Exhibit 99.1
 CNL Income GW

Partnership, LLLP and

Subsidiaries
 Consolidated Financial Statements
Period January 1, 2009 through August 5, 2009 and the Years ended 
December 31, 2008 and 2007




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CNL Income GW Partnership, LLLP and Subsidiaries
 Period January 1, 2009 through August 5, 2009 and the Years ended December 31, 2008 and 2007
 Page(s)Report of Independent Certified Public Accountants
    
    
    1Consolidated Financial StatementsConsolidated Balance Sheets
    
    
    2Consolidated Statements of Operations
    
    
    3Consolidated Statements of Partners Capital
    
    
    4Consolidated Statements of Cash Flows
    
    
    5-6Notes to Consolidated Financial Statements
    
    
    7-15




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Report of Independent Certified Public Accountants
 
    
 1




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CNL Income GW Partnership, LLLP and Subsidiaries
 Consolidated Balance Sheets
August 5, 2009 and December 31, 2008
 August 5,
    
    
    December 31,2009
    
    
    2008(not covered byauditors report)AssetsCurrent assets:Cash and cash equivalents
    
    $
    3,751,796
    
    
    $
    968,390Restricted cash
    
    
    1,613,350
    
    
    
    1,390,733Accounts receivable
    
    
    997,016
    
    
    
    930,242Due from affiliates
    
    
    2,106,415
    
    
    
    973,431Prepaid expenses and other current assets
    
    
    1,527,345
    
    
    
    1,169,1899,995,922
    
    
    
    5,431,985Loan costs,
net
    
    
    376,242
    
    
    
    438,405Property and equipment, net
    
    
    96,331,718
    
    
    
    98,628,211Other intangible assets, net
    
    
    120,651
    
    
    
    213,171Total assets
    
    $
    106,824,533
    
    
    $
    104,711,772Liabilities and Partners CapitalCurrent liabilities:Accounts payable and accrued expenses
    
    $
    6,773,803
    
    
    $
    5,595,957Mortgage loan payable, current portion
    
    
    740,441
    
    
    
    513,043Due to affiliates
    
    
    3,315,043
    
    
    
    Advanced deposits
    
    
    1,295,567
    
    
    
    1,015,64312,124,854
    
    
    
    7,124,643Mortgage loan payable
    
    
    62,032,099
    
    
    
    62,486,957Total liabilities
    
    
    74,156,953
    
    
    
    69,611,600Partners capital
    
    
    32,667,580
    
    
    
    35,100,172Total liabilities and partners capital
    
    $
    106,824,533
    
    
    $
    104,711,772
  2




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CNL Income GW Partnership, LLLP and Subsidiaries
 Consolidated Statements of Operations
Period January 1, 2009 through August 5, 2009 and the Years Ended December 31, 2008 and 2007
 Period January 1through August 5,
    
    
    Year Ended December 31,2009
    
    
    2008
    
    
    2007(not covered by
    
    
    
    
    
    
    (not covered byauditors report)
    
    
    
    
    
    
    auditors report)RevenuesRooms
    
    $
    13,971,105
    
    
    $
    22,111,582
    
    
    $
    24,016,962Food and beverage
    
    
    3,180,677
    
    
    
    5,165,671
    
    
    
    5,726,252Other operating departments
    
    
    2,598,191
    
    
    
    4,232,432
    
    
    
    4,854,17719,749,973
    
    
    
    31,509,685
    
    
    
    34,597,391Cost of sales and other expensesRooms
    
    
    2,498,457
    
    
    
    3,920,976
    
    
    
    3,936,089Food and beverage
    
    
    2,763,088
    
    
    
    4,725,934
    
    
    
    5,042,643Other operating departments
    
    
    3,283,537
    
    
    
    5,293,681
    
    
    
    5,505,790Property operations and maintenance
    
    
    3,883,937
    
    
    
    6,201,572
    
    
    
    6,462,936Management fees
    
    
    203,394
    
    
    
    315,097
    
    
    
    1,037,922Franchise and licensing fees (see
footnote 5)
    
    
    (1,201,354
    )
    
