~~nine~~whom ~~months ended September 30, 2011. Upon~~ the ~~consummation~~interest ofrate ~~the~~caps ~~Merger, all of our outstanding stock options under the Old Plan~~ were ~~cancelled~~purchased ~~for no consideration~~from.

20As of March 31, 2013 and December 31, 2012, we estimate the total fair value of the indebtedness described above to be approximately equal to their total carrying values. We based the fair value of the indebtedness on available market data for similar securities, which would be categorized as Level 2 in the fair value hierarchy.

AThe ~~summary~~carrying ofamounts ~~stock~~for ~~option~~cash ~~activity~~and cash ~~under~~equivalents, ~~the~~escrows, ~~Old~~other ~~Plan~~current ~~during~~assets, ~~the~~accounts ~~period~~payable, ~~January 1~~accrued expenses, ~~2012 –~~advance ~~May~~deposits 4,and ~~2012:~~other current liabilities approximate fair value because of the short-term nature of these instruments.

	Predecessor
	Shares			WeightedAverageExercisePrice		WeightedAverageRemainingContractualLife
Number of shares under option:
Outstanding at beginning of period		15,500		$	17.44		3.02 years
Exercised		0
Cancelled		(15,500	)	$	17.44
Outstanding at end of period		0
Exercisable at end of period		0

7. DERIVATIVE INSTRUMENTS

~~Under~~In connection with the ~~K-9~~refinancing ~~Plan,~~of ~~K-9~~the ~~has~~Concord ~~granted~~Mortgage ~~non-qualified~~loan, ~~stock~~we ~~options~~were required to ~~purchase~~provide ~~K-9~~interest rate protection on a portion of the loan amount through the loan’s ~~common~~maturity ~~stock~~date. Therefore, we executed interest rate caps that cap the loan at an 8.00% interest rate through December 2016. The interest rate caps were not designated as ~~These~~hedges. We ~~stock~~mark ~~options~~the ~~have~~interest ~~been~~rate ~~issued~~caps into ~~three~~market ~~Tranches:~~and record the change to interest expense.

•The ~~Tranche~~following Atable summarizes ~~options~~the ~~will~~fair ~~vest~~value ~~and~~of ~~become~~derivative ~~exercisable~~instruments in ~~equal~~our ~~installments~~condensed onconsolidated ~~each~~balance ofsheets: ~~the first five anniversaries of May 4, 2012.~~

• Tranche B options will vest and become exercisable at such time as K-9 Investors, L.P., (K-9’s Principal Stockholder), realizes an internal rate of return that equals or exceeds 20% and a return on invested capital that equals or exceeds two, in each case, based on cash proceeds received by K-9’s Principal Stockholder.


		Fair Value as of
	Balance Sheet Location	March 31, 2013		December 31, 2012
Derivatives not designated as hedging instruments
Interest rate caps	Other Assets	$	120	$	115

•The ~~Tranche~~following Ctable ~~options~~summarizes ~~will~~the ~~vest~~effect ~~and~~of ~~become~~derivatives ~~exercisable~~not atdesignated ~~such time~~ as ~~K-9’s~~hedging ~~Principal~~instruments ~~Stockholder~~in ~~realizes~~our condensed anconsolidated ~~internal~~statements ~~rate~~ of ~~return~~income: ~~that equals or exceeds 25% and a return on invested capital that equals or exceeds three, in each case, based on cash proceeds received by K-9’s Principal Stockholder.~~

The exercise price for the stock options granted under the K-9 Plan may be paid in cash or shares of common stock. Stock options under the K-9 Plan expire ten years after the date of grant.


		Gain (Loss) Recognized (Pre-tax) Three Months Ended March 31,
	Income Statement Location	2013			2012
Derivatives not designated as hedging instruments
Interest rate caps	Interest expense	$	(5	)	$	34

~~Stock~~8. ~~options~~COMMITMENTS ~~were~~AND ~~granted~~CONTINGENCIES ~~as follows:~~

•Litigation ~~Tranche~~— AOn ~~options~~and –after ~~598~~March 14,~~771~~ ~~stock~~2012, ~~options~~the Company and certain of its current and former officers and directors and, ~~with~~in asome ~~per~~cases, ~~share~~some ~~fair~~or ~~market~~all ~~value~~of K-9 Investors, L.P., Apollo Management VII, L.P., Apollo Global Management, LLC and K-9 and Merger Sub were named as defendants in five class action lawsuits filed in the Delaware Court of $6Chancery which were ultimately consolidated into a single class action (the “Delaware Action”).27 ~~per~~In ~~share~~the Delaware Action, the plaintiff, on behalf of a putative class of stockholders, sought to enjoin the proposed transaction that was the subject of the Merger Agreement. ~~The~~Other ~~fair~~lawsuits ~~market~~were ~~value~~filed in Wisconsin state and federal court — two in the Circuit Court, Civil Division for Dane County, one of which was ~~estimated~~dismissed ~~using~~by the ~~Black-Scholes~~plaintiff ~~pricing~~prior ~~model~~to settlement (the surviving action, “Wisconsin State Court Action”), and one in the ~~following~~United ~~assumptions:~~States District Court for the Western District of Wisconsin (the “Wisconsin Federal Court Action”).

Dividend yield	0	%
Risk free interest rate	0.71	%
Expected life of option	5 years
Expected equity volatility	78.5	%

On April 25, 2012, the parties to the Delaware Action and the Wisconsin State Court Action reached an agreement in principle to settle those cases. The proposed settlement, which was subject to court approval, provided for, among other things, the dismissal with prejudice of plaintiffs’ complaints and of all claims asserted therein, that all parties granted all applicable releases of claims against all other parties, and that the parties to the Delaware Action and the Wisconsin State Court Action acknowledged that the plaintiffs and their counsel in those cases would petition the appropriate court or courts for an award of attorneys’ fees and expenses in connection with the cases. Any award of fees and expenses to plaintiffs’ counsel was subject to approval by the appropriate court or courts. Pursuant to an order from the Delaware Court of Chancery, notice to the class was mailed on October 19, 2012.

•On ~~Tranche~~April 30, B2012, ~~options~~the –parties ~~598,748~~to ~~stock~~the ~~options~~Wisconsin Federal Court Action agreed to settle that case, ~~with~~subject ato ~~per~~court ~~share~~approval ~~fair~~of ~~market~~the proposed ~~value~~class-wide settlement in the Delaware Action and entry of ~~$5.64~~a ~~per~~final ~~share~~order dismissing the Delaware Action in its entirety. ~~The~~Pursuant ~~fair~~to ~~market~~their ~~value~~agreement, ~~was~~the ~~estimated~~parties ~~using~~to the ~~Monte~~Wisconsin ~~Carlo~~Federal ~~pricing~~Court ~~model~~Action filed with the court, on April 30, 2012, a stipulation providing that the Wisconsin Federal Court Action be voluntarily dismissed with respect to all defendants and that such dismissal would be with prejudice as to the ~~following~~plaintiff ~~assumptions:~~upon the consummation of the settlement of the Delaware Action.

Dividend yield	0	%
Risk free interest rate	0.82	%
Expected life of option	5.5 years
Expected equity volatility	75.2	%

•Table Tranche C options – 598,748 stock options, with a per share fair market value of $5.30 per share. The fair market value was estimated using the Monte Carlo pricing model and the following assumptions:Contents

Dividend yield	0	%
Risk free interest rate	0.82	%
Expected life of option	5.5 years
Expected equity volatility	75.2	%

On September 27, 2012, the parties to the Delaware Action agreed to settle that case. Pursuant to their agreement, the parties to the Delaware Action filed with the Delaware Court of Chancery on September 27, 2012, a stipulation providing that the Delaware Action be voluntarily dismissed with respect to all defendants and that such dismissal be with prejudice as to the plaintiff.

21On December 18, 2012, the Delaware Court of Chancery approved the class-wide settlement in the Delaware Action and entered a final order dismissing the Delaware Action in its entirety. It awarded counsel for the plaintiffs in the Delaware Action fees and expenses in the amount of $1,940.

WeThe ~~recorded~~Company, ~~stock~~the ~~option~~members ~~expense~~of ~~related~~the toBoard ~~the~~of Directors, Apollo Management VII, L.P., Apollo Global Management, LLC, K-9 ~~Plan~~and Merger Sub each have denied, and continue to deny, that they committed or attempted to commit any violation of ~~$145~~law ~~for~~or breach of fiduciary duty owed to the ~~three~~Company and/or ~~nine~~its stockholders, aided or abetted any breach of fiduciary duty, or otherwise engaged in any of ~~months~~the ~~ended~~wrongful ~~September 30~~acts alleged in all of these cases. All of the defendants expressly maintain that they complied with their fiduciary and other legal duties. However, ~~2012~~in order to avoid the costs, disruption and distraction of further litigation, and without admitting the validity of any allegation made in the actions or any liability with respect thereto, the defendants concluded that it is desirable to settle the claims against them on the terms reflected in the settlements.

AWe ~~summary~~are ofinvolved ~~stock~~in ~~option~~litigation ~~activity~~from ~~under~~time to time in the ~~K-9~~ordinary ~~Plan~~course ~~during~~of our business. We do not believe that the ~~period~~outcome ~~August 13~~of any pending or threatened litigation will have a material adverse effect on our financial condition or results of operations. However, as is inherent in legal proceedings where issues may be decided by finders of fact, there is a risk that unpredictable ~~2012~~decisions, –materially ~~September 30~~adverse to the Company, ~~2012:~~could occur.

	Successor
	Shares		WeightedAverageExercisePrice		WeightedAverageRemainingContractualLife
Number of shares under option:
Outstanding at beginning of period		0
Granted		1,796,267	$	10.000		5.17 years
Exercised		0
Cancelled		0
Outstanding at end of period		1,796,267	$	10.000		5.17 years
Exercisable at end of period		0	$	10.000		5.17 years

9. SEGMENTS

~~Market~~We ~~Condition~~have ~~Share~~two ~~Awards~~ reportable segments:

~~Prior~~• toResort ~~the~~ownership/operation ~~Merger,~~— ~~under~~aggregated ~~the~~operating ~~Old~~results ~~Plan,~~derived ~~certain~~from ~~employees were eligible to receive shares of~~ our ~~common~~consolidated ~~stock~~owned inresorts; ~~payment of market condition share awards granted to them in accordance with the terms thereof.~~ and

We• ~~granted~~Resort ~~407,593 and 444,002 market condition share awards during the period January 1, 2012 – May 4, 2012 and the nine months ended September 30, 2011, respectively. We recorded share~~third-~~based~~party ~~compensation~~management/licensing ~~expense~~— ofaggregated ~~$1,493~~operating ~~and~~results ~~$868~~derived ~~for~~from ~~the periods January 1~~management, ~~2012~~license ~~– May 4, 2012,~~ and ~~May 5,~~other ~~2012~~related ~~– September 30,~~fees ~~2012,~~from ~~respectively.~~unconsolidated Wemanaged ~~recorded share-based compensation expense of $183 and $572 for the three and nine months ended September 30, 2011, respectively~~resorts.

