##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 AMENDMENT NO. 1
 
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal period ended December 31, 2004
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-51064
 
 GREAT WOLF RESORTS, INC.
 (Exact name of issuer as specified in its charter)
 Delaware
    
    51-0510250(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)122 West Washington Avenue
    
    53703Madison, Wisconsin 53703
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code
608 661-4700
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
 Title of Each Class
    
    Name of Exchange on Which RegisteredCommon Stock, par value $0.01 per share
    
    Nasdaq National Market
 Yes o No þ
 o þ
 þ
 o þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### Table of Contents



Great Wolf Resorts, Inc.
 Annual Report on Form 10-K/A
For the Year Ended December 31, 2004
 INDEX
  
 PageNo.PART IItem 1. Business
    
    
    4Item 2. Properties
    
    
    29Item 3. Legal Proceedings
    
    
    29Item 4. Submission of Matters to a Vote of Security Holders
    
    
    29PART IIItem 5. Market for Registrants Common Equity and Related Stockholder Matters
    
    
    30Item 6. Selected Financial Data
    
    
    31Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    33Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    46Item 8. Financial Statements and Supplementary Data
    
    
    48Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    68Item 9A. Controls and Procedures
    
    
    68Item 9B. Other Information
    
    
    69PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    69Item 11. Executive Compensation
    
    
    69Item 12. Security Ownership of Certain Beneficial Owners and Management
    
    
    69Item 13. Certain Relationships and Related Transactions
    
    
    69Item 14. Principal Accountant Fees and Services
    
    
    69PART IVItem 15. Exhibits and, Financial Statement Schedules
    
    
    69Signatures
    
    
    69List of SubsidiariesConsent of Deloitte & Touche LLPCertification of Chief Executive OfficerCertification of Chief Financial OfficerSection 1350 Certification of Chief Executive OfficerSection 1350 Certification of Chief Financial Officer
 2




---



##### Table of Contents



EXPLANATORY NOTE
      3




---



##### Table of Contents



PART I
 
 ITEM 1. BUSINESS
 Overview and Development
      4




---



##### Table of Contents



Properties  Overview
  Year Ended December 31, 2004(1)Other
    
    TotalIndoor
    
    
    
    
    
    Average
    
    Revenue per
    
    Revenue per
    
    Revenue perOpened/Target
    
    
    
    
    
    Entertainment
    
    
    
    
    
    Daily
    
    Available
    
    Occupied
    
    OccupiedLocation
    
    Opening
    
    Rooms
    
    Area(2)
    
    Occupancy
    
    Rate
    
    Room(3)
    
    Room
    
    Room(4)(Approx. ft(2))
    
    (%)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Existing
Resorts:Wisconsin Dells, WI
    
    May 1997(5)
    
    
    309
    (6)
    
    
    64,000
    
    
    
    62.2
    
    
    
    188.76
    
    
    
    117.47
    
    
    
    78.44
    
    
    
    267.20Sandusky, OH(7)
    
    March 2001
    
    
    271
    
    
    
    41,000
    
    
    
    68.0
    
    
    
    231.45
    
    
    
    157.50
    
    
    
    94.33
    
    
    
    325.78Traverse City, MI
    
    March 2003
    
    
    281
    
    
    
    51,000
    
    
    
    69.4
    
    
    
    223.43
    
    
    
    155.04
    
    
    
    97.25
    
    
    
    320.68Kansas City, KS
    
    May 2003
    
    
    281
    
    
    
    49,000
    
    
    
    64.4
    
    
    
    196.18
    
    
    
    126.31
    
    
    
    89.67
    
    
    
    285.85Sheboygan, WI(8)
    
    June 2004
    
    
    183
    (9)
    
    
    54,000
    
    
    
    58.3
    
    
    
    190.35
    
    
    
    110.93
    
    
    
    161.26
    
    
    
    351.61Resorts Under
Construction:Williamsburg, VA
    
    March 2005
    
    
    301
    
    
    
    66,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Pocono Mountains, PA
    
    Fall 2005
    
    
    400
    
    
    
    91,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Niagara Falls,
ONT(10)
    
    Spring 2006
    
    
    404
    
    
    
    94,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Information for our Sheboygan resort reflects operating results from the resorts opening in
June 2004 through December 31, 2004.(2)
    
    Our indoor entertainment areas generally include our indoor waterpark, game arcade,
childrens activity room and fitness room, as well as our Aveda concept spa, 3D virtual
reality theater, Wileys Woods and party room in the resorts that have such amenities.(3)
    
    Revenue per available room represents the total room revenue per total available rooms for
the year ended December 31, 2004, calculated by multiplying the occupancy by the average daily
rate.(4)
    
    Total revenue per occupied room is calculated by adding the average daily rate and other
revenue per occupied room.(5)
    
    Great Lakes purchased this property in November 1999.(6)
    
    Our Wisconsin Dells property also features 77 condominium units currently under construction.(7)
    
    Prior to May 2004, we operated this resort as a Great Bear Lodge.(8)
    
    Our Sheboygan property is branded as a Blue Harbor Resort. This resort is subject to a
98-year and 11-month ground lease with the Redevelopment Authority of the City of Sheboygan.(9)
    
    Our Blue Harbor Resort also features 64 individually owned two and four bedroom condominium
units.(10)
    
    An affiliate of Ripley Entertainment, Inc., our licensee, which we refer to as Ripleys, owns
this resort. We are assisting Ripleys with construction management and other pre-opening
matters related to the Great Wolf Lodge in Niagara Falls. We have granted Ripleys a license
to use the Great Wolf Lodge name for this resort for ten years after opening. We have agreed
to enter into a 5




---



##### Table of Contents



management agreement, pursuant to which we expect to operate the resort on behalf of Ripleys
for five years, and a central reservation services agreement. In conjunction with this project,
we expect to receive a one-time construction fee and ongoing license, central reservation
services and management fees. Northwoods Lodge Theme.
 Guest Suites.
 Indoor Waterparks.
    6




---



##### Table of Contents



Amenities.
 
    
    Themed Restaurants.Our resorts feature one or more full-service, themed restaurants and
a themed bar and grille that serves alcoholic beverages and sandwiches. Our themed
restaurants include the Gitchigoomie Grill, with a life-sized sea plane suspended over the
dining area, Lumber Jacks Cook Shanty, the Loose Moose Bar & Grill, and the Camp Critter
Bar & Grille, which features a two-story realistic tree with a canopy of leaves and
canvas-topped booths with hanging lanterns, giving guests the impression that they are
dining in a northwoods forest campsite. Our Blue Harbor Resort features our On the Rocks Bar
& Grille and Rusty Anchor Buffet.
    
    Ice Cream Shop and Confectionery.Each of our Great Wolf Lodge resorts, with the
exception of our Sandusky resort, has a Bear Claw Café ice cream shop and confectionery that
provides sandwiches, Starbucks(R) coffee, pastries, ice cream, candies, home-made fudge and
other snacks that families can share together. Our Blue Harbor Resort has a Sweetshop
Landing confectionery.
    
    Snack Bar.Each of our waterparks has a snack bar that offers a variety of sandwiches,
pizzas and similar foods with ample seating so that our guests do not have to leave the
warmth and comfort of the waterparks.
    
    Gift Shop.Each of our resorts has a Buckhorn Exchange or Precious Cargo gift shop that
provides unique themed gifts, including Great Wolf Lodge logo merchandise, souvenirs,
collectibles and stuffed animals. The gift shop also offers resort toys, swimwear and
personal necessities.
    
    Full-Service Spa.Each of our resorts, with the exception of our Sandusky resort, has an
Aveda concept or Cameo spa that provides a relaxing get-a-way with a full complement of
massages, facials, manicures, pedicures and other spa treatments, as well as yoga classes
and a wide selection of Aveda products. We intend to add an Aveda concept spa to our
Sandusky Great Wolf Lodge resort.
    
    Game Arcade.Our Youkon Jacks or Northern Lights game arcades range in size from
approximately 3,900 to 7,000 square feet, have over 70 games of skill and are divided into
distinct areas with video and skill games that appeal to children of different ages. Tickets
won from the games may be exchanged for a wide selection of merchandise that appeals to our
younger guests.
    
    Cub Club.Our Cub Club rooms are professionally staffed childrens activity rooms with
programmed activities, including arts and crafts, games and nature hikes. Cub Club is a
frequent guest program for our younger guests. Cub Club membership is open to all children
who have stayed at one of our resorts and includes a periodic newsletter, exclusive offers,
rewards for each stay and a free meal and dessert when members visit during their birthday
month. We currently have more than 10,000 Cub Club members. Our Blue Harbor Resort features
a Crew Club frequent guest program and activities that are similar to our Cub Club.
    
    Animated Clocktower.Each of our Great Wolf Lodge resorts, with the exception of our
Sandusky resort, has a two-story animated clocktower located in the resorts main atrium
lobby. The clocktower provides daily theatrical entertainment through talking and singing
trees, animals and northwoods figures. Our Blue Harbor Resort features a 2,000 gallon water
fountain featuring a hand-blown glass sculpture and a music and light show located in its
main atrium lobby.
    
    Outdoor Water Amenities.Outdoor water amenities complement our indoor waterpark
facilities and allow our guests to take advantage of favorable weather conditions. Our
outdoor water amenities include activity pools and a large deck or patio area and are
generally open from May until September. Our Wisconsin Dells resort also has outdoor
waterslides.
 7




---



##### Table of Contents




    
    Fitness Room.Our fitness rooms contain aerobic exercise equipment and weight-lifting
machines with numerous televisions for active viewing.
    
    Meeting Space.Our resorts offer meeting rooms ranging from approximately 3,000 to over
7,000 square feet that are available for guest meetings, including a 99-seat,
state-of-the-art, symposium-style room at our Traverse City resort.
    
    Conference Facility.Our Blue Harbor Resort features an approximately 21,000 square-foot
attached conference facility that provides spaces ranging from approximately 1,000 square
feet to 10,000 square feet for a number of different types of conferences and conventions.
    
    Bikos 3D Theatre.Our 3D theatres, located at our Wisconsin Dells and Traverse City
resorts, provide a 12-minute virtual reality adventure for children and their parents.
    
    Wileys Woods.Wileys Woods is an interactive indoor live video game in a four-story,
approximately 16,000 square-foot structure located at our Wisconsin Dells resort. Children
ages three and older wear electronic wrist bands and gain points by navigating slides,
bridges, nets and mazes and performing a variety of tasks on over 60 machines and gadgets.
Admission to Wileys Woods is free for all resort guests and is open to the public for a fee
of $6 for children and $9 for adults, with free admission for children under the age of
three.
 Operating Properties
  Great Wolf Lodge of Wisconsin Dells, Wisconsin
    Great Wolf Lodge of Sandusky, Ohio
  8




---



##### Table of Contents



Great Wolf Lodge of Traverse City, Michigan
   Great Wolf Lodge of Kansas City, Kansas
   Blue Harbor Resort of Sheboygan, Wisconsin
   9




---



##### Table of Contents



Properties Under Construction
 Great Wolf Lodge of Williamsburg, Virginia
    Great Wolf Lodge of the Pocono Mountains
   Great Wolf Lodge of Niagara Falls, Ontario
   10




---



##### Table of Contents



Business and Growth Strategies
  
    
    Increase Total Resort Revenue.We intend to increase total resort revenue by increasing:
 
    
    Average Room Rate:We plan to increase our average room rate over time by driving
demand for our resorts and focusing on yield management techniques. We intend to increase
demand through aggressive sales and marketing and increased visibility and by enhancing
our brand image. We plan to employ our yield management techniques to project demand in
order to effectively direct our sales and marketing efforts and selectively increase room
rates. We believe that our focus on optimizing the relationship between room rates and
occupancies will allow us to maximize profitability.
    
    Average Occupancy:We intend to maintain high occupancy levels during peak times
and will focus on increasing our off-peak occupancies. Our off-peak occupancy levels
generally occur in May, September and during the middle of the week. Our occupancy levels
are affected by school calendars, with the summer months, spring break period and other
school holidays achieving the highest occupancy levels. We will continue to seek to
improve off-peak occupancy levels by holding special events and targeting group sales and
conferences.
    