    
    945,291
    
    
    
    1,037,922General and administrative
    
    
    2,178,798
    
    
    
    3,459,059
    
    
    
    3,921,479Sales and marketing
    
    
    2,344,185
    
    
    
    3,296,099
    
    
    
    3,254,141Depreciation and amortization
    
    
    4,412,492
    
    
    
    7,334,696
    
    
    
    7,111,96820,366,534
    
    
    
    35,492,405
    
    
    
    37,310,890Operating loss
    
    
    (616,561
    )
    
    
    (3,982,720
    )
    
    
    (2,713,499
    )Interest and other income (loss)
    
    
    (3,899
    )
    
    
    21,436
    
    
    
    101,683Interest expense and loan cost
amortization
    
    
    (2,357,473
    )
    
    
    (3,998,359
    )
    
    
    (3,954,843
    )Net loss
    
    $
    (2,977,933
    )
    
    $
    (7,959,643
    )
    
    $
    (6,566,659
    )
  3




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CNL Income GW Partnership, LLLP and Subsidiaries
 Consolidated Statements of Partners Capital
Period January 1, 2009 through August 5, 2009 and the Years Ended December 31, 2008 and 2007
 Partner
    
    
    CNL LP
    
    
    GW
    
    
    TotalBalance, December 31, 2006 (not covered by auditors report)
    
    $
    4,737
    
    
    $
    33,158,795
    
    
    $
    14,212,942
    
    
    $
    47,376,474Capital contributions
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    250,000Net loss
    
    
    (653
    )
    
    
    (4,552,399
    )
    
    
    (2,013,607
    )
    
    
    (6,566,659
    )Balance, December 31, 2007 (not covered by auditors report)
    
    
    4,084
    
    
    
    28,606,396
    
    
    
    12,449,335
    
    
    
    41,059,815Capital contributions
    
    
    200
    
    
    
    1,393,400
    
    
    
    606,400
    
    
    
    2,000,000Net loss
    
    
    (796
    )
    
    
    (5,545,483
    )
    
    
    (2,413,364
    )
    
    
    (7,959,643
    )Balance, December 31, 2008
    
    
    3,488
    
    
    
    24,454,313
    
    
    
    10,642,371
    
    
    
    35,100,172Capital contributions
    
    
    110
    
    
    
    796,690
    
    
    
    303,200
    
    
    
    1,100,000Distribution of operating cash flows
    
    
    
    
    
    
    
    
    
    
    (554,659
    )
    
    
    (554,659
    )Net loss
    
    
    (298
    )
    
    
    (2,523,480
    )
    
    
    (454,155
    )
    
    
    (2,977,933
    )Balance, August 5, 2009 (not covered by auditors report)
    
    $
    3,300
    
    
    $
    22,727,523
    
    
    $
    9,936,757
    
    
    $
    32,667,580
  4




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CNL Income GW Partnership, LLLP and Subsidiaries
 Consolidated Statements of Cash Flows
Period January 1, 2009 through August 5, 2009 and the Years Ended December 31, 2008 and 2007
 Period January 1,2009 throughAugust 5,
    
    
    Year Ended December 31,2009
    
    
    2008
    
    
    2007(not covered by
    
    
    
    
    
    
    (not covered byauditors report)
    
    
    
    
    
    
    auditors report)Cash Flows from operating activitiesNet loss
    
    $
    (2,977,933
    )
    
    $
    (7,959,643
    )
    
    $
    (6,566,659
    )Adjustments to reconcile net loss to net
cash provided by
(used in) operating activitiesDepreciation and amortization
    
    
    4,412,492
    
    
    
    7,334,696
    
    
    
    7,111,968Loan cost amortization
    
    
    62,163
    
    
    
    104,118
    
    
    
    71,243Loss from retirement of assets
    
    
    3,899
    
    
    
    
    
    
    
    Changes in assets and liabilitiesAccounts receivable
    
    
    (66,774
    )
    
    
    273,182
    
    
    
    304,603Due from affiliates
    
    
    (1,132,984
    )
    
    
    (973,431
    )
    
    
    Prepaid expenses and other
current assets
    
    
    (358,156
    )
    