OfThe Other items in the ~~2012~~table ~~market~~below ~~condition~~includes ~~shares~~items ~~granted:~~that do not constitute a reportable segment and represent corporate-level activities and the activities of other operations not included in the Resort Ownership/Operation or Resort Third-Party Management/License segments. Total assets at the corporate level primarily consist of cash, our investment in affiliates, and intangibles. Total assets for all segments are within the United States.

• 255,107 were based on our common stock’s performance in 2012 relative to a stock index, as designated by the Compensation Committee of the Board of Directors. For shares that are earned, 1/3 of the shares were to vest on December 31, 2012, 1/3 vest on December 31, 2013, and 1/3 vest on December 31, 2014. The ~~per~~following summarizes ~~share~~significant ~~fair~~financial ~~value~~information ofregarding ~~these~~our ~~market~~segments: ~~condition shares was $2.12 as of the grant date.~~

The fair value of these market condition shares was determined using a Monte Carlo simulation and the following assumptions:


	Resort Ownership/ Operation		Resort Third-Party Management /License		Other			Totals per Financial Statements
Three months ended March 31, 2013 (Successor)
Revenues	$	73,322	$	8,153	$	696		$	82,171

Depreciation and amortization		10,654		0		1,221			11,875
Net operating income		12,199		2,054		(4,297	)		9,956
Investment income – affiliates		0		0		0			243
Interest income		0		0		0			64
Interest expense		0		0		0			(9,699	)
Equity in unconsolidated affiliates		0		0		0			(1,242	)

Loss from continuing operations before income taxes		0		0		0		$	(678	)

Additions to long-lived assets		1,935		0		165		$	2,100

Total assets		755,613		8,313		126,877		$	890,803

Dividend yield	0
Weighted average, risk free interest rate	0.14	%
Expected stock price volatility	49.92	%
Expected stock price volatility (small-cap stock index)	29.14	%

WeTable used an expected dividend yield of 0%, as we did not pay a dividend and did not contemplate paying a dividend in the foreseeable future. The weighted average, risk free interest rate was based on the .89-year treasury constant maturity. Our expected stock price volatility and the expected stock price volatility for the small cap stock index was estimated using daily returns data of our stock and the index for the period February 10, 2010 through February 9, 2012. Contents

Upon the consummation of the Merger, all of the 2012 market condition shares granted were cancelled for no consideration. Unrecognized expense of $542 was recorded during the period May 5, 2012 – September 30, 2012.


	Resort Ownership/ Operation		Resort Third-Party Management /License		Other			Totals per Financial Statements
Three months ended March 31, 2012 (Predecessor)
Revenues	$	68,719	$	7,512	$	558		$	76,789

Depreciation and amortization		11,297		0		722			12,019
Net operating income (loss)		7,790		1,670		(6,973	)		2,487
Investment income – affiliates		0		0		0			220
Interest income		0		0		0			58
Interest expense		0		0		0			(11,657	)
Equity in unconsolidated affiliates		0		0		0			97

Loss from continuing operations before income taxes		0		0		0		$	(8,795	)

Additions to long-lived assets		907		0		214		$	1,121

Total assets		594,105		1,604		119,730		$	715,439

~~• 76,243 were based on our common stock’s absolute performance during the three-year period 2010-2012~~10. ~~For~~SUPPLEMENTAL ~~shares~~GUARANTOR ~~that~~CONDENSED ~~are~~CONSOLIDATING ~~earned,~~FINANCIAL ~~half~~STATEMENTS ~~of the shares were to vest on December 31, 2012, and the other half vest on December 31, 2013. The per share fair value of these market condition shares was $2.05 as of the grant date.~~

~~The~~On ~~fair~~April 7, ~~value~~2010, our subsidiaries, GWR Operating Partnership, L.L.L.P and Great Wolf Finance Corp. were co-issuers (the “Issuers”) with respect to $230,000 in principal amount of ~~these~~10.875% ~~market~~first ~~condition~~mortgage ~~shares~~notes. ~~was~~In ~~determined~~connection ~~using~~with athe ~~Monte~~issuance, ~~Carlo~~certain ~~simulation~~of ~~and~~our subsidiaries (the ~~following~~“Subsidiary Guarantors”) have guaranteed the first ~~assumptions:~~mortgage notes. Certain of our other subsidiaries (the “Non-Guarantor Subsidiaries”) have not guaranteed the first mortgage notes.

Dividend yield	0
Weighted average, risk free interest rate	0.14	%
Expected stock price volatility	49.92	%

The following tables present the condensed consolidating balances sheets of the Company (“Parent”), the Issuers, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries as of March 31, 2013 and December 31, 2012, the condensed consolidating statements of income for the three months ended March 31, 2013 and 2012, and the condensed consolidating statements of cash flows for the three months ended March 31, 2013 and 2012. The Subsidiary Guarantors have guaranteed the first mortgage notes on a joint and several basis, and such guarantees are full and unconditional.

22The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial statements of guarantors and issuers of guaranteed securities registered or being registered. Each of the Subsidiary Guarantors is 100% owned, directly or indirectly, by Great Wolf Resorts, Inc. There are significant restrictions on the Subsidiary Guarantors’ ability to pay dividends or obtain loans or advances. The Company’s and the Issuers’ investments in their consolidated subsidiaries are presented under the equity method of accounting.

WeUNAUDITED ~~used~~CONDENSED anCONSOLIDATING ~~expected~~BALANCE ~~dividend~~SHEET yield of 0%, as we did not pay a dividend and did not contemplate paying a dividend in the foreseeable future. The weighted average, risk free interest rate was based on the .89-year treasury constant maturity. Our expected stock price volatility was estimated using daily returns data of our stock for the period February 10, 2010 through February 9, 2012.

~~Upon the consummation of the Merger, all of the 2012 market condition shares granted were cancelled for no consideration. Unrecognized expense of $156 was recorded during the period May~~March 531, ~~2012~~2013 ~~– September 30, 2012.~~

•(Dollars ~~76,243 were based on our common stock’s performance~~ in ~~2010-2012~~thousands) relative to a stock index, as designated by the Compensation Committee of the Board of Directors. For shares that are earned, half of the shares were to vest on December 31, 2012, and the other half vest on December 31, 2013. The per share fair value of these market condition shares was $2.22 as of the grant date.

The fair value of these market condition shares was determined using a Monte Carlo simulation and the following assumptions:


	Parent		Issuers		Subsidiary Guarantors		Non Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	9,736	$	22,846	$	1,065	$	5,439	$	0		$	39,086
Restricted cash		1,026		0		0		4,937		0			5,963
Escrows		0		0		0		6,612		0			6,612
Accounts receivable, net		563		0		4,246		1,754		0			6,563
Accounts receivable – affiliates		0		0		3,168		1,914		0			5,082
Accounts receivable – consolidating entities		284,601		567,087		554,362		82,774		(1,488,824	)		0
Inventory		0		0		3,344		3,475		0			6,819
Other current assets		115		4		2,276		2,933		0			5,328

Total current assets		296,041		589,937		568,461		109,838		(1,488,824	)		75,453
Property and equipment, net		0		0		323,003		282,463		0			605,466
Investments in consolidating entities		260,906		279,274		0		0		(540,180	)		0
Investments in and advances to affiliates		0		0		3,351		28,449		0			31,800
Other assets		2,474		109		3,658		135		0			6,376
Goodwill		0		0		55,468		68,967		0			124,435
Intangible assets, net		0		0		47,273		0		0			47,273

Total assets	$	559,421	$	869,320	$	1,001,214	$	489,852	$	(2,029,004	)	$	890,803

Dividend yield	0
Weighted average, risk free interest rate	0.14	%
Expected stock price volatility	49.92	%
Expected stock price volatility (small-cap stock index)	29.14	%

WeTable used an expected dividend yield of 0%, as we did not pay a dividend and did not contemplate paying a dividend in the foreseeable future. The weighted average, risk free interest rate was based on the .89-year treasury constant maturity. Our expected stock price volatility and the expected stock price volatility for the small cap stock index was estimated using daily returns data of our stock and the index for the period February 10, 2010 through February 9, 2012. Contents

Upon the consummation of the Merger, all of the 2012 market condition shares granted were cancelled for no consideration. Unrecognized expense of $170 was recorded during the period May 5, 2012 – September 30, 2012.