    Other Revenue:We provide our guests with a self-contained vacation experience and
attempt to capture a significant portion of their spending on food and beverage,
entertainment and merchandise. Each Great Wolf Lodge generally contains at least one
themed restaurant, an ice cream shop and confectionery, snack shop, an Aveda concept spa,
gift shop and game arcade. The average non-room revenue, including the revenue from these
amenities, was approximately $95 per occupied room night for the year ended December 31,
2004. By providing these additional revenue-generating amenities, we seek to maximize the
amount of time and money spent on-site by our guests. We have also entered into a number
of co-marketing agreements with strategic partners and will enter into additional
co-marketing agreements in the future in order to increase other revenue.
 
    
    Leverage Our Economies of Scale.We will take advantage of the following economies of
scale:
 
    
    Increased Purchasing Power:We intend to capitalize on our increased purchasing
power with respect to operating supplies, food and beverage, insurance and employee
benefits. As the number of resorts we own and operate increases, we expect to be able to
leverage our increased buying volume and power to obtain more advantageous and
predictable pricing on commodity goods and services. In addition, we intend to manage
increases and fluctuations in the cost of electricity, water and natural gas for each of
our resorts by entering into volume-based contracts.
    
    Centralized Services:By centralizing certain of our services, we will focus on
decreasing our per unit costs, increasing our control over those services and be in a
position to deliver a greater quality of service to our customers. For example, our
central reservations call center operates every day of the year, has approximately 75
full and part-time employees and accepts reservations for all of our resorts. The call
center also has the capacity to efficiently handle high call volumes and will require
only limited additional incremental costs over the next several years as we increase our
portfolio of resorts.
 11




---



##### Table of Contents




    
    Build Upon Our Existing Brand Awareness and Loyalty.Our Great Wolf Lodge brand is
symbolized by our distinctive and easily identifiable theming, from our captivating
northwoods log cabin exterior, to our Native American totemic waterpark theme and signature
treehouse water fort, to our mascots and recognizable logos and merchandise. We believe we
have fostered strong customer and brand loyalty, which is evidenced by our high levels of
repeat and referral guests. We will continue to focus on ensuring that each of our guests
associates the Great Wolf Lodge brand with a memorable and consistent family vacation
experience.
  
    
    Capitalize on First-Mover Advantage.We intend to be the first to develop and operate
family entertainment resorts featuring indoor waterparks in our selected target markets. We
intend to continue to leverage our development expertise, existing platform and model and
our access to capital to take advantage of the significant barriers to entry associated with
the development of large family entertainment resorts with indoor waterparks like our Great
Wolf Lodge resorts. We will seek to set the standard for quality, build on visible sites and
capitalize on the opportunity to be located near other popular local attractions that draw
our target customers. We believe that the combination of our first mover advantage and the
significant barriers to entry in our target markets provide us with a competitive advantage.
    
    Focus on Development and Strategic Growth Opportunities.Family entertainment resorts
featuring indoor waterparks are a relatively new concept and a growing segment of the resort
and entertainment industries. We intend to focus on this growth opportunity by:
 
    
    Building in Target Markets:We intend to develop and open at least two new owned
resorts each year for the next several years. We have already identified potential
development locations in 12 to 14 of these target markets that meet our other criteria
for successful development. We are in negotiations for sites in six of these markets
that, if appropriate, will provide ample land for us to expand or sell out-lots in the
future for complementary uses. A new resort, from market selection to opening, can take
over four years to develop and build. We believe that our experience will enable us to
more efficiently develop and build new resorts in our target markets.
    
    Licensing Our Resort Concept Internationally:We plan to selectively seek
licensing and management opportunities internationally. Similar to our arrangement with
Ripleys in Niagara Falls, Ontario, we intend to enter into license and management
agreements with reputable companies that have local market knowledge in order to increase
revenues and expand the reach of our Great Wolf Lodge brand.
    
    Forming Strategic Partnerships:We will consider strategic partnerships on a
selective basis. For example, we have had discussions with several established companies
that control superior sites in certain of our target markets and have indicated an
interest in jointly developing a Great Wolf Lodge at or near one of their existing
entertainment venues.
    
    Expanding and Enhancing Existing Resorts:We intend to focus on growth
opportunities at our existing resorts by adding revenue-enhancing features that drive
ancillary vacation spending to certain of our resorts and meet our target returns,
including non-water based attractions. We also intend to pursue incremental
revenue-generating opportunities, such as expanding the number of rooms and adding
condominium units at certain of our resorts. In addition, we will consider adding
conference centers at existing resorts to capture convention and other business travel
revenue.
 
    
    Continue to Innovate.We intend to leverage our in-house expertise, in conjunction with
the knowledge and experience of our third-party suppliers and designers, to develop and
implement the latest innovations in family entertainment activities and amenities, including
waterpark attractions. We have received numerous industry awards for our guests
experiences, our operations, innovative development, sales and marketing initiatives and
materials, and employee retention.
 Our Competitive Strengths
  
    
    Unforgettable Family Resort Experience.Each of our resorts provides a welcome
opportunity for families to spend quality time together, relax and reconnect. In addition to
our indoor waterparks, our resorts provide other activities and amenities that the entire
family can enjoy together. Our family amenities and activities include themed restaurants, a
game arcade, ice cream
 12




---



##### Table of Contents



shop and confectionery, gift shop, snack shop, animated clocktower and fireside bedtime
stories. We also have amenities and activities tailored to each member of the family,
including our full-service Aveda concept spa, Cub Club for kids and fitness room. Our resorts
also offer special events, including seasonal and holiday activities, wild animal and nature
educational programs and other special events. We believe that our focus on delivering an
unforgettable family resort experience appeals to our target customers and results in repeat
visits and referrals. For the year ended December 31, 2004, we generated approximately 48% of
our room revenue from repeat visitors and referral guests.
    
    Value, Comfort and Convenience.Guest rooms at each of our resorts are spacious and
comfortable suites that generally range in size from approximately 385 square feet to 1,900
square feet and include a wet bar, microwave, refrigerator and dining and sitting area. Many
of the suites have specific themes that are geared toward enhancing our younger guests
experience, including our KidCabin(R) and Wolf Den Suites, which have a partitioned room
with bunk beds designed as log cabins and northwoods forest dens, respectively. All of our
resorts are within a convenient driving distance of our large target customer bases. Because
our indoor waterparks and our other amenities generally are not impacted by weather
conditions, we offer our guests a reliable experience. On average, a two-night stay at our
resorts costs a family of four approximately $600, making it a very affordable family
vacation option.
    
    Favorable Market Trends.We believe recent vacation trends favor our Great Wolf Lodge
concept as the number of families choosing to take shorter, more frequent vacations that
they can drive to has increased over the past several years. We believe that these trends
will continue and that we are well positioned to take advantage of them. We believe our
resorts are less affected by changes in economic cycles, as drive-to destinations are less
expensive and more convenient than destinations that require air travel. In addition, we
have identified over 50 markets in the United States that, according to Third Wave Research,
each have populations in excess of five million people located within a convenient driving
distance.
    
    Market Presence and Barriers to Entry.We are the largest owner and operator of family
entertainment resorts with indoor waterparks in the United States based on the number of
resorts in operation. We believe this market presence gives us a significant competitive
advantage in attracting guests and efficiently developing additional resorts. We believe our
closest competitor has one operating themed indoor waterpark resort and another under
construction. In addition, we believe the significant barriers to entry present in our
industry segment, including operational complexity, substantial capital requirements,
availability of suitable sites in desirable markets and a difficult, multi-year permitting
process, discourage other companies in the lodging and entertainment industries from
developing similar family entertainment resorts. A new Great Wolf Lodge resort typically
takes from one to three years to develop, which includes market selection, site selection
and permitting, an additional 15 to 18 months to build and costs approximately $65,000 to
$95,000.
    
    Focus on Safety.We invest heavily in safety measures in the design and operation of our
resorts. For example, we specifically design our waterparks with attention to sightlines and
safety precautions and use one of the most respected training methods in the water safety
industry to train each of our lifeguards. We design and construct our indoor waterparks with
state-of-the-art air quality and water treatment systems. We also maintain and periodically
upgrade our facilities to ensure that we provide our guests with best-in-class safety
measures and systems.
    
    Experienced Management Team and Committed and Motivated Staff.Our senior management team
has an average of approximately 14 years of experience in the hospitality, family resort and
real estate development industries and has significant expertise in operating complex,
themed, family entertainment resorts featuring indoor waterparks. In addition, we have a
team of skilled, loyal and committed employees at each of our resorts. We offer our resort
employees a number of benefits, including a pleasant and rewarding work environment,
career-oriented training, the ability to obtain consistent year-round work, which is
uncommon in the resort industry, and career growth opportunities. As a result, we believe
our employees are committed to delivering a superb customer experience and personally
assuring that our guests fully enjoy their family vacation.
 Industry Overview
   13




---



##### Table of Contents



Resort Operations
    14




---



##### Table of Contents



Training and Development
  Sales and Marketing
     Maintenance and Inspections
   15




---



##### Table of Contents



Development Criteria
  
    
    Large target customer base.We select development sites that generally have a minimum of
five million target customers within a convenient driving distance. Because we offer an
affordable vacation experience, we appeal to families in a variety of income ranges.
    
    Recognized tourist destination.We focus on drive-to destinations that attract a large
number of tourists, including traditional family vacation markets. We believe we can charge
premium rates in these markets due to the high quality of our resorts and our
family-oriented amenities and activities. In addition, the indoor nature of many of our
amenities and activities allows us to reduce the impact of seasonality that negatively
affects other attractions in these areas. These areas also often have active and effective
local visitors and convention bureaus that complement our marketing and advertising efforts
at little or no cost to us.
    
    Highly visible and large sites.We develop resorts in highly visible locations along
major roadways. Visibility from highways enhances easy drive-to access, provides marketing
benefits due to high volumes of traffic and often produces synergies from adjacent land uses
or complementary developments. We generally choose sites that have enough acreage to allow
for potential expansions and future sales of out-lots.
   Our Customers
   Competition
  16




---



##### Table of Contents



Governmental Regulation
     17




---



##### Table of Contents



Environmental Matters
     18




---



##### Table of Contents



Insurance
   Intellectual Property
  Employees
  Offices
  19




---



##### Table of Contents



Code of Business Conduct and Ethics
  Risk Factors
  Risk Factors Related to Our Business
 We may not be able to develop new resorts or further develop existing resorts on a timely or cost
efficient basis, which would adversely affect our growth strategy.
  
    
    development costs may exceed budgeted or contracted amounts;
    
    delays in completion of construction;
    
    failure to obtain all necessary zoning, land use, occupancy, construction, operating and
other required governmental permits and authorizations;
    
    changes in real estate, zoning, land use, environmental and tax laws;
    
    unavailability of financing on favorable terms;
    
    failure of developed properties to achieve desired revenue or profitability levels once opened;
    
    competition for suitable development sites from competitors that may have greater
financial resources or risk tolerance than we do; and
    
    the incurrence of substantial costs in the event a development project must be abandoned
prior to completion.
  We compete with other family vacation travel destinations and resorts.
  20




---



##### Table of Contents



We may not be able to manage our expected growth, which could adversely affect our operating
results.
  Accidents or injuries in our resorts, particularly in our waterparks, may subject us to liability,
and accidents or injuries at our resorts or at competing resorts with waterparks could adversely
affect our safety reputation and attendance, which would harm our business, financial condition
and results of operations.
   Our predecessor entities have a history of losses and we may not be able to achieve or sustain
profitability.
  Our business is dependent upon family vacation patterns, which may cause fluctuations in our
revenues.
  21




---



##### Table of Contents



We may not be able to attract a significant number of customers from our key target markets, which
would adversely affect our business, financial condition and results of operations.
  Because we concentrate in a single industry segment, we may be adversely affected by a downturn in
that industry segment.
  Changes in consumer spending habits may affect our growth, financial condition and results of
operations.
  Increases in operating costs and other expense items could reduce our operating margins and
adversely affect our growth, financial condition and results of operations.
      22