    
    160,942
    
    
    
    (131,708
    )Accounts payable and accrued
expenses
    
    
    1,177,846
    
    
    
    (1,231,138
    )
    
    
    637,934Due to affiliates
    
    
    3,315,043
    
    
    
    (63,807
    )
    
    
    (544,529
    )Advanced deposits
    
    
    279,924
    
    
    
    (52,406
    )
    
    
    61,626Net cash provided by
(used in) operating
activities
    
    
    4,715,520
    
    
    
    (2,407,487
    )
    
    
    944,478Cash Flows from investing activitiesAcquisition of property and equipment
    
    
    (2,027,378
    )
    
    
    (886,577
    )
    
    
    (1,311,707
    )(Increase) decrease in restricted cash
    
    
    (222,617
    )
    
    
    575,024
    
    
    
    (457,378
    )Net cash used in
investing activities
    
    
    (2,249,995
    )
    
    
    (311,553
    )
    
    
    (1,769,085
    )Cash Flows from financing activitiesCapital contributions from partners
    
    
    1,100,000
    
    
    
    2,000,000
    
    
    
    Distribution to partners
    
    
    (554,659
    )
    
    
    
    
    
    
    Refunds from partners
    
    
    
    
    
    
    
    
    
    
    1,225,508Principal payments on mortgage loan
    
    
    (227,460
    )
    
    
    
    
    
    
    Net cash provided by
financing activities
    
    
    317,881
    
    
    
    2,000,000
    
    
    
    1,225,508Net increase (decrease) in cash and cash
equivalents
    
    
    2,783,406
    
    
    
    (719,040
    )
    
    
    400,901Cash and cash equivalentsBeginning of period
    
    
    968,390
    
    
    
    1,687,430
    
    
    
    1,286,529End of period
    
    $
    3,751,796
    
    
    $
    968,390
    
    
    $
    1,687,430
  5




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CNL Income GW Partnership, LLLP and Subsidiaries
 Consolidated Statements of Cash Flows  Continued
Period January 1, 2009 through August 5, 2009 and the Years ended December 31, 2008 and 2007
 2009
    
    
    2008
    
    
    2007(not covered by
    
    
    
    
    
    
    (not covered byauditors report)
    
    
    
    
    
    
    auditors report)Supplemental disclosure of
noncash financing activitiesCapital contributions (equipment) from partners
    
    $
    
    
    
    $
    
    
    
    $
    250,000Supplemental disclosure of cash flow
informationCash paid during the period for interest
    
    $
    2,582,642
    
    
    $
    3,894,241
    
    
    $
    3,884,227
  6




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CNL Income GW Partnership, LLLP and Subsidiaries
 Notes to Consolidated Financial Statements
Period January 1, 2009 through August 5, 2009 and the Years ended December 31, 2008 and 2007
 1.
    
    BusinessOrganizationCNL Income GW Partnership, LLLP (the Partnership) was organized pursuant to the laws of the
State of Delaware on October 11, 2005. CNL Income GW WI-DEL, LP, CNL Income GW Sandusky, LP,
CNL Income GW Corp., CNL Income GW WI-DEL Tenant, LP and CNL Income GW Sandusky Tenant, LP
are wholly owned subsidiaries of the Partnership. The Partnerships general partner is CNL
Income GW GP, LLC (the General Partner) and limited partners are CNL Income Partners, LP
(CNL LP) and Great Bear Lodge of Wisconsin Dells, LLC (GW), (collectively, the Limited
Partners). GW is an affiliate of Great Wolf Resorts, Inc. The General Partner and CNL LP
are collectively referred to as the CNL Partners and are wholly owned subsidiaries of CNL
Lifestyle Properties, Inc., formerly known as CNL Income Properties, Inc.The Partnership owns the (i) 309-room hotel and recreational facilities known as the Great
Wolf Lodge-Wisconsin Dells located in Lake Delton, Wisconsin, and (ii) the 271-room hotel
and recreational facilities known as the Great Wolf Lodge-Sandusky located in Sandusky,
Ohio (collectively referred to as the Properties). The Properties day-to-day operations
are managed by an affiliate of GW, however, all Partners must agree to key decisions
affecting the Properties.The structure of the Partnership is designed to allow the parent of the CNL Partners to
continue to qualify as a real estate investment trust, which is generally not subject to
federal income taxes. In keeping with this objective, the Partnership operates its
Properties through tenant partnership entities owned by the Partnership through a
wholly-owned taxable REIT subsidiary (TRS) entity, as permitted by the REIT Modernization
Act of 1999.The Partnership was formed through a series of transactions, whereby GW contributed its
interests in two subsidiary partnerships to the Partnership in exchange for 100% ownership of
the Partnership. On October 11, 2005 and November 3, 2005, the CNL Partners acquired an
aggregate 70.00% interest in the Partnership from GW for cash.Then on April 1, 2007, GW contributed equipment in the amount of $250,000 and in March 2009,
CNL LP contributed $100,000 resulting in the General Partner and Limited Partners owning the
following percentage interests in the Partnership as of August 5, 2009:
 Partner
    