	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	0		$	0		$	0		$	66,316		$	0		$	66,316
Accounts payable		46			2,490			2,878			2,718			0			8,132
Accounts payable – affiliates		63			2,532			0			0			0			2,595
Accounts payable – consolidating entities		194,793			333,520			745,035			215,476			(1,488,824	)		0
Accrued interest payable		615			12,507			(2	)		981			0			14,101
Accrued expenses		2,165			482			14,731			7,847			0			25,225
Advance deposits		0			0			6,577			8,066			0			14,643
Gift certificates payable		3,812			0			821			1,061			0			5,694
Other current liabilities		795			0			263			303			0			1,361

Total current liabilities		202,289			351,531			770,303			302,768			(1,488,824	)		138,067
Mortgage debt		0			256,883			0			136,107			0			392,990
Other long-term debt		61,064			0			0			0			0			61,064
Deferred tax liability, net		43,665			0			0			0			0			43,665
Deferred compensation liability		0			0			2,614			0			0			2,614

Total liabilities		307,018			608,414			772,917			438,875			(1,488,824	)		638,400
Commitments and contingencies
Stockholders’ equity:

Common stock		0			0			0			0			0			0
Additional paid-in-capital		267,297			262,773			207,615			55,158			(525,546	)		267,297
Accumulated deficit		(14,894	)		(1,867	)		20,682			(4,181	)		(14,634	)		(14,894	)

Total equity		252,403			260,906			228,297			50,977			(540,180	)		252,403

Total liabilities and equity	$	559,421		$	869,320		$	1,001,214		$	489,852		$	(2,029,004	)	$	890,803

OfCONSOLIDATING ~~the~~BALANCE ~~2011~~SHEET ~~market condition shares granted:~~

• 277,894 were based on our common stock’s performance in 2011 relative to a stock index, as designated by the Compensation Committee of the Board of Directors. For shares that were earned, 1/3 of the shares vest on December 31, ~~2011, 1/3 vest on December 31,~~ 2012, ~~and 1/3 vest on December 31, 2013. The per share fair value of these market condition shares was $2.35 as of the grant date.~~

~~The~~(Dollars ~~fair~~in ~~value~~thousands) ~~of these market condition shares was determined using a Monte Carlo simulation and the following assumptions:~~

Dividend yield		0
	Parent			Issuers		SubsidiaryGuarantors		Non GuarantorSubsidiaries		ConsolidatingAdjustments			Consolidated
Weighted average, risk free interest rate		0.25	%
ASSETS
Expected stock price volatility		64.73	%
Current assets:
Expected stock price volatility (small-cap stock index)		29.39	%
Cash and cash equivalents	$	10,188		$	7,524	$	1,260	$	9,152	$	0		$	28,124
Restricted cash		1,026			0		0		3,133		0			4,159
Escrows		0			0		0		7,022		0			7,022
Accounts receivable, net		1,510			0		3,593		2,517		0			7,620
Accounts receivable – affiliates		1			0		3,475		1,669		0			5,145
Accounts receivable – consolidating entities		286,950			516,074		532,841		72,650		(1,408,515	)		0
Inventory		0			0		2,809		4,394		0			7,203
Other current assets		149			0		2,249		1,886		0			4,284
Total current assets		299,824			523,598		546,227		102,423		(1,408,515	)		63,557
Property and equipment, net		0			0		327,346		287,709		0			615,055
Investment in consolidating entities		259,419			272,492		0		0		(531,911	)		0
Investment in and advances to affiliates		0			0		1,476		24,221		0			25,697
Other assets		2,472			1		2,789		144		0			5,406
Goodwill		0			0		55,468		68,967		0			124,435
Intangible assets, net		0			0		47,444		0		0			47,444
Total assets	$	561,715		$	796,091	$	980,750	$	483,464	$	(1,940,426	)	$	881,594

We17 used an expected dividend yield of 0%, as we did not pay a dividend and did not contemplate paying a dividend in the foreseeable future. The weighted average, risk free interest rate was based on the 10.6-month treasury constant maturity. Our expected stock price volatility and the expected stock price volatility for the small cap stock index was estimated using daily returns data of our stock and the index for the period February 11, 2009 through February 10, 2011.

WeTable originally granted 277,894 market condition shares for 2011 and recorded expense during 2011 associated with that estimated number of shares to be issued for these market condition awards. The original share grant amount represented the number of shares that would be earned at a target level of performance. Based on our common stock’s performance in 2011, however, the maximum performance condition for these market condition share awards was met. As a result, we issued 416,841 shares related to these market condition awards. Accordingly, we recorded $109 of additional compensation expense in the fourth quarter of 2011 related to our employees earning the maximum level of shares rather than the target level of shares for these awards. Contents


	Parent			Issuers			Subsidiary Guarantors		Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	0		$	0		$	0	$	66,768		$	0		$	66,768
Accounts payable		0			1,773			3,146		2,633			(93	)		7,459
Accounts payable – affiliates		0			1,739			2		0			0			1,741
Accounts payable – consolidating entities		194,546			268,601			734,219		210,327			(1,407,693	)		0
Accrued interest payable		625			6,253			0		980			0			7,858
Accrued expenses		3,301			13			14,593		7,027			0			24,934
Advance deposits		0			0			3,220		5,140			0			8,360
Gift certificates payable		4,687			0			960		1,235			0			6,882
Other current liabilities		795			0			278		1,311			(729	)		1,655

Total current liabilities		203,954			278,379			756,418		295,421			(1,408,515	)		125,657
Mortgage debt		0			258,293			0		137,719			0			396,012
Other long-term debt		60,984			0			0		0			0			60,984
Deferred tax liability, net		43,713			0			0		0			0			43,713
Deferred compensation liability		0			0			2,164		0			0			2,164

Total liabilities		308,651			536,672			758,582		433,140			(1,408,515	)		628,530
Commitments and contingencies
Stockholders’ equity:
Common stock		0			0			0		0			0			0
Additional paid-in-capital		267,112			262,773			207,615		55,158			(525,546	)		267,112
Accumulated deficit		(14,048	)		(3,354	)		14,553		(4,834	)		(6,365	)		(14,048	)

Total equity		253,064			259,419			222,168		50,324			(531,911	)		253,064

Total liabilities and equity	$	561,715		$	796,091		$	980,750	$	483,464		$	(1,940,426	)	$	881,594

~~These~~UNAUDITED ~~shares~~CONDENSED ~~vested~~CONSOLIDATING ~~upon~~STATEMENT ~~consummation~~OF ofINCOME ~~the Merger, and the remaining unrecognized expense of $544 was recorded in the period ended May 4, 2012.~~

•Three ~~83,054~~months ~~were~~ended ~~based on our common stock’s absolute performance during the three-year period 2010-2012. For shares that are earned, half of the shares vest on December~~ March 31, ~~2012, and the other half vest on December 31,~~ 2013. ~~The per share fair value of these market condition shares was $2.15 as of the grant date.~~

~~The~~Successor ~~fair value of these market condition shares was determined using a Monte Carlo simulation and the following assumptions:~~

Dividend yield	0
Weighted average, risk free interest rate	0.58	%
Expected stock price volatility	64.73	%

(Dollars in thousands)

We used an expected dividend yield of 0%, as we did not pay a dividend and did not contemplate paying a dividend in the foreseeable future. The weighted average, risk free interest rate was based on the 1.89-year treasury constant maturity. Our expected stock price volatility was estimated using daily returns data of our stock for the period February 11, 2009 through February 10, 2011.


	Parent		Issuers		Subsidiary Guarantors		Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rooms	$	0	$	0	$	23,782	$	25,201		$	0		$	48,983
Food and beverage		0		0		6,113		6,441			0			12,554
Other		0		0		5,816		6,665			0			12,481
Management and other fees		171		0		3,888		(16	)		(3,016	)		1,027
Management and other fees – affiliates		0		0		1,027		0			0			1,027

Total operating revenues		171		0		40,626		38,291			(3,016	)		76,072
Other revenue from managed properties		0		0		3,179		0			0			3,179
Other revenue from managed properties – affiliates		0		0		2,920		0			0			2,920

Total revenues		171		0		46,725		38,291			(3,016	)		82,171

Operating expenses by department:
Rooms		0		0		3,440		3,762			(506	)		6,696
Food and beverage		0		0		4,637		4,370			0			9,007
Other		0		0		4,547		5,924			0			10,471
Other operating expenses:
Selling, general and administrative		1,085		446		11,557		8,412			(2,510	)		18,990
Property operating costs		0		0		4,310		4,665			0			8,975

~~The~~18 original share grant amount represented the number of shares that would be earned at a target level of performance. In conjunction with the signing of the Merger Agreement on March 12, 2012, these shares were deemed granted at the maximum level of performance. As a result, we issued 124,581 shares related to these market condition awards. Accordingly, we recorded $37 of additional compensation expense in the first quarter of 2012 related to our employees being granted the maximum level of shares rather than the target level of shares for these awards.

TheseTable shares vested upon consummation of the Merger, and the remaining unrecognized expense of $119 was recorded in the period ended May 4, 2012. Contents

• 83,054 were based on our common stock’s performance in 2010-2012 relative to a stock index, as designated by the Compensation Committee of the Board of Directors. For shares that are earned, half of the shares vest on December 31, 2012, and the other half vest on December 31, 2013. The per share fair value of these market condition shares was $2.19 as of the grant date.


	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Depreciation and amortization		0			0			5,886			5,989			0			11,875
Loss on disposition of assets		0			0			0			102			0			102

Total operating expenses		1,085			446			34,377			33,224			(3,016	)		66,116
Other expenses from managed properties		0			0			3,179			0			0			3,179
Other expenses from managed properties – affiliates		0			0			2,920			0			0			2,920

Total expenses		1,085			446			40,476			33,224			(3,016	)		72,215

Net operating (loss) income		(914	)		(446	)		6,249			5,067			0			9,956
Investment income – affiliates		0			0			0			243			0			243
Interest income		46			5			15			(2	)		0			64
Interest expense		(1,508	)		(4,854	)		0			(3,337	)		0			(9,699	)
Equity in unconsolidated affiliates		1,487			6,782			0			(1,242	)		(8,269	)		(1,242	)

(Loss) income from continuing operations before income		(889	)		1,487			6,264			729			(8,269	)		(678	)
Income tax expense		43			0			(135	)		(76	)		0			(168	)

Net income (loss) attributable to Great Wolf Resorts, Inc.	$	(846	)	$	1,487		$	6,129		$	653		$	(8,269	)	$	(846	)

~~The~~UNAUDITED ~~fair~~CONDENSED ~~value~~CONSOLIDATING ofSTATEMENT ~~these~~OF ~~market~~INCOME ~~condition shares was determined using a Monte Carlo simulation and the following assumptions:~~

Dividend yield	0
Weighted average, risk free interest rate	0.58	%
Expected stock price volatility	64.73	%
Expected stock price volatility (small-cap stock index)	29.39	%

Three months ended March 31, 2012

WePredecessor used an expected dividend yield of 0%, as we did not pay a dividend and did not contemplate paying a dividend in the foreseeable future. The weighted average, risk free interest rate was based on the 1.89-year treasury constant maturity. Our expected stock price volatility and the expected stock price volatility for the small cap stock index was estimated using daily returns data of our stock and the index for the period February 11, 2009 through February 10, 2011.

~~The~~(Dollars original share grant amount represented the number of shares that would be earned at a target level of performance. In conjunction with the signing of the Merger Agreement on March 12, 2012, these shares were deemed granted at the maximum level of performance. As a result, we issued 124,581 shares related to these market condition awards. Accordingly, we recorded $38 of additional compensation expense in ~~the~~thousands) ~~first quarter of 2012 related to our employees being granted the maximum level of shares rather than the target level of shares for these awards.~~

These shares vested upon consummation of the Merger, and the remaining unrecognized expense of $121 was recorded in the period ended May 4, 2012.