---



##### Table of Contents



Uninsured losses or losses in excess of our insurance coverage could adversely affect our
financial condition and our cash flow, and there are a limited number of insurers that will
underwrite coverage for resorts with indoor waterparks.
  We will be required to make certain capital expenditures to maintain the quality of our resorts,
which could adversely affect our financial condition and results of operations.
  We may not be able to adequately protect our intellectual property, which could harm the value of
our brands and adversely affect our business.
     Our operations may be adversely affected by extreme weather conditions and the impact of
disasters.
  23




---



##### Table of Contents



Compliance with the Americans with Disabilities Act and other governmental regulations and changes
in governmental rules and regulations may adversely affect our financial condition and results of
operations.
   We face possible liability for environmental cleanup costs and damages for contamination related
to our properties, which could adversely affect our business, financial condition and results of
operations.
    24




---



##### Table of Contents



Regulation of the marketing and sale of condominiums, including a prior offer of condominiums at
our Blue Harbor Resort, could adversely affect our business.
    25




---



##### Table of Contents



The illiquidity of real estate may make it difficult for us to dispose of one or more of our
resorts.
  Risk Factors Related to Our Capital Structure
 The covenants in our revolving credit facility and mortgage loan agreement impose significant
restrictions on us.
  
    
    incurring or guaranteeing additional indebtedness;
    
    paying dividends or making distributions or certain other restricted payments;
    
    making capital expenditures and other investments;
    
    creating liens on our assets;
    
    issuing or selling capital stock of our subsidiaries;
    
    transferring or selling assets currently held by us;
    
    repurchasing stock and certain indebtedness;
    
    engaging in transactions with affiliates;
    
    entering into any agreements that restrict dividends from our subsidiaries; and
    
    engaging in mergers or consolidations.
  We may not be able to obtain additional financing on favorable terms, if at all.
  
    
    general market conditions;
    
    the markets perception of our growth potential;
    
    our then-current debt levels;
 26




---



##### Table of Contents




    
    our then-current and expected future earnings;
    
    our cash flow; and
    
    the market price per share of our common stock.
  Risk Factors Related to the Ownership of Our Company
 Certain of our insiders exercise considerable influence over the company.
  We may have assumed unknown liabilities in connection with the formation transactions.
   We may issue partnership interests in the future that may be dilutive to, and may have
preferential rights over, our common stockholders.
  27




---



##### Table of Contents



The sale of a substantial number of shares of our common stock may cause the market price of our
common stock to decline.
  Provisions in our certificate of incorporation, bylaws, employment agreements and Delaware law
have anti-takeover effects that could prevent a change in control that could be beneficial to our
stockholders, which could depress the market price of our common stock.
  
    
    authorize our board of directors to issue blank check preferred stock and determine the
powers, preferences and privileges of those shares without prior stockholder approval;
    
    prohibit the right of our stockholders to act by written consent;
    
    limit the calling of special meetings of stockholders;
    
    impose a requirement that holders of 50% of the outstanding shares of common stock are
required to amend the provisions relating to actions by written consent of stockholders and
the limitations of calling special meetings; and
    
    provide for payments to certain of our executive officers upon termination of employment
within certain time periods before or after a change of control.
 Forward-Looking Statements
   28




---



##### Table of Contents



ITEM 2. PROPERTIES
  
    
    Great Wolf Lodge of Wisconsin Dells, is located on 25 acres in Wisconsin Dells,
Wisconsin, all of which have been developed or are under development.
    
    Great Wolf Lodge of Sandusky, is located on 15 acres in Sandusky, Ohio, all of which have
been developed.
    
    Great Wolf Lodge of Traverse City, Michigan, is located on 48 acres in Traverse City,
Michigan, of which 22 acres have been developed and 26 acres remain available for future
expansion.
    
    Great Wolf Lodge of Kansas City, is located on 17 acres in Kansas City, Kansas, all of which have been developed.
    
    Blue Harbor Resort of Sheboygan, is located on 12 acres in Sheboygan, Wisconsin, all of which have been developed.
    
    Great Wolf Lodge of Williamsburg, is located on 83 acres in Williamsburg, Virginia, of
which 36 acres are being developed and 47 acres remain available for future expansion.
    
    Great Wolf Lodge of the Pocono Mountains, is located on 95 acres in Pocono Township, near
Stroudsburg, Pennsylvania, of which 45 acres are being developed and 50 acres remain
available for future expansion.
   
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  29




---



##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  High
    
    LowDecember 15, 2004 through December 31, 2004
    
    $
    23.00
    
    
    $
    18.65January 1, 2005 through March 16, 2005
    
    $
    25.49
    
    
    $
    20.07
      Use of Proceeds from the IPO
    30




---



##### Table of Contents



Dividend Policy
  
 ITEM 6. SELECTED FINANCIAL DATA
    
    
    The Great Lakes Companies, Inc. and its consolidated subsidiaries, including development
of, ownership interests in, and management contracts with respect to, resorts and certain
non-resort hotels and multifamily housing development and management assets;
    
    the entities that owned our Traverse City, Kansas City and Sheboygan operating resorts; and
    
    the entities that owned our Williamsburg and Pocono Mountains resorts that are under construction.
     
    
    our corporate entity that provides resort development and management services;
    
    our Wisconsin Dells, Sandusky, Traverse City, Kansas City and Sheboygan operating resorts; and
    
    our Williamsburg and Pocono Mountains resorts that are under construction.
 31




---



##### Table of Contents



December 21,2004-
    
    
    January 1,December 31,
    
    
    2004-2004
    
    
    December 20,
    
    
    Year Ended December 31,Great Wolf
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000Resorts
    
    
    Predecessor
    
    
    Predecessor
    
    
    Predecessor
    
    
    Predecessor
    
    
    Predecessor(Dollars in thousands, except per share amounts)Statement of Operations:Revenues:Rooms
    
    $
    3,261
    
    
    $
    31,438
    
    
    $
    18,801
    
    
    $
    
    
    
    $
    
    
    
    $
    Food, beverage and other
    
    
    1,289
    
    
    
    16,110
    
    
    
    9,439
    
    
    
    
    
    
    
    312
    
    
    
    Management and other fees
    
    
    79
    
    
    
    3,157
    
    
    
    3,109
    
    
    
    3,329
    
    
    
    3,022
    
    
    
    4,070Other revenue from managed properties(1)
    
    
    
    
    
    
    14,553
    
    
    
    14,904
    
    
    
    14,889
    
    
    
    13,286
    
    
    
    9,456Total revenues
    
    
    4,629
    
    
    
    65,258
    
    
    
    46,253
    
    
    
    18,218
    
    
    
    16,620
    
    
    
    13,526Operating expenses:Departmental expenses Rooms
    
    
    298
    
    
    
    4,917
    
    
    
    3,265
    
    
    
    
    
    
    
    
    
    
    
    Food, beverage and other
    
    
    958
    
    
    
    13,678
    
    
    
    8,580
    
    
    
    
    
    
    
    
    
    
    
    Other operating expenses:Selling, general and administrative
    
    
    7,372
    
    
    
    18,613
    
    
    
    11,376
    
    
    
    4,159
    
    
    
    3,853
    
    
    
    5,168Property operating costs
    
    
    295
    
    
    
    8,810
    
    
    
    5,283
    
    
    
    631
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    1,897
    
    
    
    12,925
    
    
    
    7,744
    
    
    
    212
    
    
    
    73
    
    
    
    51Other expenses from managed properties(1).
    
    
    
    
    
    
    14,553
    
    
    
    14,904
    
    
    
    14,808
    
    
    
    13,286
    
    
    
    9,456Total operating expenses
    
    
    10,820
    
    
    
    73,496
    
    
    
    51,152
    
    
    
    19,810
    
    
    
    17,212
    
    
    
    14,675Operating income (loss)
    
    
    (6,191
    )
    
    
    (8,238
    )
    
    
    (4,899
    )
    
    
    (1,592
    )
    
    
    (592
    )
    
    
    (1,149
    )Interest income
    
    
    (66
    )
    
    
    (224
    )
    
    
    (55
    )
    
    
    (88
    )
    
    
    (76
    )
    
    
    2Interest expense
    
    
    280
    
    
    
    6,748
    
    
    
    4,413
    
    
    
    217
    
    
    
    366
    
    
    
    578(Gain) loss on sale of investments and
securities
    
    
    
    
    
    
    (1,653
    )
    
    
    
    
    
    
    13
    
    
    
    (96
    )
    
    
    (11
    )Interest on mandatorily redeemable shares
    
    
    
    
    
    
    1,761
    
    
    
    (3,136
    )
    
    
    4,479
    
    
    
    390
    
    
    
    Income (loss) before income taxes
    
    
    (6,405
    )
    
    
    (14,870
    )
    
    
    (6,121
    )
    
    
    (6,213
    )
    
    
    (1,176
    )
    
    
    (1,718
    )Income tax benefit
    
    
    (2,563
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing operations
    
    
    (3,842
    )
    
    
    (14,870
    )
    
    
    (6,121
    )
    
    
    (6,213
    )
    
    
    (1,176
    )
    
    
    (1,718
    )Income (loss) from discontinued operations
    
    
    
    
    
    
    1,928
    
    
    
    1,118
    
    
    
    (542
    )
    
    
    332
    
    
    
    (1,037
    )Income (loss) before cumulative effect of
change in accounting principle
    
    
    (3,842
    )
    
    
    (12,942
    )
    
    
    (5,003
    )
    
    
    (6,755
    )
    
    
    (844
    )
    
    
    (2,755
    )Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    460
    
    
    
    
    
    
    
    (333
    )
    
    
    Net income (loss)
    
    $
    (3,842
    )
    
    $
    (12,942
    )
    
    $
    (4,543
    )
    
    $
    (6,755
    )
    
    $
    (1,177
    )
    
    $
    (2,755
    )Basic loss per share
    
    $
    (0.13
    )Diluted loss per share
    
    $
    (0.13
    )Weighted average common shares
outstanding Basic
    
    
    30,132,896
    (2)Diluted
    
    
    30,132,896
    (2)Cash Flows:Cash flows from:Operating
activities(4)
    
    $
    762
    
    
    
    3,637
    
    
    $
    8,126
    
    
    $
    376Investing
activities(4)
    
    
    (97,583
    )
    
    
    (64,472
    )
    
    
    (64,280
    )
    
    
    (46,276
    )Financing
activities
    
    
    172,151
    
    
    
    61,424
    
    
    
    54,854
    
    
    
    49,797Balance Sheet Data (end of period):Total
assets(4)
    
    $
    622,025
    
    
    
    
    
    
    $
    173,494
    
    
    $
    106,751
    
    
    $
    54,191
    
    
    $
    51,342Total long-term debt
    
    $
    142,665
    
    
    
    
    
    
    $
    93,733
    
    
    $
    37,710
    
    
    $
    9,466
    
    
    $
    5,679Long-term debt secured by assets
of spun-off entities
    
    
    
    
    
    
    
    
    
    
    12,108
    
    
    
    5,054
    
    
    
    5,177
    
    
    
    5,100Long-term debt secured by assets held
for sale
    
    
    
    
    
    
    
    
    
    $
    14,220
    
    
    $
    31,564
    
    
    $
    34,193
    
    
    $
    33,084Non-GAAP financial measures:EBITDA
    
    $
    (4,294
    )(3)
    
    $
    7,559
    (3)
    
    $
    12,439
    (3)
    
    $
    334
    (3)
    
    $
    6,287
    
    
    $
    431
 32




---



##### Table of Contents



(1)
    
    Reflects reimbursement of payroll, benefits and costs related to the operations of properties
managed by the Predecessor.(2)
    
    We currently have 30,262,308 shares of our common stock outstanding. Included in that total
are 129,412 shares held in a trust that holds the assets to pay obligations under our deferred
compensation plan. Under applicable accounting rules, the shares of common stock held in that
trust are treated as treasury stock for purposes of our earnings per share computations and
are therefore excluded from the basic and diluted earnings per share calculations.(3)
    
    See reconciliation to net income (loss) in Managements Discussion and Analysis of Financial
Condition and Results of Operation  Non-GAAP Financial Measures.(4)
    