    Percentage InterestGeneral Partner
    
    
    0.01
    %CNL LP
    
    
    69.73
    %GW
    
    
    30.26
    %
 On August 6, 2009, GW sold all of its interest in the joint venture to CNL LP. An affiliate
of GW continues to manage these resorts.
 7




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CNL Income GW Partnership, LLLP and Subsidiaries
 Notes to Consolidated Financial Statements
Period January 1, 2009 through August 5, 2009 and the Years ended December 31, 2008 and 2007
 Allocations and DistributionsNet income or loss is allocated between the Partners based on the hypothetical liquidation at
book value (HLBV) method of accounting. Under this method, the Partnership allocates net
income or loss in each period to the Partners based on the change in each Partners share of
the net assets of the Partnership they would receive if the Partnership were to liquidate all
of its assets at net book value and distribute the resulting cash to creditors and partners in
accordance with their respective priorities.On an annual basis, Net Cash Flow, as defined in the Agreement, is distributed in accordance
with the following order of priority; (i) first, to the CNL Partners, pro rata, until the
aggregate distributions received by the CNL Partners with respect to such fiscal year equals
the CNL Preferred Distribution, as defined in the Agreement, (ii) second to GW until the
aggregate distributions received by the GW with respect to such fiscal year equals the GW
Preferred Distribution, as defined in the Agreement, and (iii) thereafter pro-rata among the
Partners in proportion to their respective percentage interests.Capital proceeds, including capital proceeds distributed to partners in winding up the
Partnership, are allocated as follows: (i) first, to establish any reserves pursuant to and
subject to the provisions of which the General Partner reasonably determines to be necessary
to provide for any contingent or unforeseen liabilities or obligations of the Partnership and
the subsidiaries (provided that at such time as the General Partner determines to be
advisable, the balance of the reserves remaining after the payment of such contingencies shall
be deemed capital proceeds available for distribution); (ii) next, to Partners, pro rata, in
proportion to the respective amounts of their Unreturned Capital, as defined in the Agreement,
until the Unreturned Capital of each of the Partners is returned in full; and (iii)
thereafter, among the Partners, pro-rata in proportion to their respective percentage
interests.LiquidityThe Partnership incurred net losses of $2,977,933, $7,959,643 and $6,566,659 for the period
January 1, 2009 through August 5, 2009 and the years ended December 31, 2008 and 2007. In
addition, during the year ended December 31, 2008, $2,407,487 in
cash was used in operating activities. The Partnership has been negatively impacted by a number of
factors including increased competition and general economic
slowdowns. During 2008, the
partners provided a capital infusion of $2.0 million to meet operating needs.During the period ended August 5, 2009, the partners contributed approximately $1.1 million to the
Partnership to fund working
capital shortfalls at the properties and to fund debt service. In addition, CNL LP advanced
the Partnership approximately $3.0 million.
 8




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CNL Income GW Partnership, LLLP and Subsidiaries
 Notes to Consolidated Financial Statements
Period January 1, 2009 through August 5, 2009 and the Years ended December 31, 2008 and 2007
 2.
    