	Parent		Issuers		Subsidiary Guarantors		Non Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Revenues:
Rooms	$	0	$	0	$	21,529	$	23,896	$	0		$	45,425
Food and beverage		0		0		6,174		6,373		0			12,547
Other		0		0		5,288		6,017		0			11,305
Management and other fees		161		0		6,366		5		(5,835	)		697
Management and other fees – affiliates		0		0		973		0		0			973

Total operating revenues		161		0		40,330		36,291		(5,835	)		70,947
Other revenue from managed properties		0		0		3,070		0		0			3,070
Other revenue from managed properties – affiliates		0		0		2,772		0		0			2,772

Total revenues		161		0		46,172		36,291		(5,835	)		76,789

Operating expenses by department:
Rooms		0		0		3,883		3,968		(911	)		6,940
Food and beverage		0		0		4,732		4,722		0			9,454
Other		0		0		4,328		5,404		0			9,732
Other operating expenses:
Selling, general and administrative		5,613		46		13,524		8,320		(4,924	)		22,579
Property operating costs		0		0		3,735		4,001		0			7,736
Depreciation and amortization		38		349		6,126		5,506		0			12,019

Total operating expenses		5,651		395		36,328		31,921		(5,835	)		68,460
Other expenses from managed properties		0		0		3,070		0		0			3,070
Other expenses from managed properties – affiliates		0		0		2,772		0		0			2,772

Total expenses		5,651		395		42,170		31,921		(5,835	)		74,302

2419

OfTable theof 2010 market condition shares granted: Contents

• 91,463 were based on our common stock’s absolute performance during the three-year period 2010-2012. For shares that were earned, half of the shares vest on December 31, 2012, and the other half vest on December 31, 2013. The per share fair value of these market condition shares was $2.53 as of the grant date.


	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net operating (loss) income		(5,490	)		(395	)		4,002			4,370			0			2,487
Investment income – affiliates		0			0			0			220			0			220
Interest income		53			3			0			2			0			58
Interest expense		(1,584	)		(6,636	)		0			(3,437	)		0			(11,657	)
Equity in unconsolidated affiliates		(2,129	)		4,899			0			97			(2,770	)		97

(Loss) income from continuing operations before income taxes		(9,150	)		(2,129	)		4,002			1,252			(2,770	)		(8,795	)
Income tax expense		(48	)		0			(127	)		(204	)		0			(379	)

Net (loss) income from continuing operations		(9,198	)		(2,129	)		3,875			1,048			(2,770	)		(9,174	)
Discontinued operations, net of tax		0			0			0			(36	)		0			(36	)

Net (loss) income		(9,198	)		(2,129	)		3,875			1,012			(2,770	)		(9,210	)
Net income attributable to noncontrolling interest, net of tax		0			0			0			12			0			12

Net (loss) income attributable to Great Wolf Resorts, Inc.	$	(9,198	)	$	(2,129	)	$	3,875		$	1,024		$	(2,770	)	$	(9,198	)

~~The~~UNAUDITED ~~fair~~CONDENSED ~~value~~CONSOLIDATING ofSTATEMENT ~~these~~OF ~~market~~CASH ~~condition~~FLOWS ~~shares was determined using a Monte Carlo simulation and the following assumptions:~~

Dividend yield	0
Weighted average, risk free interest rate	1.27	%
Expected stock price volatility	95.21	%

Three months ended March 31, 2013

WeSuccessor used an expected dividend yield of 0%, as we did not pay a dividend and did not contemplate paying a dividend in the foreseeable future. The weighted average, risk free interest rate was based on the 2.75-year treasury constant maturity. Our expected stock price volatility was estimated using daily returns data of our stock for the period June 29, 2007 through March 30, 2010.

~~The~~(Dollars original share grant amount represented the number of shares that would be earned at a target level of performance. In conjunction with the signing of the Merger Agreement on March 12, 2012, these shares were deemed granted at the maximum level of performance. As a result, we issued 137,195 shares related to these market condition awards. Accordingly, we recorded $68 of additional compensation expense in ~~the~~thousands) ~~first quarter of 2012 related to our employees being granted the maximum level of shares rather than the target level of shares for these awards.~~

These shares vested upon consummation of the Merger, and the remaining unrecognized expense of $111 was recorded in the period ended May 4, 2012.


	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net (loss) income	$	(846	)	$	1,487		$	6,129		$	653		$	(8,269	)	$	(846	)
Adjustment to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization		0			0			5,886			5,989			0			11,875
Bad debt expense		0			0			12			8			0			20
Amortization of debt fair value		80			(1,409	)		0			92			0			(1,237	)
Non-cash share-based compensation expense		0			0			297			0			0			297
Loss on disposition of assets		0			0			0			102			0			102
Equity in unconsolidated affiliates		(1,487	)		(6,782	)		0			1,242			8,269			1,242
Deferred tax expense		(48	)		0			0			0			0			(48	)
Changes in operating assets and liabilities		103,453			125,468			(51,951	)		(162,931	)		0			14,039

Net cash provided by (used in) operating activities		101,152			118,764			(39,627	)		(154,845	)		0			25,444

Investing activities:
Capital expenditures for property and equipment		(4	)		0			(1,517	)		(1,654	)		0			(3,175	)
Investment in unconsolidated related party		0			0			0			(6,712	)		0			(6,712	)
Investment in development		0			0			(795	)		0			0			(795	)
Proceeds from sale of assets		0			0			2			0			0			2
Increase in restricted cash		0			0			0			(1,394	)		0			(1,394	)

Net cash used in investing activities		(4	)		0			(2,310	)		(9,760	)		0			(12,074	)

•20 91,463 were based on our common stock’s performance in 2010-2012 relative to a stock index, as designated by the Compensation Committee of the Board of Directors. For shares that are earned, half of the shares vest on December 31, 2012, and the other half vest on December 31, 2013. The per share fair value of these market condition shares was $2.61 as of the grant date.

TheTable fair value of these market condition shares was determined using a Monte Carlo simulation and the following assumptions: Contents

Dividend yield		0
	Parent			Issuers			SubsidiaryGuarantors			Non GuarantorSubsidiaries			ConsolidatingAdjustments		Consolidated
Weighted average, risk free interest rate		1.27	%
Financing activities:
Expected stock price volatility		95.21	%
Principal payments on long-term debt		0			0			0			(2,157	)		0		(2,157	)
Expected stock price volatility (small-cap stock index)		37.51	%
Payment of loan costs		(4	)		(118	)		0			(1	)		0		(123	)
Repurchase of stock for restricted stock tax withholding		(128	)		0			0			0			0		(128	)
Advances from consolidating entities, net		(101,468	)		(103,324	)		41,742			163,050			0		0
Net cash (used in) provided by financing activities		(101,600	)		(103,442	)		41,742			160,892			0		(2,408	)
Net (decrease) increase in cash and cash equivalents		(452	)		15,322			(195	)		(3,713	)		0		10,962
Cash and cash equivalents, beginning of period		10,188			7,524			1,260			9,152			0		28,124
Cash and cash equivalents, end of period	$	9,736		$	22,846		$	1,065		$	5,439		$	0	$	39,086

WeUNAUDITED ~~used~~CONDENSED anCONSOLIDATING ~~expected~~STATEMENT ~~dividend~~OF ~~yield~~CASH ofFLOWS 0%, as we did not pay a dividend and did not contemplate paying a dividend in the foreseeable future. The weighted average, risk free interest rate was based on the 2.75-year treasury constant maturity. Our expected stock price volatility and the expected stock price volatility for the small cap stock index was estimated using daily returns data of our stock for the period June 29, 2007 through March 30, 2010.

~~The~~Three ~~original~~months ~~share~~ended ~~grant amount represented the number of shares that would be earned at a target level of performance. In conjunction with the signing of the Merger Agreement on~~ March 1231, 2012~~, these~~ shares were deemed granted at the maximum level of performance. As a result, we issued 137,195 shares related to these market condition awards. Accordingly, we recorded $70 of additional compensation expense in the first quarter of 2012 related to our employees being granted the maximum level of shares rather than the target level of shares for these awards.

~~These~~Predecessor ~~shares vested upon consummation of the Merger, and the remaining unrecognized expense of $114 was recorded in the period ended May 4, 2012.~~

~~Performance~~(Dollars ~~Share~~in ~~Awards~~thousands)

Prior to the Merger, under the Old Plan, certain employees were eligible to receive shares of our common stock in payment of performance share awards granted to them. Grantees of performance shares were eligible to receive shares of our common stock based on the achievement of certain individual and departmental performance criteria during the calendar year in which the shares were granted. We granted 85,036 and 92,633 performance shares during the period January 1, 2012 – May 4, 2012 and nine months ended September 30, 2011, respectively. Shares granted in 2012 were to vest over a three year period, 2012-2014; and shares granted in 2011 were to vest over a three year period, 2011-2013.


	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net (loss) income	$	(9,198	)	$	(2,129	)	$	3,875		$	1,012		$	(2,770	)	$	(9,210	)
Adjustment to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		38			349			6,126			5,506			0			12,019
Bad debt expense		0			0			0			10			0			10
Non-cash share-based compensation expense		0			0			791			0			0			791
Equity in unconsolidated affiliates		2,129			(4,899	)		0			(97	)		2,770			(97	)
Deferred tax expense		53			0			0			0			0			53
Changes in operating assets and liabilities		2,702			6,438			265			2,281			0			11,686

Net cash (used in) provided by operating activities		(4,276	)		(241	)		11,057			8,712			0			15,252

Investing activities:
Capital expenditures for property and equipment		0			0			(620	)		(501	)		0			(1,121	)
Investment in development		0			0			(53	)		0			0			(53	)
Increase in restricted cash		0			0			0			(2,416	)		0			(2,416	)

Net cash used in investing activities		0			0			(673	)		(2,917	)		0			(3,590	)

Financing activities:
Principal payments on debt		0			383			(8	)		(1,810	)		0			(1,435	)
Payment of loan costs		3			(110	)		0			(2	)		0			(109	)
Advances from consolidating entities, net		3,439			13,036			(13,463	)		(3.012	)		0			0

Net cash provided by (used in) financing activities		3,442			13,309			(13,471	)		(4,824	)		0			(1,544	)

Net increase (decrease) in cash and cash equivalents		(834	)		13,068			(3,087	)		971			0			10,118
Cash and cash equivalents, beginning of period		10,039			15,980			814			6,934			0			33,767

Cash and cash equivalents, end of period	$	9,205		$	29,048		$	(2,273	)	$	7,905		$	0		$	43,885