    As restated  see Note 15 to consolidated financial statements. 
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 As
described in Note 15 to the consolidated and combined
financial statements, subsequent to the issuance of the
consolidated and combined financial statements for the year ended
December 31, 2004, we determined that it was necessary to restate
our previously issued financial statements for changes in our
application of purchase accounting for certain transaction entered
into in December 2004. Due to errors in the application of purchase
accounting for those transactions, and due to other reclassifications
of assets, we have recorded adjustments (the Adjustments) to restate
the previously issued financial statements for the year ended
December 31, 2004. The Adjustments result primarily from the
application of Emerging Issues Task Force (EITF) Issues No. 98-3
and No. 04-1 with regard to our recording of our formation
transactions in December 2004. We recorded the formation transactions
by applying the purchase method of accounting in connection with the
acquisition of seven resort-owning entities. This accounting was
presented in our filings with the SEC for the year ended
December 31, 2004 and the quarters ended March 31, 2005 and
June 30, 2005. The Adjustments had the effect of decreasing our cash and cash equivalents by $2.0 million,
increasing condominiums under development by $2.4 million,
increasing other current assets by $2.0 million, increasing
property and equipment by $71.6 million, increasing other
intangible assets by $19.1 million, decreasing goodwill by
$63.5 million, and increasing deferred tax liability by
$29.6 million as of December 31, 2004, and decreasing net
cash provided by operating activities by $2.4 million and
decreasing net cash used in investing activities by $0.4 million
for the year ended December 31, 2004. The Adjustments had no
impact on net income as previously reported for the year ended
December 31, 2004.
 The following discussion should be read in conjunction with the financial statements and notes
thereto appearing elsewhere in this report. Where appropriate, the following discussion includes
analysis of the effects of our IPO, the formation transactions and related refinancing transactions
and certain other transactions. We make statements in this section that are forward-looking
statements within the meaning of the federal securities laws. For a complete discussion of
forward-looking statements, see the section in Item 1 of this Form 10-K/A report entitled
Forward-Looking Statements. Certain risk factors may cause our actual results, performance or
achievements to differ materially from those expressed or implied by the following discussion. For
a discussion of such risk factors, see the sections in Item 1 of this Form 10-K/A report entitled
Risk Factors and Forward-Looking Statements. All dollar amounts in this discussion, except for
per share data and operating statistics, are in thousands.
 Overview
 Formation.
  
    
    The Great Lakes Companies, Inc. (GLC) and its consolidated subsidiaries;
    
    Great Wolf Lodge of Traverse City, LLC;
    
    Great Wolf Lodge of Kansas City, LLC;
    
    Blue Harbor Resort Sheboygan, LLC;
    
    Great Wolf Lodge of Williamsburg, LLC; and
    
    Great Wolf Lodge of the Poconos, LLC
   33




---



##### Table of Contents




    
    The Predecessor contributed its hotel management and multifamily housing management and
development assets, which were unrelated to the resort business, to two subsidiaries of the
Predecessor and then distributed the interests in those subsidiaries to the former
shareholders of the Predecessor.
    
    We effected, through our Operating Partnership, the acquisition of GLC and each
resort-owning entity. Pursuant to these acquisitions, investors of GLC and the resort-owning
entities received cash, unregistered shares of our common stock or a combination of cash and
unregistered shares of our common stock. We issued 13,901,947 shares of our common stock and
paid approximately $97,600 in cash in connection with these acquisitions.
    
    We issued an aggregate of 130,949 shares of unregistered common stock to holders of
tenant in common interests in two of our resorts.
    Business.
  34




---



##### Table of Contents



IndoorOpened/Target
    
    
    
    
    
    EntertainmentLocation
    
    Opening
    
    Rooms
    
    Area(1)(Approx. ft(2))Existing Resorts:Wisconsin Dells, WI
    
    May 1997(2)
    
    
    309
    (3)
    
    
    64,000Sandusky, OH(4)
    
    March 2001
    
    
    271
    
    
    
    41,000Traverse City, MI
    
    March 2003
    
    
    281
    
    
    
    51,000Kansas City, KS
    
    May 2003
    
    
    281
    
    
    
    49,000Sheboygan, WI(5)
    
    June 2004
    
    
    183
    (6)
    
    
    54,000Resorts Under Construction:Williamsburg, VA
    
    March 2005
    
    
    301
    
    
    
    66,000Pocono Mountains, PA
    
    Fall 2005
    
    
    400
    
    
    
    91,000Niagara Falls, ONT(7)
    
    Spring 2006
    
    
    404
    
    
    
    94,000
 
 (1)
    
    Our indoor entertainment areas generally include our indoor waterpark, game arcade,
childrens activity room and fitness room, as well as our Aveda concept spa, 3D virtual
reality theatre, Wileys Woods and party room in the resorts that have such amenities.(2)
    
    We purchased this property in November 1999.(3)
    
    Our Wisconsin Dells property also features 77 condominium units currently under construction.(4)
    
    Prior to May 2004, we operated this resort as a Great Bear Lodge.(5)
    
    Our Sheboygan property is branded as a Blue Harbor Resort. This resort is subject to a
98-year and 11-month ground lease with the Redevelopment Authority of the City of Sheboygan.(6)
    
    Our Sheboygan resort includes an additional 64 individually owned two and four bedroom
condominium units.(7)
    
    Ripleys, our licensee, owns this resort. We are assisting Ripleys with construction
management and other pre-opening matters related to the Great Wolf Lodge in Niagara Falls. We
have granted Ripleys a license to use the Great Wolf Lodge name for this resort and other
intellectual property for ten years after opening. We have agreed to enter into a management
agreement, pursuant to which we expect to operate the resort on behalf of Ripleys for five
years, and a central reservations agreement. In conjunction with this project, we expect to
receive a one-time construction fee and ongoing license, central reservation and management
fees. Industry Trends and Outlook.
  35




---



##### Table of Contents



Revenue and Key Performance Indicators.
  
    
    occupancy;
    
    average daily room rate, or ADR;
    
    revenue per available room, or RevPAR;
    
    total revenue per available room, or Total RevPAR;
    
    total revenue per occupied room, or Total RevPOR; and
    
    EBITDA.
  
    
    Occupancy is calculated by dividing total occupied rooms by total available rooms.
    
    ADR is calculated by dividing total rooms revenue by total occupied rooms.
    
    RevPAR is the product of occupancy and ADR.
  36




---



##### Table of Contents



Critical Accounting Policies and Estimates
  Investments in Property and Equipment.
  Buildings and improvements
    
    40 yearsLand improvements
    
    15 yearsFixtures and equipment, including waterpark equipment
    
    3-10 years
    Carrying Value of Goodwill.
 37




---



##### Table of Contents



New Accounting Pronouncements
  Non-GAAP Financial Measures
    
    
    a significant portion of our assets consists of property and equipment that are
depreciated over their remaining useful lives in accordance with GAAP. Because depreciation
and amortization are non-cash items, we believe that presentation of EBITDA is a useful
measure of our operating performance;
    
    it is widely used in the hospitality and entertainment industries to measure operating
performance without regard to items such as depreciation and amortization; and
    
    we believe it helps investors meaningfully evaluate and compare the results of our
operations from period to period by removing the impact of items directly resulting from our
asset base, primarily depreciation and amortization, from our operating results.
  
    
    as a measurement of operating performance because it assists us in comparing our
operating performance on a consistent basis as it removes the impact of items directly
resulting from our asset base, primarily depreciation and amortization, from our operating
results;
    
    for planning purposes, including the preparation of our annual operating budget;
    
    as a valuation measure for evaluating our operating performance and our capacity to incur
and service debt, fund capital expenditures and expand our business; and
    
    as one measure in determining the value of other acquisitions and dispositions.
   38




---



##### Table of Contents



Great WolfResorts
    
    
    PredecessorPeriod
    
    
    PeriodDecember 21,
    
    
    January 1,2004
    
    
    2004through
    
    
    through
    
    
    Year EndedDecember 31,
    
    
    December 20,
    
    
    December 31,2004
    
    
    2004
    
    
    2003
    
    
    2002Net loss
    
    $
    (3,842
    )
    
    $
    (12,942
    )
    
    $
    (4,543
    )
    
    $
    (6,755
    )Adjustments:Interest expense, net
    
    
    214
    
    
    
    7,394
    
    
    
    6,542
    
    
    
    2,920Income tax benefit
    
    
    (2,563
    )
    
    
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    1,897
    
    
    
    13,107
    
    
    
    10,440
    
    
    
    4,169EBITDA
    
    $
    (4,294
    )
    
    $
    7,559
    
    
    $
    12,439
    
    
    $
    334
 Results of Operations
 General
  Great Lakes Predecessor Financial Information
  
    
    The Great Lakes Companies, Inc. and its consolidated subsidiaries, including development
of, ownership interests in, and management contracts with respect to, resorts and certain
non-resort hotels and multifamily housing development and management assets;
    
    the entities that owned our Traverse City, Kansas City and Sheboygan operating resorts; and
    
    the entities that owned our Williamsburg and Pocono Mountains resorts that are under construction.
   Revenues.
 
    
    lodging revenue, which consists of rooms, food and beverage and other department revenues
from its consolidated and combined hotels and resorts;
 39




---



##### Table of Contents




    
    management fee revenue from both resort activity and non-resort activity, which includes
fees received under its management agreements; and
    
    other revenue, which consists of accounting fees, development fees, central reservation
fees, construction management fees and other fees.
  Operating Expenses.
  
    
    selling, general and administrative expenses, which were associated with the management
of hotels and resorts and which consist primarily of expenses such as corporate payroll and
related benefits, operations management, sales and marketing, finance, legal, information
technology support, human resources and other support services, as well as general corporate
expenses;
    
    property operation and maintenance expenses;
    
    depreciation and amortization; and
    
    other expenses from managed properties, which are recorded as an expense in accordance with EITF 01-14.
 Great Wolf Resorts Financial Information
  
    
    our corporate entity that provides resort development and management services;
    
    our Wisconsin Dells, Sandusky, Traverse City, Kansas City and Sheboygan operating resorts; and
    
    our Williamsburg and Pocono Mountains resorts that are under construction.
 Revenues.
 Operating Expenses.
  
    
    selling, general and administrative expenses, which are associated with the management of
resorts and which consist primarily of expenses such as corporate payroll and related
benefits, operations management, sales and marketing, finance, legal, information technology
support, human resources and other support services, as well as general corporate expenses;
    
    property operation and maintenance expenses; and
    
    depreciation and amortization.
 40




---



##### Table of Contents



Year Ended December 31, 2004 for the Company Compared with Year Ended December 31, 2003 for the
Predecessor
  Revenues.
 
    
    The commencement of operations at the Great Wolf Lodge in Traverse City, Michigan, which
opened in March 2003. This resort had revenues of $22,885 for 2004 compared to $18,232 for
2003, an increase of $4,653;
    
    The commencement of operations at the Great Wolf Lodge in Kansas City, Kansas, which
opened in May 2003. This resort had revenues of $18,929 for 2004 compared to $9,971 for
2003, an increase of $8,958; and
    
    The commencement of operations at the Blue Harbor Resort in Sheboygan, Wisconsin, which
opened in June 2004. This resort had revenues of $8,350 for 2004.
 Operating expenses.
  
    
    Selling, general and administrative expenses increased $14,609 to $25,985 for 2004
compared to $11,376 for 2003, primarily due to the effect of the Traverse City and Kansas
City resorts opening in 2003 and the Sheboygan resort opening in 2004, the effect of
additional labor costs at GLC due to increases in staffing, and $6,413 of IPO-related
expenses incurred in 2004.
    
    Property operating costs increased $3,822 to $9,105 for 2004 compared to $5,283 for 2003,
primarily due to the effect of the Traverse City and Kansas City resorts opening in 2003 and
the Sheboygan resort opening in 2004.
    