    Summary of Significant Accounting PoliciesA summary of significant accounting principles and practices used in the preparation of the
financial statements follows:Basis of Financial Statement PresentationThe Partnership prepares its consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America. These principles require
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclose contingent assets and liabilities at the date of consolidated financial
statements and report amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of CNL Income GW
Partnership, LLLP and its wholly owned subsidiaries. All significant inter-partnership
balances and transactions have been eliminated in consolidation.Subsequent EventsThe accompanying consolidated financial statements were
authorized for issue on March 31,
2010. Subsequent events were evaluated through that date.Cash and Cash EquivalentsThe Partnership considers all amounts held in highly liquid instruments with original
purchased maturities of three months or less as cash and cash equivalents. Cash and cash
equivalents consists primarily of demand deposit accounts at commercial banks. Cash accounts
maintained on behalf of the Partnership in demand deposits at commercial banks may exceed
federally insured levels; however, the Partnership has not experienced any losses in such
accounts. Management believes the credit risk associated with cash and cash equivalents to
be low due to the quality of the financial institutions in which these assets are held.Restricted CashCertain amounts of cash have been restricted under the management agreements with GW for
maintenance and replacement of furniture, fixtures and equipment at the Partnerships
Properties. Cash for the replacement of furniture, fixtures and equipment is set aside each
month as a set percentage of total gross revenues of the Properties in accordance with the
hotel management agreements and is used as necessary for the replacement of furniture,
fixtures and equipment. As of August 5, 2009 and December 31, 2008, the Partnership had
approximately $1.6 million and $1.4 million in restricted cash, respectively, to fund future
replacements.Property and EquipmentProperty and equipment is stated at cost and includes land, buildings and improvements, and
furniture, fixtures and equipment. Buildings and improvements, and furniture, fixtures and
equipment are depreciated on the straight-line method over the assets estimated useful lives
ranging from 39 to 3 years, respectively. Expenditures for major renewals and betterments
are capitalized and depreciated over the related assets estimated useful lives.
Expenditures for
repairs and maintenance are expensed when incurred.
 9




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CNL Income GW Partnership, LLLP and Subsidiaries
 Notes to Consolidated Financial Statements
Period January 1, 2009 through August 5, 2009 and the Years ended December 31, 2008 and 2007
 Other Intangible AssetsOther intangible assets represent the value assigned to the revenue stream from a condo
rental pool at the Wisconsin Dells property. The condo rental pool intangible asset is being
amortized on a straight-line basis over the average remaining life of the existing rental
pool agreements which was approximately 4.6 years.Loan CostsLoan costs incurred in connection with securing financing have been capitalized and are being
amortized over the term of the loan using the straight-line method. For the period January
1, 2009 through August 5, 2009 and the years ended December 31, 2008 and 2007, amortization
of loan cost was $62,163, $104,118 and $71,243, respectively.Revenue RecognitionThe Propertys revenues are derived from its operations and include revenues from the rental
of rooms, food and beverage sales, telephone usage, the management of a condo rental pool at
the Wisconsin Dells property and other service revenue. Revenue is recognized when rooms are
occupied and services have been performed. Cash received from customers for events occurring
after the end of each respective year have been recorded as advanced deposits in the
accompanying consolidated balance sheets.Advertising and Promotion CostsThe costs of advertising, promotional, sales and marketing programs are charged to operations
in the year incurred and are included as sales and marketing expenses in the accompanying
consolidated statement of operations. Advertising, promotional, sales and marketing costs
totaled approximately $2.3 million for the period January 1, 2009 through August 5, 2009 and
$3.3 million for each of the years ended December 31, 2008 and 2007.InventoryInventory, primarily consisting of food, beverage and operating supplies, is accounted for
using the first in, first out method and is stated at the lower of cost or market. Inventory
is recorded in prepaid expenses and other current assets in the accompanying consolidated
balance sheets.Income TaxesUnder the provisions of the Internal Revenue Code and applicable state laws, the Partnership
is only subject to taxation of income on the profits and losses from its TRS. The tax
consequences of other Partnership revenues and expenses, unrelated to the operation of the
properties, will accrue to the partners. Certain of these other revenues and expenses may be
treated differently in the Partnerships income tax return than in the accompanying
consolidated financial statements. Therefore, amounts reported in the consolidated financial
statements may not be the same as reported in the partners income tax returns.The Partnership accounts for federal and state income taxes on its TRS using the asset and
liability method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statements carrying amounts of
existing assets and liabilities and their respective tax bases and operating loss and
tax-credit carry forwards.
 10