2521

TheTable per share fair value of performance shares granted during the period January 1, 2012 – May 4, 2012 and nine months ended September 30, 2011 was $3.35 and $3.23, respectively, which represents the fair value of our common stock on the grant date. We recorded share-based compensation expense of $264 for the period January 1, 2012 – May 4, 2012. There was no share-based compensation expense for the period May 5, 2012 – September 30, 2012. We recorded share-based compensation expense of $71 and $214 for the three and nine months ended September 30, 2011, respectively. Since all shares originally granted were not earned, we recorded a reduction in expense of $19 and $16 during the period January 1, 2012 – May 4, 2012 and nine months ended September 30, 2011, respectively, related to the shares not issued. Contents

~~Based~~ITEM 2. onMANAGEMENT’S ~~their~~DISCUSSION ~~achievement~~AND ofANALYSIS ~~certain~~OF ~~individual and~~FINANCIAL ~~departmental~~CONDITION ~~performance~~AND ~~goals:~~RESULTS OF OPERATIONS

•This ~~Employees~~Management’s ~~earned~~Discussion and ~~were~~Analysis ~~issued~~of 75Financial Condition and Results of Operations (“MD&A”) is a discussion and analysis of the financial condition,~~152~~ ~~performance~~results ~~shares~~of operations and liquidity and capital resources. The following MD&A should be read in ~~February~~conjunction ~~2012~~with ~~related~~the tocondensed consolidated financial statements and notes thereto appearing elsewhere in this report and the ~~2011~~audited ~~grants~~financial statements and other disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2012. This MD&A contains forward-looking statements that involve risks and uncertainties. Our actual results may differ from those indicated in the forward-looking statements. See “Forward-Looking Statements” included elsewhere in this report.

•All ~~Employees~~dollar ~~earned~~amounts ~~and~~in ~~were~~this ~~issued 96~~discussion,~~305~~ ~~performance~~except ~~shares~~for inoperating ~~February~~statistics, ~~2011~~are ~~related~~in ~~to the 2010 grants~~thousands.

~~Upon~~Overview the consummation of the Merger, all of the 2012 performance share awards granted were cancelled for no consideration. Performance shares awards granted in 2010 and 2011 vested upon consummation of the Merger, and the remaining unrecognized expense of $68 and $135, respectively, was recorded in the period ending May 4, 2012.

OnThe ~~August 13,~~terms “Great ~~2012~~Wolf Resorts,” ~~under the K-9 Plan~~“us,” ~~certain employees received shares of K-9’s common stock~~“we,” ~~which~~and ~~will~~“our” ~~vest~~are onused ~~the date that those employees receive a bonus~~ in ~~respect~~this ofreport ~~2012 from the Company. To the extent the bonus payable~~ to ~~the~~refer ~~employees for fiscal year 2012 is less than a certain threshold, the employees will forfeit a number of shares with a value equal~~ to ~~the shortfall.~~Great WeWolf ~~granted 37~~Resorts,~~500~~ ~~performance shares during the period August 13, 2012 – September 30, 2012~~Inc. The per share fair value of the performance shares was $10.00, which represents the fair value of K-9’s common stock on the grant date. We recorded share-based compensation expense of $107 for the three and ~~nine~~its ~~months~~consolidated ~~ended September 30, 2012, respectively~~subsidiaries.

~~Deferred~~Business. ~~Compensation~~We ~~Awards~~are a family entertainment resort company that provides our guests with a high-quality vacation at an affordable price. We are the largest owner, operator and developer in North America of drive-to, destination family resorts featuring indoor waterparks and other family-oriented entertainment activities. Each of our resorts features approximately 300 to 600 family suites, each of which sleeps from six to ten people and includes a wet bar, microwave oven, refrigerator and dining and sitting area. We provide a full-service entertainment resort experience to our target customer base: families with children ranging in ages from 2 to 12 years old that live within a convenient driving distance of our resorts. Our resorts are open year-round and provide a consistent, comfortable environment where our guests can enjoy our various amenities and activities. We operate and license resorts under our Great Wolf Lodge brand name. We have entered into licensing and management arrangements with third parties relating to the operation of resorts under the Great Wolf Lodge brand name.

~~Pursuant~~Our tofinancial ~~their~~information ~~employment arrangements,~~includes: two executives received bonuses upon completion of our initial public offering. Executives receiving bonus payments totaling $2,200 elected to defer those payments pursuant to our deferred compensation plan. To satisfy this obligation, we contributed 129,412 shares of our common stock to the trust that holds the assets to pay obligations under our deferred compensation plan. The fair value of that stock at the date of contribution was $2,200. We have recorded the fair value of the shares of common stock, at the date the shares were contributed to the trust, as a reduction of our stockholders’ equity. In 2008, one of the executives who had deferred a bonus payment resigned from our company and our deferred compensation plan sold the shares held in that plan related to the deferred bonus payment. In 2012, the other executive who had deferred a bonus payment sold the shares in the deferred compensation plan. As a result, we have reclassified $2,200 previously recorded as deferred compensation to additional paid-in-capital.

We• ~~account~~our ~~for~~subsidiary ~~the~~that ~~change~~provides inresort ~~fair~~development value of the shares held in the trust as a charge to compensation cost. We recorded share-based compensation income of $34 for the period January 1, 2012 – May 4, 2012. There was no share-based compensation expense for the period May 5, 2012 – September 30, 2012. We recorded share-based compensation income of $6 and ~~$1,~~management/licensing ~~for the three and nine months ended September 30, 2011, respectively.~~ services;

~~Non~~• our wholly-~~vested~~owned ~~Shares~~ resorts;

~~Prior~~• toour ~~the~~Creative ~~Merger~~Kingdoms, weLLC ~~had~~(“CK”) ~~granted~~subsidiary, ~~non-vested shares~~which asis ~~follows:~~a developer of experiential gaming products; and

• ~~We had granted non-vested shares to certain employees and~~ our ~~directors.~~equity ~~These~~interest ~~shares~~in ~~vested~~the ~~over~~Grand ~~time~~Mound ~~periods~~resort ~~between~~in ~~three~~which ~~and~~we ~~five~~have ~~years.~~a Weminority ~~valued~~ownership ~~these~~interest ~~non-vested~~but ~~shares~~which atwe ~~the~~do ~~closing~~not ~~market value of our common stock on the date of grant~~consolidate.

•On WeMay 4, ~~had~~2012, ~~granted~~the ~~non~~Company merged (the “Merger”) with K-~~vested~~9 ~~shares~~Acquisition, toInc., ~~certain~~a ~~employees~~Delaware corporation ~~for~~(“Merger ~~shares~~Sub”) ~~earned~~and ~~under~~subsidiary of a fund managed by an affiliate of Apollo Global Management, LLC (together with its subsidiaries, (“Apollo”). Although the ~~Market~~Company ~~Condition~~continued ~~Share~~as ~~Awards~~the same legal entity after the Merger, the Company’s capital structure changed significantly as ~~described~~a ~~above.~~result ~~These~~of ~~shares~~the ~~vested~~Merger ~~ratably~~and ~~over~~our financial statement presentations distinguish between a ~~three-year~~“Predecessor” ~~period.~~for Weperiods ~~valued~~prior to the ~~non-vested~~Merger ~~shares~~and ~~related~~a to“Successor” ~~Market~~for ~~Condition~~periods subsequent ~~Shares~~to ~~using~~the Merger. As a ~~Monte~~result ~~Carlo~~of ~~simulation~~the application of the acquisition method of accounting as ~~described~~of ~~above~~the effective time of the Merger, the financial statements for the Predecessor period and for the Successor period are presented on different bases and are, therefore, not comparable.

•Properties. WeThe ~~had~~following ~~granted~~table ~~non-vested~~presents ~~shares~~an tooverview ~~certain~~of ~~employees~~our ~~for~~portfolio ~~shares~~of resorts. ~~earned~~As ~~under~~of ~~the~~March 31, ~~Performance~~2013, ~~Share~~we ~~Awards~~operated, asmanaged ~~described~~and/or ~~above.~~had ~~These~~licensing ~~shares~~arrangements ~~vested~~relating ~~ratably~~to ~~over a three-year period. We valued~~ the ~~non-vested~~operation ~~shares~~of ~~related~~11 toGreat ~~Performance~~Wolf ~~Share~~Lodge ~~Awards~~resorts. atWe ~~the~~anticipate ~~closing~~that ~~market~~most ~~value~~ of our ~~common~~future ~~stock~~resorts onwill ~~the~~be ~~date~~licensed ofand/or ~~grant~~developed ofunder ~~the~~our ~~Performance~~Great ~~Share~~Wolf Lodge ~~Awards~~brand.


	Ownership Percentage			Opened		Number of Guest Suites			Indoor Entertainment Area (1)
									(Approx. sq. ft.)
Wisconsin Dells, WI (3)		—			1997		385	(2)		102,000
Sandusky, OH (3)		—			2001		271			41,000
Traverse City, MI		100	%		2003		280			57,000
Kansas City, KS		100	%		2003		281			57,000
Williamsburg, VA (4)		100	%		2005		405			87,000
Pocono Mountains, PA (4)		100	%		2005		401			101,000
Niagara Falls, ONT (5)		—			2006		406			104,000
Mason, OH (4)		100	%		2006		401			105,000
Grapevine, TX (4)		100	%		2007		605			110,000
Grand Mound, WA (6)		49	%		2008		398			74,000
Concord, NC (4)		100	%		2009		402			97,000

~~Upon~~22 the consummation of the Merger, each non-vested share outstanding vested, was cancelled and converted into the right to receive the Offer Price and the remaining unrecognized expense of $1,323 was recorded in the period ended May 4, 2012.

ATable summary of non-vested shares activity for the period January 1, 2012 – May 4, 2012 is as follows: Contents

	Predecessor
	Shares			WeightedAverageGrant DateFair Value
Non-vested shares balance at beginning of period		910,678		$	3.13
Granted		1,015,545		$	2.43
Forfeited		(2,500	)	$	3.00
Vested		(1,923,723	)	$	2.76
Non-vested shares balance at end of period		0		$	0

(1)	Our indoor entertainment areas generally include our indoor waterpark, game arcade, children’s activity room, MagiQuest^® (an interactive game attraction) and fitness room, as well as our spa in the resorts that have such amenities.