    Depreciation and amortization expense increased $7,078 to $14,822 for 2004 compared to
$7,744 for 2003. This increase resulted from:
 
    
    the purchases or placement into service of property and equipment during 2003, primarily
at the Traverse City and Kansas City resorts that opened in 2003, and the related increase
in depreciation taken on those assets; and
    
    the purchases or placement into service of property and equipment in 2004, primarily at
the Sheboygan resort that opened in 2004, and the related increase in depreciation taken on
those assets.
 Operating loss.
 Net loss.
 
    
    Net interest expense increased $2,380 to $6,738 for 2004 from $4,358 for 2003. This
increase was due primarily to increased debt levels as a result of finishing construction of
the Traverse City and Kansas City resorts during 2003 and the Sheboygan resort in 2004.
    
    Interest on mandatorily redeemable ownership interests increased $4,897 to $1,761 for
2004 from $(3,136) for 2003. This increase was due to an increase in the redemption value of
certain mandatorily redeemable equity interests in 2004. The Predecessor treated the
following as mandatorily redeemable financial instruments:
 41




---



##### Table of Contents




    
    Class A and Class B shares of GLC that were obligated to be redeemed in cash if a
shareholder died or incurred certain triggering events. The redemption price was calculated
based on a formula with GLCs net operating income and a multiple based on the type of
triggering event. The shares contained restrictions on transfers and sales by the
shareholders.
    
    Class B Units of Great Wolf Lodge of Kansas City, LLC that were required to be redeemed
in cash no later than the fifth anniversary date of the operating commencement date of the
Kansas City resort. The redemption price was based on the greater of fair value or an
internal rate of return.
 
    
    A cumulative effect of change in accounting principle of $460 related to the adoption of
Statement of Financial Accounting Standards No. 150 Accounting for Certain Financial
Instruments with Characteristics of Both Debt and Equity (SFAS 150) was recorded in 2003.
This gain resulted from recording at fair market value the value of certain mandatorily
redeemable equity interests.
  
    
    A net gain on sale of real estate of $1,653 in 2004 due to the sales of land owned in
Ontario, Canada and Beckley, West Virginia.
    
    An income tax benefit of $2,563 recorded in 2004 related to the net loss incurred since
the IPO date. The Predecessor was not a taxable entity and therefore had no income tax
provision recorded prior to the IPO.
    
    Income from discontinued operations increased $810 to $1,928 in 2004 from $1,118 in 2003,
due to lower minority interest expense in 2004.
 Year Ended December 31, 2003 for the Predecessor Compared with Year Ended December 31, 2002 for
the Predecessor
 Revenues.
 
    
    the commencement of operations at the Great Wolf Lodge in Traverse City, Michigan, which
opened in March 2003. This property produced revenues of $18,232 in 2003; and
    
    the commencement of operations at the Great Wolf Lodge in Kansas City, Kansas, which
opened in May 2003. This property produced revenues of $9,971 in 2003.
 Operating expenses.
  
    
    Selling, general and administrative expenses increased by $7,217 to $11,376 for 2003 from
$4,159 for 2002, primarily due to the effect of the Traverse City and Kansas City resorts
commencing operations in 2003.
    
    Property operating costs increased $4,652 to $5,283 for 2003 from $631 in 2002, primarily
due to the effect of the Traverse City and Kansas City resorts commencing operations in
2003.
    
    Depreciation and amortization expense increased by $7,532 to $7,744 for 2003 from $212
for 2002. This increase resulted from the purchases or placement into service of property
and equipment during 2003, primarily at the Traverse City and Kansas City resorts that
commenced operations in 2003, and the related increase in depreciation taken on those
assets.
    
    Other expenses from managed properties increased $96 to $14,904 for 2003 from $14,808 for
2002 due to increased payroll costs at managed properties.
 42




---



##### Table of Contents



Operating loss.
 Net loss.
 
    
    Interest on mandatorily redeemable ownership interests decreased by $7,615 to $(3,136) in
2003 and $4,479 in 2002, due to the adoption of SFAS No. 150 on July 1, 2003 and the marking
to fair value of the derivative instruments related to the mandatorily redeemable ownership
interests.
    
    Income (loss) from discontinued operations increased $1,660 to $1,118 for 2003 from
$(542) for 2002. SFAS No. 144 requires the net activity of assets held for sale or disposed
of during a fiscal period to be classified as discontinued operations. The income from
discontinued operations increased significantly in 2003 as a result of gains on the sales of
the Manassas Country Inn & Suites, the Manassas Fairfield Inn and the Hampton Inn & Suites
Warwick during 2003.
    
    A cumulative effect of change in accounting principle of $460 related to the adoption of
SFAS No. 150 was recorded in 2003. This gain resulted from recording at fair market value
the value of certain mandatorily redeemable equity interests.
  
    
    Net interest expense increased $4,229 to $4,358 in 2003 from $129 in 2002. This increase
was due primarily to increased debt levels as a result of finishing construction of the
Traverse City and Kansas City resorts during 2003.
 Liquidity and Capital Resources
  Mortgage Debt:Senior credit facility
    
    $
    Traverse
City/Kansas City Mortgage Loan
    
    
    75,000Sheboygan
Mortgage Loan
    
    
    29,475Williamsburg Construction Loan
    
    
    19,011Poconos Construction Loan
    
    
    5,598Other
    
    
    1,523Other Debt:City of Sheboygan bonds
    
    
    8,063City of Sheboygan loan
    
    
    3,995$
    142,665
 Senior Credit Facility
 Traverse
City/Kansas City Mortgage Loan
 Sheboygan Mortgage Loan
 43




---



##### Table of Contents



Williamsburg Construction Loan
 Poconos Construction Loan
 City of Sheboygan bonds
 City of Sheboygan loan
 Junior Subordinated Debentures
  Short-Term Liquidity Requirements
  
    
    recurring maintenance, repairs and other operating expenses necessary to properly maintain our resorts;
    
    property taxes and insurance expenses;
    
    interest expense and scheduled principal payments on outstanding indebtedness; and
    
    general and administrative expenses.
  44




---



##### Table of Contents



Long-Term Liquidity Requirements
    Contractual Obligations
  Payment TermsLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsLong-Term Debt Obligations(1)
    
    $
    142,665
    
    
    $
    27,794
    
    
    $
    4,069
    
    
    $
    30,290
    
    
    $
    80,512Operating Lease Obligations
    
    
    1,944
    
    
    
    371
    
    
    
    824
    
    
    
    749
    
    
    
    Construction Contracts
    
    
    45,282
    
    
    
    45,282
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    189,891
    
    
    
    73,447
    
    
    $
    4,893
    
    
    $
    31,039
    
    
    $
    80,512
 
 (1)
    
    Includes $8,063 of fixed rate debt recognized as a liability related to certain bonds issued
by the City of Sheboygan and $3,995 of fixed rate debt recognized as a liability related to a
loan from the City of Sheboygan. These liabilities will be satisfied by certain future minimum
guaranteed amounts of real and personal property tax payments and room tax payments to be made
by our Sheboygan resort. Working Capital
  Cash Flows
 Comparison of Twelve Months Ended December 31, 2004 for the Company to Year Ended December 31,
2003 for the Predecessor
 Increase2004
    
    
    2003
    
    
    (Decrease)Net cash provided by operating activities
    
    $
    4,399
    
    
    $
    8,126
    
    
    $
    (3,727
    )Net cash used in investing activities
    
    
    (162,055
    )
    
    
    (64,280
    )
    
    
    (97,775
    )Net cash provided by financing activities
    
    
    233,575
    
    
    
    54,854
    
    
    
    178,721
 Operating Activities.
 45




---



##### Table of Contents



Investing Activities.
 Financing Activities.
 Comparison of Year Ended December 31, 2003 for the Predecessor to Year Ended December 31, 2002 for
the Predecessor
 Increase/2003
    
    
    2002
    
    
    (Decrease)Net cash provided by operating activities
    
    $
    8,126
    
    
    $
    376
    
    
    $
    7,750Net cash used in investing activities
    
    
    (64,280
    )
    
    
    (46,276
    )
    
    
    (18,004
    )Net cash provided by financing activities
    
    
    54,854
    
    
    
    49,797
    
    
    
    5,057
 Operating Activities.
 Investing Activities.
 Financing Activities.
 Inflation
  
 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
    
    $75,000 of fixed rate debt secured by two of our resorts. This debt bears interest at
6.96%.
    
    $29,475 of variable rate debt secured by one of our resorts. This debt bears interest at
a floating rate equal to prime plus 200 basis points. The total rate was 7.25% at December
31, 2004.
    
    $8,063 of fixed rate debt (effective interest rate of 10.67%) recognized as a liability
related to certain bonds issued by the City of Sheboygan and $3,995 of noninterest bearing
debt recognized as a liability related to a loan from the City of Sheboygan. These
liabilities will be satisfied by certain future minimum guaranteed amounts of real and
personal property tax payments and room tax payments to be made by the Sheboygan resort;
    
    $19,011 of variable rate debt secured by our Williamsburg resort that is under construction;
    
    $5,598 of variable rate debt secured by our Pocono Mountains resort that is under construction; and
    
    $1,523 of other fixed rate debt.
 46




---



##### Table of Contents



47




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS
  PageNo.Consolidated and Combined Financial Statements of Great Wolf Resorts, Inc. and Subsidiaries and
Great Lakes Predecessor:Report of Independent Registered Public Accounting Firm
    
    
    49Consolidated and Combined Balance Sheets for Great Wolf Resorts, Inc. and subsidiaries as of December
31, 2004 (as restated) and for Great Lakes Predecessor as of December 31, 2003
    
    
    50Consolidated and Combined Statements of Operations for Great Wolf Resorts, Inc. and Subsidiaries for
the period from December 21, 2004 through December 31, 2004 and for Great Lakes Predecessor for the
period from January 1, 2004 through December 20, 2004 and for the years ended December 31, 2003 and
2002
    
    
    51Consolidated and Combined Statements of Equity for Great Wolf Resorts, Inc. and Subsidiaries for the
period from December 21, 2004 through December 31, 2004 and for Great Lakes Predecessor for the period
from January 1, 2004 through December 20, 2004 and for the years ended December 31, 2003 and 2002
    
    
    52Consolidated
and Combined Statements of Cash Flows for the years ended December 31, 2004 (as restated), 2003 and 2002
    
    
    53Notes to Consolidated and Combined Financial Statements
    
    
    54
 48




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
       
 49




---



##### Table of Contents



GREAT WOLF RESORTS, INC. AND SUBSIDIARIES AND
GREAT LAKES PREDECESSOR
 
 CONSOLIDATED AND COMBINED BALANCE SHEETS
 Great WolfResorts, Inc.
    