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##### 



CNL Income GW Partnership, LLLP and Subsidiaries
 Notes to Consolidated Financial Statements
Period January 1, 2009 through August 5, 2009 and the Years ended December 31, 2008 and 2007
 Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. Valuation
allowances are established when necessary to reduce deferred tax assets to the amount
expected to be realized.The Partnership analyzes its material tax position and determined that it has not taken any
uncertain tax position within the meaning of the interpretation.LeasesThe Partnership has entered into operating leases for equipment used at its Properties. Rent
expense is recognized on a straight-line basis over the term of the leases.Impairment of Long-Lived AssetsThe Partnerships long-lived assets are tested for impairment annually or whenever events or
changes in circumstances indicate that their carrying amount may not be recoverable. The
Partnership assesses impairment by comparing the carrying value of long-lived assets to
future estimated undiscounted operating cash flows expected to be generated over the life of
the assets and from their eventual disposition. In the event the carrying amount exceeds the
estimated future undiscounted cash flows, the Partnership would recognize an impairment loss
to adjust the carrying amount of the asset to the estimated fair value. For the period
January 1, 2009 through August 5, 2009 and the years ended December 31, 2008 and 2007, the
Partnership recorded no impairment charges.Fair Value of Financial InstrumentsThe estimated fair value of cash and cash equivalents, restricted cash, accounts receivable,
due from affiliates, accounts payable, accrued expenses and due to affiliates approximates
carrying values because of the liquid nature of the assets and short maturities of the
obligations. The Partnership believes the fair value of its long-term debt was approximately
$57.7 million as of August 5, 2009 and $56.8 million as of December 31, 2008 based on
discounted cash flows at the market rates it believes it could obtain for similar borrowings
at that time.Concentration of Credit RiskFinancial instruments which potentially subject the Partnership to a concentration of credit
risk consist principally of guest and trade accounts receivable. Concentration of credit
risk with respect to guest and trade accounts receivable is limited due to the wide variety
of customers and industries to which the Properties services are sold, as well as the
dispersion of customers across many geographic areas.
 11




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##### 



CNL Income GW Partnership, LLLP and Subsidiaries
 Notes to Consolidated Financial Statements
Period January 1, 2009 through August 5, 2009 and the Years ended December 31, 2008 and 2007
 3.
    
    Property and EquipmentProperty and equipment consist of the following:
 August 5,
    
    
    December 31,2009
    
    
    2008Land and land improvements
    
    $
    7,620,110
    
    
    $
    7,611,511Building and improvements
    
    
    84,376,402
    
    
    
    82,825,136Furniture, fixtures and equipment
    
    
    30,042,595
    
    
    
    29,585,681122,039,107
    
    
    
    120,022,328Less: accumulated depreciation
    
    
    (25,707,389
    )
    
    
    (21,394,117
    )$
    96,331,718
    
    
    $
    98,628,211
 Depreciation expense for the period January 1, 2009 through August 5, 2009 and the years
ended December 31, 2008 and 2007 was $4.3 million, $7.2 million and $7.0 million,
respectively.
 4.
    
    Other Intangible AssetsThe gross carrying amount and accumulated amortization of the Partnerships other intangible
assets consist of the following :
 August 5,
    
    
    December 31,2009
    
    
    2008Condo rental pool
    
    $
    710,570
    
    
    $
    710,570Less: accumulated amortization
    
    
    (589,919
    )
    
    
    (497,399
    )$
    120,651
    
    
    $
    213,171
 Amortization expense related to condo rental pool intangible asset was $92,520 for period
January 1, 2009 through August 5, 2009 and $155,034 for the years ended December 31, 2008 and
2007. The anticipated amortization of the condo rental pool intangible asset over the next
year is $120,651.
 12




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##### 



CNL Income GW Partnership, LLLP and Subsidiaries
 Notes to Consolidated Financial Statements
Period January 1, 2009 through August 5, 2009 and the Years ended December 31, 2008 and 2007
 5.
    