We(2) ~~recorded~~Total ~~share-based~~number ~~compensation expense related to non-vested shares~~ of ~~$1,644~~guest ~~for~~suites ~~the~~includes ~~period January 1,~~77 ~~2012~~condominium –units ~~May 4,~~that ~~2012.~~are ~~There~~individually ~~was~~owned ~~no share-based compensation expense for the period May 5, 2012 – September 30, 2012. We recorded share-based compensation expense related to non-vested shares of $259~~ and ~~$847 for~~we ~~the three and nine months ended September 30, 2011, respectively~~manage.

~~Subsequent~~(3) toThese ~~the~~properties ~~Merger,~~are ~~under~~owned ~~the~~by ~~K-9~~CNL ~~Plan~~Lifestyle Properties, ~~we granted~~Inc. ~~non-vested~~(“CNL”), ~~shares~~a toreal ~~certain~~estate ~~employees~~investment ~~for~~trust ~~shares~~focused ~~earned~~on ~~under~~leisure and lifestyle properties. We currently manage both properties and license the ~~Performance~~Great ~~Share~~Wolf ~~Awards~~Lodge asbrand ~~described~~to ~~above~~these resorts.

~~A summary~~(4) Five of ~~non-vested~~our ~~shares~~properties ~~activity~~(Great ~~for~~Wolf ~~the~~Lodge ~~period~~resorts ~~May~~in 5Williamsburg, ~~2012—September~~VA; 30Pocono Mountains, ~~2012~~PA; isMason, OH; Grapevine, TX and Concord, NC) each had a book value of fixed assets equal to ten percent or more of our total assets as ~~follows:~~of March 31, 2013 and each of those five properties had total revenues equal to ten percent or more of our total revenues for the three months ended March 31, 2013.

	Successor
	Shares		WeightedAverageGrant DateFair Value
Non-vested shares balance at beginning of period		0
Granted		37,500	$	10.00
Forfeited		0
Vested		0
Non-vested shares balance at end of period		37,500	$	10.00

(5)	An affiliate of Ripley Entertainment, Inc. (“Ripley”), our licensee, owns this resort. We have granted Ripley a license to use the Great Wolf Lodge name for this resort through April 2016 for a licensing fee.

~~Vested~~(6) ~~Shares~~This property is owned by a joint venture. The Confederated Tribes of the Chehalis Reservation (“Chehalis”) owns a 51% interest in the joint venture, and we own a 49% interest. We manage the property and license the Great Wolf Lodge brand to the joint venture under long-term agreements through April 2057, subject to earlier termination in certain situations. The joint venture leases the land for the resort from the United States Department of the Interior, which is trustee for Chehalis.

~~During~~Key ~~the~~Performance ~~nine months ended September 30, 2011, our directors had the option to elect to have some or the entire cash portion of their annual fees paid in the form of shares of our common stock~~Indicators rather than cash. Directors making this election received shares having a market value equal to 125% of the cash they would otherwise receive. Shares issued in lieu of cash fee payments are fully vested upon issuance.

We ~~recorded~~have ~~non-cash~~several ~~professional~~key ~~fees~~indicators ~~expense~~that ofwe ~~$22~~use ~~for the nine months ended September 30, 2011, related~~ to ~~these~~evaluate ~~elections~~the ~~to received~~performance ~~shares in lieu~~ of ~~cash~~our business. WeThese ~~issued~~indicators ~~10,188~~include ~~shares in~~ the following: ~~nine months ended September 30, 2011 related to these elections.~~

8.• ~~PROPERTY~~Occupancy ~~AND~~allows ~~EQUIPMENT~~us to measure the general overall demand for rooms at our resorts and the effectiveness of our sales and marketing strategies and is calculated by dividing total occupied rooms by total available rooms;

~~Property~~• ~~and~~Average ~~equipment~~daily ~~consist~~room ofrate (“ADR”) allows us to measure the ~~following:~~effectiveness of our yield management strategies and is calculated by dividing total rooms revenue by total occupied rooms;

	Successor			Predecessor
	September 30,2012			December 31,2011
Land and improvements	$	54,720		$	57,665
Building and improvements		383,434			417,385
Furniture, fixtures and equipment		205,192			344,825
Construction in process		260			142
		643,606			820,017
Less accumulated depreciation		(19,117	)		(243,755	)
Property and equipment, net	$	624,489		$	576,262

•

Revenue per available room (“RevPAR”) is the product of occupancy and ADR;

27• Total revenue per occupied room (“Total RevPOR”) — calculated by dividing total revenue by total occupied rooms;

~~The~~• ~~above~~Total ~~amounts~~revenue asper ofavailable ~~September 30,~~room ~~2012,~~(“Total ~~include~~RevPAR”) ~~net~~— ~~fair~~calculated ~~value~~by ~~adjustments~~dividing ~~recorded as~~total ~~part~~revenue ofby ~~purchase~~total ~~accounting~~available ~~that increased the aggregate carrying value of property and equipment as of the Merger date (see footnote 4).~~ rooms;

~~Depreciation~~• ~~expense~~Non-rooms ~~for~~revenue ~~continuing~~per ~~operations~~occupied ~~was~~room ~~$11,950,~~— ~~$15,623~~calculated ~~and~~by ~~$19,570~~taking ~~for~~ the ~~three~~difference ~~months~~between ~~ended~~Total ~~September 30,~~RevPOR ~~2012~~ and ~~the periods January 1, 2012 through May 4, 2012 and May 5, 2012 through September 30, 2012, respectively.~~ ADR;

~~Depreciation~~• ~~expense~~Earnings ~~for~~before ~~continuing operations was $12~~interest,~~258 and~~ ~~$36~~taxes,~~655~~ ~~for~~depreciation ~~the three~~ and ~~nine months ended September 30~~amortization, ~~2011,~~or ~~respectively.~~“EBITDA”; and

9.• ~~LONG-TERM~~EBITDA ~~DEBT~~adjusted for certain items, or “Adjusted EBITDA.”

~~Long-term~~Occupancy, ~~debt~~ADR ~~consists~~and ofRevPAR are commonly used measures within the ~~following:~~hospitality industry to evaluate hotel operations. While ADR and RevPAR only include rooms revenue, Total RevPOR and Total RevPAR include both rooms revenue and other revenue derived from food and beverage and other amenities at our resorts. For the three months ended March 31, 2013, approximately 68% of our total consolidated resort revenues consisted of rooms revenue.

	Carrying Value						PrincipalAmounts
	Successor			Predecessor			Successor
	September 30,2012			December 31,2011			September 30,2012
Mortgage Debt:
Traverse City/Kansas City mortgage loan	$	62,484		$	65,591		$	64,299
Pocono Mountains mortgage loan		93,540			93,015			92,039
Concord mortgage loan		51,206			54,055			51,012
First mortgage notes (net of discount of $8,046 as of December 31, 2011)		259,678			221,954			230,000
Other Long-Term Debt:
Junior subordinated debentures		60,893			80,545			80,545
Other		0			14			0
		527,801			515,174			517,895
Less current portion of long-term debt		(67,201	)		(67,678	)		(67,201	)
Total long-term debt	$	460,600		$	447,496		$	450,694

See “Non-GAAP Financial Measures” for further discussion of our use of EBITDA and Adjusted EBITDA and a reconciliation of net loss to EBITDA and Adjusted EBITDA.

The ~~carrying~~following ~~value amounts as of September 30, 2012, include net fair value adjustments recorded as~~table ~~part~~shows ofkey ~~purchase~~operating ~~accounting~~statistics ~~that~~for ~~increased~~our ~~the~~resorts ~~aggregate~~for ~~carrying value of debt as of~~ the ~~Merger~~three ~~date~~months ~~(see~~ended ~~footnote 4). We are amortizing these adjustments as offsets to interest expense over the life of each loan~~March 31, ~~using~~2013 ~~the~~and ~~effective interest rate method. The unamortized fair value adjustment as of September 30,~~ 2012: ~~was $9,906.~~

Traverse City/Kansas City Mortgage Loan—This non-recourse loan is secured by our Traverse City and Kansas City resorts. The loan bears interest at a fixed rate of 6.96%, is subject to a 25-year principal amortization schedule, and matures in January 2015. The loan has customary financial and operating debt compliance covenants. The loan also has customary restrictions on our ability to prepay the loan prior to maturity. We were in compliance with all covenants under this loan at September 30, 2012.


	Three months ended March 31,
	Successor			Predecessor			Increase / (Decrease)
	2013			2012			$		%
Occupancy		66.6	%		65.3	%		N/A		1.3	%
ADR	$	283.57		$	265.50		$	18.07		6.8	%
RevPAR	$	188.95		$	173.47		$	15.48		8.9	%
Total RevPOR	$	431.44		$	408.32		$	23.12		5.7	%
Total RevPAR	$	287.48		$	266.79		$	20.69		7.8	%
Non-rooms revenue per occupied room	$	147.87		$	142.82		$	5.05		3.5	%
Adjusted EBITDA	$	25,165		$	20,455		$	4,710		23.0	%

~~While~~23 recourse under the loan is limited to the property owner’s interest in the mortgaged property, we have provided limited guarantees with respect to certain customary non-recourse provisions and environmental indemnities relating to the loan.

TheTable loanof also contains limitations on our ability, without lender’s consent, to (i) make payments to our affiliates if a default exists; (ii) enter into transactions with our affiliates; (iii) make loans or advances; or (iv) assume, guarantee or become liable in connection with any other obligations. Contents

28Results of Operations

~~The~~Three ~~loan~~months ~~requires~~ended us to maintain a minimum debt service coverage ratio (DSCR) of 1.35, calculated on a quarterly basis. This ratio is defined as the two collateral properties’ combined trailing twelve-month net operating income divided by the greater of (i)March the loan’s twelve-month debt service requirements and (ii) 8.5% of the amount of the outstanding principal indebtedness under the loan. Failure to meet the minimum DSCR is not an event of default and does not accelerate the due date of the loan. Not meeting the minimum DSCR31, ~~however,~~2013 ~~subjects~~compared ~~the two~~with ~~properties to a lock-box cash management arrangement, at~~ the ~~discretion~~three ofmonths the loan’s servicer. The loan also contains a similar lock-box requirement if we open any Great Wolf Lodge or Blue Harbor Resort within 100 miles of either resort, and the two collateral properties’ combined trailing twelve-month net operating income is not at least equal to 1.8 times 8.5% of the amount of the outstanding principal indebtedness under the loan. For the quarter ended ~~September~~March 3031, 2012, ~~the DSCR for this loan was 0.94, and the DSCR for this loan has been below 1.35 since the second quarter of 2007.~~

~~In September~~Presented ~~2010,~~below ~~the~~are ~~loan’s~~selected ~~master~~amounts ~~servicer~~from ~~implemented a lock-box cash management arrangement. The lock-box cash management arrangement requires substantially all cash receipts for~~ the ~~two~~statements ~~resorts~~of toincome ~~be moved each day to a lender-controlled bank account, which the loan servicer then uses to fund debt service and operating expenses~~ for the ~~two~~three ~~resorts~~months onended a monthly basis, with excess cash flow being deposited in a reserve account and held as additional collateral for the loan. We believe that this arrangement constitutes a traditional lock-box arrangement as discussed in authoritative accounting guidance. Based on that guidance, we have classified the entire outstanding principal balance of the loan as a current liability as of SeptemberMarch 3031, ~~2012,~~2013 ~~since the lock-box arrangement requires us to use the properties’ working capital to service the loan,~~ and ~~we do not presently have the ability to refinance this loan to a new, long-term loan. Although the entire principal balance of the loan is classified as a current liability as of September 30,~~ 2012,: ~~the loan is not in default, and the principal balance is not due currently.~~

At our request, in October 2010 the loan was transferred to its special servicer. We informed the special servicer that, given the current and expected performance at that time of the two properties securing this loan, we might elect to cease the subsidization of debt service on this non-recourse loan. If we were to elect to cease the subsidization of debt service, that may result in a default under the loan agreement. The properties had a combined net book value of $72,371 as of September 30, 2012, and the amount of debt outstanding under the loan was $62,484 as of September 30, 2012.