    
    PredecessorDecember 31,2004
    
    
    2003(as restated,see Note 15)(Dollars in thousands,except per share amounts)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    79,409
    
    
    $
    3,490Accounts receivable, net of allowance for doubtful accounts of $183 and $655
    
    
    881
    
    
    
    1,877Inventory
    
    
    1,848
    
    
    
    850Condominiums
under development
    
    
    2,412
    
    
    
    Other current assets
    
    
    5,929
    
    
    
    134Assets of spun-off entities
    
    
    
    
    
    
    10,382Assets held for sale
    
    
    
    
    
    
    15,467Total current assets
    
    
    90,479
    
    
    
    32,200Property and equipment, net
    
    
    347,374
    
    
    
    120,874Equity escrow
    
    
    
    
    
    
    13,722Other assets
    
    
    9,862
    
    
    
    5,288Other intangible assets
    
    
    19,114
    
    
    
    Goodwill
    
    
    155,196
    
    
    
    1,410Total assets
    
    $
    622,025
    
    
    $
    173,494LIABILITIES, MINORITY INTERESTS AND EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    27,794
    
    
    $
    9,632Accounts payable
    
    
    31,506
    
    
    
    4,550Accrued expenses
    
    
    10,075
    
    
    
    5,057Advance deposits
    
    
    3,129
    
    
    
    1,153Other current liabilities
    
    
    2,138
    
    
    
    711Long-term debt secured by assets of spun-off entities
    
    
    
    
    
    
    12,108Long-term debt secured by assets held for sale
    
    
    
    
    
    
    14,220Total current liabilities
    
    
    74,642
    
    
    
    47,431Mortgage debt
    
    
    102,813
    
    
    
    82,637Other long-term debt
    
    
    12,058
    
    
    
    1,464Other long-term liabilities
    
    
    391
    
    
    
    Deferred tax liability
    
    
    40,909
    
    
    
    Deferred compensation liability
    
    
    2,891
    
    
    
    Mandatorily redeemable ownership interests
    
    
    
    
    
    
    11,194Total liabilities
    
    
    233,704
    
    
    
    142,726Minority interests
    
    
    
    
    
    
    1,585Commitments and contingencies Equity:Predecessor:Class A voting Shares, no par value; 450 shares authorized, 329 shares
issued and 300 shares outstanding at December 31, 2003
    
    
    
    
    
    
    Class B non-voting Shares, no par value; 8,550 shares authorized, 6,251
shares issued and 5,700 shares outstanding at December 31, 2003
    
    
    
    
    
    
    Treasury stock
    
    
    
    
    
    
    (824
    )Members equity of combined entities
    
    
    
    
    
    
    31,263Accumulated deficit
    
    
    
    
    
    
    (1,256
    )Great Wolf Resorts, Inc.:Common stock, $0.01 par value, 250,000,000 shares authorized, 30,262,308
shares issued and outstanding at December 31, 2004
    
    
    303Additional paid in capital
    
    
    394,060Preferred stock, $0.01 par value, 10,000,000 shares authorized, no
shares issued or outstanding at December 31, 2004
    
    
    Accumulated deficit
    
    
    (3,842
    )Shares of common stock held in deferred compensation plan
    
    
    (2,200
    )Total equity
    
    
    388,321
    
    
    
    29,183Total liabilities, minority interests and equity
    
    $
    622,025
    
    
    $
    173,494
  50




---



##### Table of Contents



GREAT WOLF RESORTS, INC. AND SUBSIDIARIES AND
GREAT LAKES PREDECESSOR
 
 CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
 Great WolfResorts, Inc.
    
    
    Predecessor
    
    
    PredecessorPeriod
    
    
    PeriodDecember 21,
    
    
    January 1,2004
    
    
    2004through
    
    
    through
    
    
    Year EndedDecember 31,
    
    
    December 20,
    
    
    December 31,2004
    
    
    2004
    
    
    2003
    
    
    2002(Dollars in thousands, except per share data)Revenues:Rooms
    
    $
    3,261
    
    
    $
    31,438
    
    
    $
    18,801
    
    
    $
    Food and beverage
    
    
    776
    
    
    
    8,255
    
    
    
    4,833
    
    
    
    Other hotel operations
    
    
    513
    
    
    
    7,855
    
    
    
    4,606
    
    
    
    Management fees  related parties
    
    
    
    
    
    
    1,700
    
    
    
    2,190
    
    
    
    2,574Development and other fees  related parties
    
    
    79
    
    
    
    1,457
    
    
    
    919
    
    
    
    8364,629
    
    
    
    50,705
    
    
    
    31,349
    
    
    
    3,410Other revenue from managed properties
    
    
    
    
    
    
    14,553
    
    
    
    14,904
    
    
    
    14,808Total revenues
    
    
    4,629
    
    
    
    65,258
    
    
    
    46,253
    
    
    
    18,218Operating expenses by department:Rooms
    
    
    298
    
    
    
    4,917
    
    
    
    3,265
    
    
    
    Food and beverage
    
    
    598
    
    
    
    7,370
    
    
    
    4,528
    
    
    
    Other
    
    
    360
    
    
    
    6,308
    
    
    
    4,052
    
    
    
    Other operating expenses:Selling, general and administrative
    
    
    7,372
    
    
    
    18,613
    
    
    
    11,376
    
    
    
    4,159Property operating costs
    
    
    295
    
    
    
    8,810
    
    
    
    5,283
    
    
    
    631Depreciation and amortization
    
    
    1,897
    
    
    
    12,925
    
    
    
    7,744
    
    
    
    21210,820
    
    
    
    58,943
    
    
    
    36,248
    
    
    
    5,002Other expenses from managed properties
    
    
    
    
    
    
    14,553
    
    
    
    14,904
    
    
    
    14,808Total operating expenses
    
    
    10,820
    
    
    
    73,496
    
    
    
    51,152
    
    
    
    19,810Net operating loss
    
    
    (6,191
    )
    
    
    (8,238
    )
    
    
    (4,899
    )
    
    
    (1,592
    )Interest income
    
    
    (66
    )
    
    
    (224
    )
    
    
    (55
    )
    
    
    (88
    )Interest expense
    
    
    280
    
    
    
    6,748
    
    
    
    4,413
    
    
    
    217(Gain) loss on sale of investments
    
    
    
    
    
    
    (1,653
    )
    
    
    
    
    
    
    13Interest on mandatorily redeemable shares
    
    
    
    
    
    
    1,761
    
    
    
    (3,136
    )
    
    
    4,479Loss before income taxes
    
    
    (6,405
    )
    
    
    (14,870
    )
    
    
    (6,121
    )
    
    
    (6,213
    )Income tax benefit
    
    
    (2,563
    )
    
    
    
    
    
    
    
    
    
    
    Loss from continuing operations
    
    
    (3,842
    )
    
    
    (14,870
    )
    
    
    (6,121
    )
    
    
    (6,213
    )Income (loss) from discontinued operations
    
    
    
    
    
    
    1,928
    
    
    
    1,118
    
    
    
    (542
    )Loss before cumulative effect of change in accounting principle
    
    
    (3,842
    )
    
    
    (12,942
    )
    
    
    (5,003
    )
    
    
    (6,755
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    460
    
    
    
    Net loss
    
    $
    (3,842
    )
    
    $
    (12,942
    )
    
    $
    (4,543
    )
    
    $
    (6,755
    )Basic loss per share
    
    $
    (0.13
    )Diluted loss per share
    
    $
    (0.13
    )Weighted average common shares outstanding:Basic
    
    
    30,132,896Diluted
    
    
    30,132,896
  51




---



##### Table of Contents



GREAT WOLF RESORTS, INC. AND SUBSIDIARIES AND
GREAT LAKES PREDECESSOR
 
 CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY
 MembersAdditional
    
    
    
    
    
    
    
    
    
    
    Equity ofCommon
    
    
    Paid in
    
    
    Accumulated
    
    
    Deferred
    
    
    Combined
    
    
    Treasury
    
    
    TotalStock
    
    
    Capital
    
    
    Deficit
    
    
    Compensation
    
    
    Entities
    
    
    Stock
    
    
    Equity(Dollars in thousands, except per share data)Predecessor:Balance, December 31, 2001
    
    $
    2
    
    
    $
    
    
    
    $
    (2,960
    )
    
    $
    
    
    
    $
    452
    
    
    $
    (354
    )
    
    $
    (2,860
    )Contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,648
    
    
    
    
    
    
    
    28,648Distributions
    
    
    
    
    
    
    
    
    
    
    (710
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (710
    )Net loss
    
    
    
    
    
    
    
    
    
    
    (513
    )
    
    
    
    
    
    
    (6,242
    )
    
    
    
    
    
    
    (6,755
    )Accretion of mandatorily
redeemable equity
interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,496
    )
    
    
    
    
    
    
    (6,496
    )Treasury shares repurchased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (470
    )
    
    
    (470
    )Balance, December 31, 2002
    
    
    2
    
    
    
    
    
    
    
    (4,183
    )
    
    
    
    
    
    
    16,362
    
    
    
    (824
    )
    
    
    11,357Contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,318
    
    
    
    
    
    
    
    29,318Distributions
    
    
    
    
    
    
    
    
    
    
    (318
    )
    
    
    
    
    
    
    (3,538
    )
    
    
    
    
    
    
    (3,856
    )Net income (loss)
    
    
    
    
    
    
    
    
    
    
    3,705
    
    
    
    
    
    
    
    (8,248
    )
    
    
    
    
    
    
    (4,543
    )Accretion of mandatorily
redeemable equity
interests
    
    
    (2
    )
    
    
    
    
    
    
    (460
    )
    
    
    
    
    
    
    (2,631
    )
    
    
    
    
    
    
    (3,093
    )Balance, December 31, 2003
    
    
    
    
    
    
    
    
    
    
    (1,256
    )
    
    
    
    
    
    
    31,263
    
    
    
    (824
    )
    
    
    29,183Contributions
    
    
    
    
    
    
    
    
    
    
    643
    
    
    
    
    
    
    
    25,145
    
    
    
    
    
    
    
    25,788Distributions
    
    
    
    
    
    
    
    
    
    
    (3,170
    )
    
    
    
    
    
    
    (7,534
    )
    
    
    
    
    
    
    (10,704
    )Net income (loss)
    
    
    
    
    
    
    
    
    
    
    1,582
    
    
    
    
    
    
    
    (14,524
    )
    
    
    
    
    
    
    (12,942
    )Balance, December 20, 2004
    
    $
    
    
    
    $
    
    
    
    $
    (2,201
    )
    
    $
    
    
    
    $
    34,350
    
    
    $
    (824
    )
    
    $
    31,325Great Wolf Resorts, Inc.:Reclassification, net of
effect of spin-off, of
Predecessors equity,
mandatorily redeemable
ownership interests and
minority interests
    
    $
    50
    
    
    $
    45,727
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    45,777Net proceeds from sale of
common stock
    
    
    161
    
    
    
    248,506
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    248,667Issuance of common stock 
acquisition of resorts
    
    
    91
    
    
    
    97,628
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    97,719Issuance of common stock 
deferred compensation plan
    
    
    1
    
    
    
    2,199
    
    
    
    
    
    
    
    (2,200
    )
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    (3,842
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,842
    )Balance, December 31, 2004
    
    $
    303
    
    
    $
    394,060
    
    
    $
    (3,842
    )
    
    $
    (2,200
    )
    
    $
    
    
    
    $
    
    
    
    $
    388,321
  52




---



##### Table of Contents



GREAT WOLF RESORTS, INC. AND SUBSIDIARIES AND
GREAT LAKES PREDECESSOR
 
 CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
 Great WolfResorts, Inc.
    
    
    PredecessorPeriod
    
    
    Period
    
    
    PredecessorDecember 21,
    
    
    January 1,2004
    
    
    2004through
    
    
    through
    
    
    Year EndedDecember 31,
    
    
    December 20,
    
    
    December 31,2004
    
    
    2004
    
    
    2003
    
    
    2002(as restated, see Note
15)(Dollars in thousands)Operating activities:Net loss
    
    $
    (3,842
    )
    
    $
    (12,942
    )
    
    $
    (4,543
    )
    
    $
    (6,755
    )Adjustments to reconcile net loss to net cash provided by
operating activities:Depreciation and amortization
    
    
    1,897
    
    
    
    13,107
    
    
    
    10,440
    
    
    
    4,169Non-cash employee compensation expenses
    
    
    2,891
    
    
    
    
    
    
    
    
    
    
    
    (Gain) loss on sale of assets
    
    
    
    
    
    
    (5,327
    )
    
    
    (10,967
    )
    
    
    (Gain) loss on sale of investments and other
    
    
    
    
    
    
    (1,653
    )
    
    
    
    
    
    
    13Minority interests
    
    
    
    
    
    
    2,729
    
    
    
    10,247
    
    
    
    (26
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    (460
    )
    
    
    Deferred tax benefit
    
    
    (2,563
    )
    
    
    Changes in operating assets and liabilities:Prepaid expenses and other assets
    
    
    1,564
    
    
    
    (9,236
    )
    
    
    (883
    )
    
    
    (675
    )Accounts payable, accrued expenses and other liabilities
    
    
    815
    
    
    
    16,959
    
    
    
    4,292
    
    
    
    3,650Net cash provided by operating activities
    
    
    762
    
    
    
    3,637
    
    
    
    8,126
    
    
    
    376Investing activities:Capital expenditures for property and equipment
    
    
    (115
    )
    
    
    (108,804
    )
    
    
    (77,060
    )
    
    
    (46,224
    )Proceeds from sale of assets
    
    
    
    
    
    
    32,174
    
    
    
    26,451
    
    
    
    Purchases of owners interest, net of cash acquired
    
    
    (95,460
    )
    
    
    Increase in restricted cash
    
    
    (2,008
    )
    
    
    
    
    
    
    
    
    
    
    Increase in escrow
    
    
    
    
    
    
    (1,564)
    
    
    
    
    
    
    
    (Increase) decrease in equity escrow
    
    
    
    
    
    
    13,722
    
    
    
    (13,671
    )
    
    
    (52
    )Net cash used in investing activities
    
    
    (97,583
    )
    
    
    (64,472
    )
    
    
    (64,280
    )
    
    
    (46,276
    )Financing activities:Proceeds from equity offering
    
    
    273,700
    
    
    
    
    
    
    
    
    
    
    
    Payment of offering costs
    
    
    (21,979
    )
    
    
    (726
    )
    
    
    
    
    
    
    Principal payments on long-term debt
    
    
    (152,417
    )
    
    
    (16,805
    )
    
    
    (17,765
    )
    
    
    (3,523
    )Proceeds from issuance of long-term debt
    
    
    75,000
    
    
    
    68,330
    
    
    
    63,496
    
    
    
    29,018Payment of loan costs
    
    
    (2,153
    )
    
    
    (2,569
    )
    
    
    (2,351
    )
    
    
    (1,897
    )Member contributions
    
    
    
    
    
    
    25,788
    
    
    
    29,318
    
    
    
    24,648Member distributions
    
    
    
    
    
    
    (11,370
    )
    
    
    (3,856
    )
    
    
    (710
    )Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (470
    )Changes in mandatorily redeemable ownership interests
    
    
    
    
    
    
    1,761
    
    
    
    (3,136
    )
    
    
    4,479Net distributions to minority investors
    
    
    
    
    
    
    (2,985
    )
    
    
    (10,852
    )
    
    
    (1,748
    )Net cash provided by financing activities
    
    
    172,151
    
    
    
    61,424
    
    
    
    54,854
    
    
    
    49,797Net increase (decrease) in cash and cash equivalents
    
    
    75,330
    
    
    
    589
    
    
    
    (1,300
    )
    
    
    3,897Cash and cash equivalents, beginning of period
    
    
    4,079
    
    
    
    3,490
    
    
    
    4,790
    
    
    
    893Cash and cash equivalents, end of period
    
    $
    79,409
    
    
    $
    4,079
    
    
    $
    3,490
    
    
    $
    4,790Supplemental Cash Flow InformationCash paid for interest, net of capitalized interest
    
    $
    698
    
    
    $
    6,317
    
    
    $
    4,786
    
    
    $
    493Land contributed for membership interest
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4,000
  53




---



##### Table of Contents



GREAT WOLF RESORTS, INC. AND SUBSIDIARIES AND
GREAT LAKES PREDECESSOR
 
 NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
 1. ORGANIZATION
   
    
    The Great Lakes Companies, Inc. (GLC), and its consolidated subsidiaries;
    
    Great Wolf Lodge of Traverse City, LLC;
    
    Great Wolf Lodge of Kansas City, LLC;
    
    Blue Harbor Resort Sheboygan, LLC;
    
    Great Wolf Lodge of Williamsburg, LLC; and
    
    Great Wolf Lodge of the Poconos, LLC
     
    
    The Predecessor contributed its hotel management and multifamily housing management and
development assets, which were unrelated to the resort business, to two subsidiaries of the
Predecessor and then distributed the interests in those subsidiaries to the former
shareholders of GLC.
    
    We effected, through our Operating Partnership, the acquisition of GLC and each
resort-owning entity. Pursuant to these acquisitions, investors of GLC and the resort-owning
entities received cash, unregistered shares of our common stock or a combination of cash and
unregistered shares of our common stock. We issued 13,901,947 shares of our common stock and
paid approximately $97,600 in cash in connection with these acquisitions.
    
    We issued an aggregate of 130,949 shares of unregistered common stock to holders of
tenant in common interests in two of our resorts.
 54




---



##### Table of Contents



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of Consolidation and Combination
 Cash and Cash Equivalents
 Allowance for Doubtful Accounts
 Inventory
 Property and Equipment 
 Buildings and improvements
    
    40 yearsLand improvements
    
    15 yearsFurniture, fixtures and equipment, including waterpark equipment
    
    3-10 years
   55




---



##### Table of Contents



Loan Fees
 Assets Held for Sale
 Equity Escrow
 Goodwill
  Other Intangible Assets 
 Impairment of Long-Lived Assets
 Minority Interests
 Derivative Instruments
 56




---



##### Table of Contents



Revenue Recognition
 Gains on Sales of Real Estate
 Income Taxes
  Advertising
 IPO Costs
 Segments
 Stock Based Compensation
 Net loss, as reported
    
    $
    (3,842
    )Compensation expense, SFAS 123 fair value method
    
    
    (48
    )Pro forma net loss
    
    $
    (3,890
    )Pro forma net loss per share  Basic
    
    $
    (0.13
    )Pro forma net loss per share  Diluted
    
    $
    (0.13
    )
 57




---



##### Table of Contents



Dividend yield
    
    
    Weighted-average, risk free interest rate
    
    
    3.65
    %Weighted-average, expected life of option
    
    5.0 yearsExpected stock price volatility
    
    
    23
    %
 Use of Estimates
 New Accounting Pronouncements
     58




---



##### Table of Contents



3. PURCHASE ACCOUNTING IN CONNECTION WITH THE IPO
     
    
    Recorded property and equipment, other assets, debt and other liabilities at their
preliminarily estimated fair values;
 
    
    Recorded a deferred tax liability resulting from the difference between the preliminarily
estimated fair value and the tax basis of assets acquired from the
five resort-owning
entities. We recorded this liability at our anticipated effective tax rate of 40%;
 59




---



##### Table of Contents




    
    Eliminated mandatorily redeemable interests of the Predecessor due to the conversion of
those ownership interests to our common stock in conjunction with the Formation
Transactions; and
 
    
    Recorded as goodwill the excess of consideration in the purchase transaction over the
fair value of net tangible assets acquired from the five resort-owning entities.
  Value of Great Wolf Resorts common stock issued
    
    $
    80,840Cash paid
    
    
    73,042Total cost of acquisition
    
    
    153,882Fair value of debt assumed
    
    
    181,415Fair value of property and equipment acquired
    
    
    (189,427
    )Fair value
of intangible assets
    
    
    (10,296
    )Deferred tax liability recorded
    
    
    11,297Fair value of other assets and liabilities
    
    
    8,325Goodwill
    
    $
    155,196
   
    
    Recorded all identifiable tangible and intangible assets at their estimated fair values
as of December 20, 2004;
    
    Allocated the excess consideration paid over the estimated fair value of the net assets
acquired to all identifiable tangible and intangible assets pro rata based on their
estimated fair values;
    
    Recorded a deferred tax liability resulting from the difference between the total
estimated fair values (including the excess amount described in the previous item) and the
tax bases of the assets acquired from the two resort-owning entities. We recorded this
liability at our anticipated effective tax rate of 40%.
  Pro Forma Information
 2004
    
    
    2003(Unaudited)Total revenues
    
    $
    91,036
    
    
    $
    68,920Net loss
    
    
    (9,331
    )
    
    
    (646
    )Loss per basic and diluted share
    
    $
    (0.31
    )
    
    $
    (0.02
    )
 4. PROPERTY AND EQUIPMENT
  December 31,2004
    
    
    2003Land and improvements
    
    $
    12,064
    
    
    $
    16,455Building and improvements
    
    
    89,294
    
    
    
    32,778Furniture, fixtures and equipment
    
    
    82,470
    
    
    
    51,488Construction in process
    
    
    164,160
    
    
    
    25,933347,988
    
    
    
    126,654Less accumulated depreciation
    
    
    (614
    )
    
    
    (5,780
    )Property and equipment, net
    
    $
    347,374
    
    
    $
    120,874
  60




---



##### Table of Contents



5. LONG-TERM DEBT
  December 31,2004
    
    
    2003Mortgage Debt:Senior credit facility
    
    $
    
    
    
    $
    Traverse City/Kansas City Mortgage Loan
    
    
    75,000
    
    
    
    Sheboygan
Mortgage Loan
    
    
    29,475
    
    
    
    10,326Williamsburg Construction Loan
    
    
    19,011
    
    
    
    554Poconos Construction Loan
    
    
    5,598
    
    
    
    Pre-IPO Mortgage Loans
    
    
    
    
    
    
    74,470Other mortgage debt
    
    
    1,523
    
    
    
    Other Debt:City of Sheboygan bonds
    
    
    8,063
    
    
    
    1,468City of Sheboygan loan
    
    
    3,995
    
    
    
    Lines of credit
    
    
    
    
    
    
    6,682Notes payable
    
    
    
    
    
    
    233142,665
    
    
    
    93,733Less current portion of long-term debt
    
    
    (27,794
    )
    
    
    (9,632
    )$
    114,871
    
    
    $
    84,101
 Senior Credit Facility
 Traverse City/Kansas City Mortgage Loan
 Sheboygan
Mortgage Loan
 Williamsburg Construction Loan
 Poconos Construction Loan
 Pre-IPO Mortgage Loans
  61




---



##### Table of Contents



City of Sheboygan bonds
 City of Sheboygan loan
 Lines of Credit
 Junior Subordinated Debentures
  Future Maturities
 2005
    
    $
    27,7942006
    
    
    1,9252007
    
    
    2,1442008
    
    
    28,7212009
    
    
    1,569Thereafter
    
    
    80,512Total
    
    $
    142,665
 6. FAIR VALUE OF FINANCIAL INSTRUMENTS
   7. INCOME TAXES
  62




---



##### Table of Contents



8. RELATED-PARTY TRANSACTIONS
       9. COMMITMENTS AND CONTINGENCIES
 Legal Matters
 Letter of Credit
 Guarantees
 63




---



##### Table of Contents



Commitments
 2005.
    
    $
    3712006.
    
    
    4242007.
    
    
    4002008.
    
    
    4062009.
    
    
    343Total
    
    $
    1,944
    10. RETIREMENT PLAN
  11. EQUITY
 General
 64




---



##### Table of Contents



Members Equity of Combined Entities
 Treasury Stock
 Mandatorily Redeemable Ownership Interests
 
    
    Class A and Class B shares of GLC.GLC was obligated to redeem in cash the A Shares and
B Shares of a shareholder who died or incurred certain triggering events (as defined in the
Term Sheet of Buy and Sell Provisions for Shares in The Great Lakes Companies, Inc.). The
redemption price was calculated by a formula using GLCs net operating income and a multiple
based on the type of triggering event, as described in the Term Sheet. Both the A Shares and
the B shares contained restrictions on transfers and sales by the stockholders.
    