	Three months ended March 31,
	Successor			Predecessor			Increase / (Decrease)
	2013			2012			$			%
Total Operating Revenues	$	76,072		$	70,947		$	5,125			7.2	%
Operating expenses:
Departmental operating expenses		26,174			26,126			48			0.2	%
Selling, general and administrative		18,990			22,579			(3,589	)		(15.9	)%
Property operating costs		8,975			7,736			1,239			16.0	%
Depreciation and amortization		11,875			12,019			(144	)		(1.2	)%
Net operating income		9,956			2,487			7,469			300.4	%
Interest expense, net of interest income		9,635			11,599			(1,964	)		(16.9	)%
Net loss attributable to Great Wolf Resorts, Inc.	$	(846	)	$	(9,198	)	$	8,352			90.8	%

~~Given~~Total ~~improved~~Operating ~~operating~~Revenues. ~~trends~~Operating ~~and~~revenues ~~performance~~consist atof ~~the~~lodging ~~properties~~revenue, ~~during~~which ~~2011~~includes rooms, food and ~~the~~beverage, ~~nine~~and ~~months~~other ~~ended~~department ~~September 30,~~revenues ~~2012,~~from weour ~~currently~~resorts; ~~expect~~revenue ~~the~~from ~~properties~~our toCK ~~generate~~subsidiary, ~~sufficient~~which ~~cash~~includes ~~flow~~product sosales, ~~that our~~admission ~~subsidization~~fees ofand ~~debt~~retail ~~service,~~revenues; ifand ~~any,~~management ~~for~~fee ~~2012~~and ~~will~~other berevenue ~~insignificant~~from toresorts, ~~our~~which ~~overall~~includes ~~operations.~~fees Asreceived under aour ~~result~~management, welicense, ~~currently~~development ~~believe~~and ~~the~~construction ~~most~~management ~~likely~~agreements. ~~course~~Total ofoperating ~~action~~revenues for ~~2012~~the isthree tomonths ~~continue~~ended toMarch 31, ~~operate~~2013 ~~these~~increased ~~properties,~~primarily ~~assuming~~due ~~these~~to ~~trends continue~~the increase in ADR.

~~Pocono~~Operating ~~Mountains Mortgage Loan—This loan is secured by a mortgage on our Pocono Mountains resort~~expenses. The loan bears interest at a fixed rate of 6.10% and matures in January 2017. The loan is currently subject to a 30-year principal amortization schedule. The loan has customary covenants associated with an individual mortgaged property. The loan also has customary restrictions on our ability to prepay the loan prior to maturity. We were in compliance with all covenants under this loan at September 30, 2012.

~~The~~• ~~loan~~Departmental ~~requires~~operating usexpenses toconsist ~~maintain a minimum DSCR~~ of ~~1.25~~room, ~~calculated~~food onand abeverage ~~quarterly~~and ~~basis.~~other ~~Subject~~department toexpenses. ~~certain~~For ~~exceptions,~~ the ~~DSCR~~three ismonths ~~increased~~ended toMarch ~~1.35~~31, if2013, wethese ~~open~~expenses upincreased ~~a waterpark resort within 75 miles of the property or incur mezzanine debt secured~~ by ~~the~~$48, ~~resort. This ratio is defined~~ as ~~the~~compared property’s combined trailing twelve-month net operating income divided by the greater of (i) the loan’s twelve-month debt service requirements and (ii) 7.25% of the amount of the outstanding principal indebtedness under the loan. Failure to ~~meet~~ the ~~minimum~~three ~~DSCR~~months isended ~~not~~March ~~an event of default and does not accelerate the due date of the loan. Not meeting the minimum DSCR~~31, ~~however~~2012, ~~subjects the~~primarily ~~property~~due to aan ~~lock-box~~increase ~~cash management arrangement, at the discretion~~ of ~~the~~$104 ~~loan’s~~due ~~servicer. We believe that lock-box arrangement would require substantially all cash receipts for the resort~~ to ~~be moved each day to a lender-controlled bank account, which the loan servicer would then use to fund debt service and operating~~ expenses ~~for~~associated ~~the resort,~~ with ~~excess~~our ~~cash~~spa ~~flow~~services ~~being~~added ~~deposited~~ in alate ~~reserve~~2012 ~~account~~ and ~~held~~$400 asof ~~additional~~increased ~~collateral~~costs ~~for~~of ~~the~~goods ~~loan.~~sold ~~While~~from ~~recourse~~CK ~~under~~due ~~the loan is limited~~ to ~~the~~an ~~property~~increase ~~owner’s interest~~ in ~~the~~revenues ~~mortgage~~offset ~~property,~~by wea ~~have~~decrease ~~provided~~in ~~limited~~labor ~~guarantees with respect to certain customary non-recourse provisions and environmental indemnities relating to the loan~~costs.

~~The~~• ~~loan~~Selling, ~~also~~general ~~contains~~and ~~limitations~~administrative onexpenses, which are associated with the operations and management of resorts and our ~~ability~~CK subsidiary and which consist primarily of expenses such as corporate payroll and related benefits, ~~without~~operations ~~lender’s~~management, ~~consent~~sales and marketing, finance, legal, information technology support, human resources and other support services, as well as general corporate. These expenses decreased by $3,589 for the three months ended March 31, 2013, as compared to ~~(i) make~~the ~~payments~~three months ended March 31, 2012, due primarily to ~~our~~$4,976 ~~affiliates~~of ifmerger-related ~~a default~~expenses ~~exists;~~in ~~(ii) enter~~the ~~into~~first ~~transactions~~quarter ~~with~~of ~~our~~2012 ~~affiliates;~~which ~~(iii) make~~were ~~loans~~not orincurred ~~advances;~~during orthe ~~(iv) assume~~first quarter of 2013, ~~guarantee~~partially oroffset ~~become~~by ~~liable~~$911 of affiliate consulting fees in ~~connection~~the ~~with~~first ~~any~~quarter ~~other~~of ~~obligations~~2013.

~~Concord~~• ~~Mortgage~~Property ~~Loan—This~~operating ~~loan~~costs isconsists ~~secured by a mortgage on our Concord resort. This loan bears interest at a floating rate~~ of ~~30-day~~expenses, ~~LIBOR~~such ~~plus~~as arepairs ~~spread~~and ofmaintenance, ~~500~~utility ~~basis~~costs ~~points~~and ~~with~~property ~~a minimum rate of 6~~taxes.~~00% per~~ ~~annum~~For ~~(effective~~the ~~rate~~three ofmonths ~~6.00%~~ended atMarch ~~September 30~~31, ~~2012).~~2013, ~~This~~property ~~loan~~operating ~~requires~~costs ~~four~~increased ~~quarterly principal payments of~~ $~~125 each beginning October~~ 1,239 ~~2011,~~primarily ~~and quarterly~~due ~~principal payments of $375 thereafter. The loan was amended in March 2012~~ to ~~extend~~higher ~~the~~property ~~maturity~~taxes toand ~~December 31,~~increased ~~2016.~~utility costs.

29• Total depreciation and amortization decreased for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, primarily due to changes in depreciation and amortization as a result of merger-related fair value and useful life adjustments made in 2012.

AsNet ~~part~~operating ofincome. ~~the~~For ~~loan agreement, if~~ the ~~Concord~~three ~~resort~~months ~~does~~ended ~~not~~March 31, ~~achieve~~2013, ~~certain~~we ~~financial performance~~had ~~thresholds~~net ~~the~~operating ~~lender~~income ~~requires~~of ~~excess~~$9,956 ~~cash~~compared ~~from the Concord resort~~ to benet ~~swept~~operating toincome ~~the lender on a monthly basis. The lender will hold the excess cash until the end~~ of ~~each~~$2,487 ~~quarter~~for ~~and then will either fund~~ the ~~cash~~three ~~back~~months toended ~~us to~~March 31, ~~cover~~2012. ~~any~~The ~~projected~~$7,469 ~~cash~~increase ~~shortfalls~~in atnet ~~the~~operating ~~property~~income oris ifdue ~~there are no shortfalls projected, use the excess cash~~ to ~~repay~~an ~~the~~increase ~~loan~~of ~~principal balance. The lender has a~~ $145,~~500~~125 ~~loan~~in ~~principal~~total ~~guarantee from Great Wolf Resorts. This loan has customary financial and~~ operating ~~debt~~revenue ~~compliance~~as ~~covenants~~well ~~associated~~as ~~with~~a andecrease ~~individual mortgaged property. We were~~ in ~~compliance~~total ~~with~~operating ~~all~~expenses ~~covenants~~of ~~under this loan at September 30~~$2, ~~2012~~344.