    Class B Units of Great Wolf Lodge of Kansas City, LLC.In accordance with provisions in
the Kansas City LLC Agreement, the LLC was required to redeem in cash the Class B Units no
later than the fifth anniversary date of the operating commencement date of the Kansas City
resort. The redemption price was based on the greater of fair value or an internal rate of
return.
    Deferred Compensation Plan
 Earnings per Share
 65




---



##### Table of Contents



PeriodDecember 21,2004throughDecember 31,2004Net loss attributable to common shares
    
    $
    (3,842
    )Weighted average common shares outstanding  basic and diluted
    
    
    30,133Net loss per share  basic and diluted
    
    $
    (0.13
    )
 12. STOCK OPTIONS
   13. DISCONTINUED OPERATIONS
     PeriodJanuary 1,2004throughDecember 20,
    
    
    Year Ended December 31,2004
    
    
    2003
    
    
    2002Revenues
    
    $
    4,859
    
    
    $
    10,896
    
    
    $
    16,596Expenses
    
    
    (5,529
    )
    
    
    (10,498
    )
    
    
    (17,164
    )Gain on sale
    
    
    5,327
    
    
    
    10,967
    
    
    
    Minority interests
    
    
    (2,729
    )
    
    
    (10,247
    )
    
    
    26Income (loss) from discontinued operations
    
    $
    1,928
    
    
    $
    1,118
    
    
    $
    (542
    )
  66




---



##### Table of Contents



14. QUARTERLY FINANCIAL DATA (UNAUDITED)
  PredecessorFirst
    
    
    Second
    
    
    Third
    
    
    Fourth2003:
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterTotal Revenues
    
    $
    5,082
    
    
    $
    13,030
    
    
    $
    15,659
    
    
    $
    12,482Operating income (loss)
    
    
    (2,092
    )
    
    
    (298
    )
    
    
    1,149
    
    
    
    (3,658
    )Net income (loss) before cumulative effect of change in accounting principle
    
    
    (373
    )
    
    
    (116
    )
    
    
    1,185
    
    
    
    (5,699
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    460Net income (loss)
    
    
    (373
    )
    
    
    (116
    )
    
    
    1,645
    
    
    
    (5,699
    )
 Great WolfPredecessor
    
    
    Resorts, Inc.Period
    
    
    PeriodOctober 1,
    
    
    December 21,2004
    
    
    2004through
    
    
    throughFirst
    
    
    Second
    
    
    Third
    
    
    December 20,
    
    
    December 31,2004:
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    2004
    
    
    2004Total Revenues
    
    $
    14,752
    
    
    $
    15,344
    
    
    $
    22,158
    
    
    $
    13,004
    
    
    $
    4,629Operating income (loss)
    
    
    (84
    )
    
    
    (1,754
    )
    
    
    (1,038
    )
    
    
    (5,362
    )
    
    
    (6,191
    )Net income (loss)
    
    
    (1,918
    )
    
    
    (2,812
    )
    
    
    (231
    )
    
    
    (7,981
    )
    
    
    (3,842
    )Basic and diluted earnings per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (0.13
    )
 15. RESTATEMENT
  
    
    The acquisition of each of our Williamsburg and Pocono Mountains resorts in
conjunction with the Formation Transactions in December 2004 did not constitute an
acquisition of a business, as that term is defined in
Emerging Issues Task Force (EITF) Issue No. 98-3, Determining
Whether a Non-Monetary Transaction Involves Receipt of Productive
Assets of a Business, and that we
should have recorded each of those acquisitions as a purchase of assets, rather than a
purchase of a business. As a result, the amounts previously recorded as goodwill in
connection with the Williamsburg and Poconos resorts have now been recorded as increases
to identifiable intangible assets, and property and equipment.
    
    The provisions of EITF Issue No. 04-1, Accounting
for Preexisting Relationships between the Parties to a Business
Combination, were applicable to us as of the date of the
Formation Transactions in December 2004, and that some portion of the amounts previously
recorded as goodwill in connection with the five operating resorts purchased at that
time should have been recorded as increases to identifiable intangible assets.
  AsPreviouslyDecember 31, 2004
    
    Reported
    
    
    As RestatedCash and
cash equivalents
    
    $
    81,417
    
    
    $
    79.409Condominiums
under development
    
    
    
    
    
    
    2,412Other
current assets
    
    
    3,921
    
    
    
    5,929Property and equipment, net
    
    
    275,758
    
    
    
    347,374Other Intangible Asset
    
    
    
    
    
    
    19,114Goodwill
    
    
    218,727
    
    
    
    155,196Deferred tax liability
    
    
    11,298
    
    
    
    40,909Period
January 1, 2004 through December 20, 2004:Statement of Cash Flows:Change in
prepaid expenses and other assets
    
    
    (6,824
    )
    
    
    (9,236
    )Net cash
provided by operating activities
    
    
    6,049
    
    
    
    3,637Capital
expenditures for property and equipment
    
    
    (111,216
    )
    
    
    (108,804
    )Net cash
used in investing activities
    
    
    (66,884
    )
    
    
    (64,472
    )Period
December 21, 2004 through December 31, 2004:Statement of Cash Flows:Increase in
restricted cash
    
    
    
    
    
    
    (2,008
    )Net cash
used in investing activities
    
    
    (95,575
    )
    
    
    (97,583
    )
 67




---



##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Material Weakness in Internal Control Over Financial Reporting
     68




---



##### Table of Contents



Changes In Internal Control
  Remediation Measures for Identified Material Weakness
  1.
    
    We will require continuing education over the next 12 months for our accounting and
finance staff who are responsible for financial reporting to ensure compliance with current
and emerging financial reporting and compliance practices.2.
    
    We will utilize outside consultants, other than our Independent Registered Public
Accounting Firm, to assist us in our evaluation of complex accounting transactions and
related reporting, specifically in the area of purchase accounting,
in cases where we believe such additional expertise is appropriate.3.
    
    We will assess staff expertise in our accounting and finance areas and take any steps
necessary to staff our accounting and finance departments appropriately.4.
    
    We and our Audit Committee, as necessary, will consider additional items, or will alter
the planned steps above, in order to remediate further the material weakness described
above.
 
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)(1) Financial Statements
  69




---



##### Table of Contents



(a)(2) Financial Statement Schedules
  (a)(3) Exhibits
  70




---



##### Table of Contents



SIGNATURES
   Signature
    
    Title
    
    Date/s/ JOHN EMERY
John Emery
    
    Chief Executive Officer (Principal
Executive Officer)
    
    November 30, 2005/s/ JAMES A. CALDER
    
    Chief Financial Officer (PrincipalJames A. Calder
    
    Financial and Accounting Officer)
    
    November 30, 2005
 71




---



##### Table of Contents



INDEX TO EXHIBITS
  ExhibitNumber
    
    Description2.1
    
    Form of Merger Agreement (Delaware) (incorporated herein by reference to Exhibit 2.1 to the Companys
Registration Statement on Form S-1 filed August 12, 2004)2.2
    
    Form of Merger Agreement (Wisconsin) (incorporated herein by reference to Exhibit 2.2 to the Companys
Registration Statement on Form S-1 filed August 12, 2004)3.1
    
    Form of Amended and Restated Certificate of Incorporation for Great Wolf Resorts, Inc. dated December 9,
2004 (incorporated herein by reference to Exhibit 3.1 to the Companys Registration Statement on Form
S-1 filed August 12, 2004)3.2
    
    Form of Amended and Restated Bylaws of Great Wolf Resorts, Inc. effective December 20, 2004
(incorporated herein by reference to Exhibit 3.2 to the Companys Registration Statement on Form S-1
filed August 12, 2004)4.1
    
    Form of the Common Stock Certificate of Great Wolf Resorts, Inc. (incorporated herein by reference to
Exhibit 4.1 to the Companys Registration Statement on Form S-1 filed October 21, 2004)4.2
    
    Junior Subordinated Indenture, dated as of March 15, 2005, between Great Wolf Resorts, Inc. and JPMorgan
Chase Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the
Companys Current Report on Form 8-K filed March 18, 2005)4.3
    
    Amended and Restated Trust Agreement, dated as of March 15, 2005, by and among Chase Manhattan Bank USA,
National Association, as Delaware trustee; JPMorgan Chase Bank, National Association, as property
trustee; Great Wolf Resorts, Inc., as depositor; and James A. Calder, Alex G. Lombardo and J. Michael
Schroeder, as administrative trustees (incorporated herein by reference to Exhibit 4.2 to the Companys
Current Report on Form 8-K filed March 18, 2005)10.1
    
    License Agreement, dated January 30, 2004, by and between The Great Lakes Companies, Inc. and Jim
Pattison Entertainment Ltd. (incorporated herein by reference to Exhibit 10.1 to the Companys
Registration Statement on Form S-1 filed September 23, 2004)10.2
    
    Development Agreement, dated as of July 30, 2003, among the City of Sheboygan, Wisconsin, the
Redevelopment Authority of the City of Sheboygan, Wisconsin, The Great Lakes Companies, Inc., Blue
Harbor Resort Sheboygan, LLC, and Blue Harbor Resort Condominium, LLC (incorporated herein by reference
to Exhibit 10.1 to the Companys Registration Statement on Form S-1 filed August 12, 2004)10.3
    
    First Amendment to the Development Agreement, dated June 25, 2004, by and among the City of Sheboygan,
Wisconsin, the Redevelopment Authority of the City of Sheboygan, Wisconsin, The Great Lakes Companies,
Inc., Blue Harbor Resort Sheboygan, LLC, and Blue Harbor Resort Condominium, LLC (incorporated herein by
reference to Exhibit 10.2 to the Companys Registration Statement on Form S-1 filed August 12, 2004)10.4
    
    Tall Pines Exclusive License and Royalty Agreement, dated July 25, 2004, between Tall Pines Development
Corporation and The Great Lakes Companies, Inc. (incorporated herein by reference to Exhibit 10.4 to the
Companys Registration Statement on Form S-1 filed December 7, 2004)10.5+
    
    Form of Employment Agreement (incorporated herein by reference to Exhibit 10.5 to the Companys
Registration Statement on Form S-1 filed January 21, 2005)10.12
    
    Form of Noncompete Agreement, Trade Secret and Confidentiality Agreement (incorporated herein by
reference to Exhibit 10.6 to the Companys Registration Statement on Form S-1 filed January 21, 2005)10.14
    
    Form of Officers and Directors Indemnification Agreement (incorporated herein by reference to Exhibit
10.7 to the Companys Registration Statement on Form S-1 filed August 12, 2004)10.15
    
    Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.8 to the Companys
Registration Statement
 72




---



##### Table of Contents



ExhibitNumber
    
    Descriptionon Form S-1 filed September 23, 2004)10.16+
    
    Form of Great Wolf Resorts, Inc. Employee Stock Purchase Plan (incorporated herein by reference to
Exhibit 10.9 to the Companys Registration Statement on Form S-1 filed August 12, 2004)10.17+
    
    Form of Great Wolf Resorts, Inc. 2004 Incentive Stock Plan (incorporated herein by reference to Exhibit
10.10 to the Companys Registration Statement on Form S-1 filed November 26, 2004)10.18+
    
    Form of Great Wolf Resorts, Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit
10.11 to the Companys Registration Statement on Form S-1 filed August 12, 2004)10.19
    
    Form of Transition Services Agreement between Great Wolf Resorts, Inc. and Great Lakes Hospitality
Partners, LLC (incorporated herein by reference to Exhibit 10.12 to the Companys Registration Statement
on Form S-1 filed August 12, 2004)10.20
    
    Form of Transition Services Agreement, between Great Wolf Resorts, Inc. and Great Lakes Housing
Partners, LLC (incorporated herein by reference to Exhibit 10.13 to the Companys Registration Statement
on Form S-1 filed August 12, 2004)10.21
    
    Form of Registration Rights Agreement, between Great Wolf Resorts, Inc. and the persons named therein
(incorporated herein by reference to Exhibit 10.14 to the Companys Registration Statement on Form S-1
filed August 12, 2004)10.22
    
    Revolving Credit Agreement, by and among Great Wolf Resorts, Inc., GWR Operating Partnership, L.L.L.P.,
the Subsidiary Guarantors named therein, Citicorp North America, Inc., Societe Generale, Citigroup
Global Markets, Inc., SG Americas Securities LLC and Calyon New York Branch (incorporated herein by
reference to Exhibit 10.15 to the Companys Registration Statement on Form S-1 filed January 21, 2005)10.23
    
    Loan Agreement by and among Great Wolf Resorts, Inc., Citigroup Global Markets Realty Corp. and The
Travelers Insurance Company (incorporated herein by reference to Exhibit 10.16 to Companys Registration
Statement on Form S-1 filed January 21, 2005)10.24
    
    Purchase Agreement, dated as of March 15, 2005, among Great Wolf Resorts, Inc., Great Wolf Capital Trust
I, Taberna Preferred Funding I, Ltd and Merrill Lynch International (incorporated herein by reference to
Exhibit 1.1 to the Companys Current Report on Form 8-K filed March 18, 2005)21.1*
    
    List of Subsidiaries23.1*
    
    Consent of Deloitte & Touche LLP31.1*
    
    Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a14(a) and Rule 15d14(a)31.2*
    
    Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a14(a) and Rule 15d14(a)32.1*
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 135032.2*
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
 
 *
    
    Filed herewith.+
    
    Indicated management contract or compensatory plan or arrangement required to be filed as an
exhibit pursuant to Item 15(c) of Form 10-K. 73