InNet ~~connection~~loss ~~with~~attributable ~~the~~to ~~refinancing~~Great ofWolf ~~this~~Resorts, ~~loan~~Inc. inNet ~~2011~~loss ~~and~~attributable ~~the~~to ~~amendment~~Great ofWolf ~~this~~Resorts, ~~loan~~Inc. inwas ~~2012,~~$846 wefor ~~were~~the ~~required~~three tomonths ~~provide~~ended ~~interest~~March 31, ~~rate protection~~2013 oncompared to a ~~portion~~net loss of ~~the~~$9,198 ~~loan~~for ~~amount through~~ the three ~~loan’s~~months ~~maturity~~ended ~~date.~~March ~~Therefore~~31, we2012, ~~executed~~an ~~interest~~increase ~~rate~~of ~~caps~~$8,352 ~~that~~primarily ~~cap~~due ~~the~~to ~~loan~~increased atoperating anincome ~~8.00%~~of ~~interest~~$7,469 ~~rate~~and ~~through~~decreased ~~December~~interest ~~2016. The~~expense, net of interest ~~rate~~income, ~~caps~~of ~~were~~$1,964 ~~designated~~due ~~as ineffective~~to ~~cash~~the ~~flow~~debt ~~hedges. We~~amortization ~~mark~~of the ~~interest~~fair ~~rate~~value ~~caps~~adjustments torecorded at ~~market~~the ~~and~~time ~~record~~of the ~~change~~Merger, tooffset ~~interest~~by ~~expense~~a decrease in equity in unconsolidated affiliates of $1,339.

~~First~~24 Mortgage Notes—In April 2010, we completed, in a private placement followed by a registered exchange offer, an offering of $230,000 in aggregate principal amount of our 10.875% first mortgage notes (the Notes) due April 2017. The Notes were sold at a discount that provides an effective yield of 11.875% before transaction costs. The proceeds of the Notes were used to retire the outstanding mortgage debt on our Mason, Williamsburg, and Grapevine properties and for general corporate purposes. Prior to the Merger, we were amortizing the discount over the life of the Notes using the straight-line method, which approximated the effective interest method. As part of the acquisition method of accounting done in conjunction with the Merger, the Notes were recorded at fair value.

TheTable Notes are senior obligations of GWR Operating Partnership, L.L.L.P. and Great Wolf Finance Corp (Issuers). The Notes are guaranteed by Great Wolf Resorts and by our subsidiaries that own three of our resorts and those guarantees are secured by first priority mortgages on those three resorts. The Notes are also guaranteed by certain of our other subsidiaries on a senior unsecured basis. Contents

~~The~~Segments Notes require that we satisfy certain tests in order to, among other things: (i) incur additional indebtedness; (ii) make distributions from GWR Operating Partnership, L.L.L.P. to Great Wolf Resorts, Inc.; (iii) repurchase the equity interests in GWR Operating Partnership, L.L.L.P. or to prepay the subordinated debt of GWR Operating Partnership, L.L.L.P. or its subsidiaries; (iv) make investments, (v) enter into affiliate transactions, (vi) sell assets other than in the ordinary course of business or (vii) merge. We are currently restricted from these activities with certain carve-outs, as provided in the indenture.

~~Junior~~We ~~Subordinated~~have ~~Debentures—In~~two ~~March~~reportable ~~2005 we completed a private offering of $50,000 of trust preferred securities (TPS) through Great Wolf Capital Trust I (Trust I), a Delaware statutory trust which is our subsidiary~~segments. ~~The~~Refer ~~securities~~to ~~pay~~Note ~~holders~~9 ~~cumulative~~to ~~cash~~the ~~distributions~~unaudited atcondensed anconsolidated ~~annual~~financial ~~rate~~statements ~~which~~of isthe ~~fixed~~Company atfor ~~7.80% through March 2015 and then floats at LIBOR plus~~ a ~~spread~~detailed ofdiscussion ~~310 basis points thereafter. The securities mature in March 2035 and are callable at no premium after March 2010. In addition, we invested $1,550 in Trust I’s common securities, representing 3%~~ of ~~the~~our ~~total capitalization of Trust I~~segments.

Trust I used the proceeds of the offering and our investment to purchase from us $51,550 of junior subordinated debentures with payment terms that mirror the distribution terms of the TPS. The indenture governing the debentures contains limitations on our ability, without the consent of the holders of the debentures, to make payments to our affiliates or for our affiliates to make payments to us if a default exists. The costs of the TPS offering totaled $1,600, including $1,500 of underwriting commissions and expenses and $100 of costs incurred directly by Trust I. Trust I paid these costs utilizing an investment from us. These costs are being amortized over a 30-year period. The proceeds from our debentures sale, net of the costs of the TPS offering and our investment in Trust I, were $48,400. We used the net proceeds to retire a construction loan.


	Three months ended March 31,
	Successor 2013		Predecessor 2012		Increase/ (Decrease)
Revenues
Resort Ownership Operation	$	73,322	$	68,719	$	4,603
Resort Third-Party Management/License		8,153		7,512		641
Other		696		558		138

InLiquidity ~~June~~and ~~2007 we completed a private offering of $28,125 of TPS through Great Wolf~~ Capital ~~Trust~~Resources III (Trust III), a Delaware statutory trust which is our subsidiary. The securities pay holders cumulative cash distributions at an annual rate which is fixed at 7.90% through July 2012 and then floats at LIBOR plus a spread of 300 basis points thereafter. The securities mature in July 2017 and are callable at no premium after June 2012. In addition, we invested $870 in the Trust’s common securities, representing 3% of the total capitalization of Trust III.

~~Trust~~Refer ~~III~~to ~~used~~Note ~~the~~5 ~~proceeds of the offering and our investment~~ to ~~purchase from us $28,995 of junior subordinated debentures with payment terms that mirror~~ the ~~distribution~~unaudited ~~terms~~condensed ofconsolidated ~~the~~financial ~~TPS~~statements of ~~Trust III securities. The costs of~~ the ~~TPS~~Company ~~offering~~for ~~totaled~~a ~~$932,~~detailed ~~including~~discussion ~~$870~~ of underwriting commissions and expenses and $62 of costs incurred directly by Trust III. Trust III paid these costs utilizing an investment from us. The proceeds from these debentures sales, net of the costs of the TPS offering and our ~~investment in Trust III, were $27,193~~indebtedness. ~~We used the net proceeds for development costs.~~

30Short-Term Liquidity Requirements

OnOur ~~March 12, 2012, in a privately~~short-~~negotiated~~term ~~exchange~~liquidity ~~with~~requirements ~~the~~generally ~~holder~~consist ofprimarily ~~the TPS~~ of ~~Trust~~ ~~III~~funds ,necessary ~~Great~~to ~~Wolf~~pay ~~Capital~~operating ~~Trust~~expenses IVfor ~~(Trust~~the ~~IV),~~next a12 ~~newly-formed Delaware statutory trust that is our subsidiary~~months, ~~issued~~including: ~~$28,125~~recurring ~~of new TPS in exchange for all $28~~maintenance,~~125~~ ofrepairs ~~TPS~~and ofother ~~Trust III. The new TPS pay holders cumulative cash distributions at~~operating anexpenses ~~annual~~necessary ~~rate~~to ~~fixed~~properly atmaintain ~~7.90% through July 31, 2012~~ and atoperate aour ~~floating~~resorts; ~~annual~~recurring ~~rate~~capital ~~equal~~expenditures towe ~~LIBOR~~make ~~plus 550 basis points thereafter (effective rate of 5.95%~~ at ~~September 30,~~our ~~2012).~~resorts; ~~The~~debt ~~new~~maturities ~~TPS~~within ~~mature on July 31, 2017 and are callable by~~ the ~~issuer~~next ~~at par after July 31~~year, ~~2012.~~potentially Inincluding ~~conjunction~~a ~~with~~portion ~~this transaction, Trust IV issued to us 870 common securities, which are all~~ of ~~the~~debt ~~issued~~maturities ~~and outstanding common securities~~ of ~~Trust~~our ~~IV,~~unconsolidated ~~with a liquidation amount of $870. In addition,~~subsidiary; inproperty ~~conjunction~~taxes ~~with~~and ~~this~~insurance ~~transaction,~~expenses; weinterest ~~issued~~expense toand ~~Trust~~scheduled IVprincipal ~~$28,995~~payments ofon ~~junior~~outstanding ~~subordinated~~indebtedness; ~~debentures~~general ~~with~~and ~~payment~~administrative ~~terms~~expenses; ~~that mirror the distribution terms of the TPS of Trust IV. Following the exchange transaction, the TPS of Trust III~~ and ~~the related~~income ~~junior subordinated debentures were cancelled~~taxes.

~~Our~~Historically, ~~consolidated~~we ~~financial~~have ~~statements~~satisfied ~~present~~our ~~the~~short-term ~~debentures~~liquidity ~~issued~~requirements ~~to the~~through ~~Trusts~~a ascombination ~~other~~of ~~long-term~~operating ~~debt.~~cash ~~Our~~flows ~~investments~~and incash ~~the~~on ~~Trusts~~hand. ~~are~~We ~~accounted~~believe asthat ~~cost~~cash ~~investments~~provided ~~and~~by ~~are~~our ~~included~~operations, intogether ~~other~~with ~~assets~~cash on hand, ~~our~~will ~~consolidated~~be ~~balance~~sufficient ~~sheets.~~to ~~For~~fund ~~financial~~our ~~reporting~~short-term ~~purposes,~~liquidity werequirements ~~record~~for ~~interest~~working ~~expense~~capital, oncapital ~~the corresponding~~expenditures ~~notes~~and indebt ~~our~~service ~~condensed~~for ~~consolidated~~the ~~statements~~next of12 ~~operations~~months.

~~Future Maturities — Future principal requirements on long~~Long-~~term~~Term ~~debt~~Liquidity ~~are~~Requirements ~~as follows:~~

Through September 30,
2013	$	4,752
2014		4,972
2015		63,553
2016		3,171
2017		389,897
Thereafter		51,550
Total	$	517,895

Our long-term liquidity requirements generally consist primarily of funds necessary to pay for the following items for periods beyond the next 12 months: scheduled debt maturities potentially including a portion of debt maturities of our unconsolidated subsidiary; costs associated with the development of new resorts; renovations, expansions and other non-recurring capital expenditures that need to be made periodically to our resorts; and capital contributions and loans to unconsolidated joint ventures.

AsWe ~~discussed~~expect ~~above,~~to ~~the~~meet ~~Traverse~~these ~~City/Kansas~~needs ~~City~~through ~~mortgage loan is classified as~~ a ~~current~~combination ~~liability as~~ of ~~September 30,~~existing ~~2012~~working capital, ~~due~~cash toprovided ~~the~~by ~~implementation of a traditional lock-box arrangement~~operations, ~~although~~proceeds ~~the~~from

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