    Related Party TransactionsHotel Management AgreementsThe Partnership entered into an agreement with an affiliate of GW (the Manager) to manage
the Properties. In February 2009, the Partnership amended the agreements which reduced base
management fees for 2008 and 2009 based on certain net operating income thresholds. During
2008, management fees were reduced from 4 percent of gross operating revenues to 1 percent of
gross operating revenues. During 2009, management fees were 1 percent of gross operating
revenues. The management agreement for the Great Wolf Lodge  Wisconsin Dells has a term of
10 years. The management agreement for Great Wolf Lodge  Sandusky expires on December 31,
2010. The Partnership incurred base management fees and no incentive management fees of
approximately $0.2 million for the period January 1, 2009 through August 5, 2009, $0.3
million and $1.0 million for the years ended December 31, 2008 and 2007. As of August 5,
2009, the Partnership was due approximately $2.1 million from GW relating primarily to the
reduction in management fees that were refundable to the Partnership from the Manager; this
receivable was realized through the sale of GWs interest in the Partnership on August 6,
2009. The management agreements may be terminated if certain performance thresholds are not
met, as defined in the management agreements.Licensing AgreementsThe Partnership also entered into licensing agreement with an affiliate of GW (the
Franchisor) for each property. On August 5, 2009 the licensing agreement were amended
through the sale of GWs interest in the Partnership. The Partnership incurred licensing
fees of approximately $0.9 million and $1.0 million for the years ended December 31, 2008 and
2007, respectively. Licensing fees for the period January 1, 2009 through August 5, 2009
were immaterial. The license agreement for Great Wolf Lodge  Wisconsin Dells has a term of
10 years. There is no license agreement for the Great Wolf Lodge  Sandusky.OtherThe Partnership has entered into various other agreements with GW and its affiliates to
provide services such as property insurance, health insurance, and workers compensation
insurance. The Partnership incurred $0.7 million for the period January 1, 2009 through
August 5, 2009, and $1.2 million for the years ended December 31, 2008 and 2007 for such
expenses. These amounts have been included in costs and expenses for room, food and beverage,
and other operating departments in the accompanying consolidated statements of operations.
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##### 



CNL Income GW Partnership, LLLP and Subsidiaries
 Notes to Consolidated Financial Statements
Period January 1, 2009 through August 5, 2009 and the Years ended December 31, 2008 and 2007
 6.
    
    Income TaxesUnder the provisions of the Internal Revenue Code and applicable state laws, the Partnership
is only subject to taxation of income on the profits and losses from its TRS operations. The
components of the deferred taxes recognized in the accompanying consolidated balance sheets
are as follows:
 August 5,
    
    
    December 31,2009
    
    
    2008Deferred tax asset:Net operating loss
    
    $
    12,157,488
    
    
    $
    7,829,779Other book/tax differences
    
    
    252,199
    
    
    
    341,589Total deferred tax asset
    
    
    12,409,687
    
    
    
    8,171,368Deferred tax liability:Book/tax differences in acquired assets
    
    
    1,151,776
    
    
    
    1,472,517Total deferred tax liability
    
    
    1,151,776
    
    
    
    1,472,517Net deferred tax asset
    
    
    11,257,911
    
    
    
    6,698,851Valuation allowance
    
    
    (11,257,911
    )
    
    
    (6,698,851
    )$
    
    
    
    $
    
 The types of temporary differences between the tax basis of assets and liabilities and
their financial statement reporting amounts are attributable to book/tax differences in the
acquired assets and net operating losses. The TRS had a net operating loss carry-forward for
federal and state purposes of approximately $31.0 million as of August 5, 2009 to offset
future taxable income. The estimated net operating loss carry-forward will expire as
follows: $1.4 million expiring in 2025, $4.3 million expiring in 2026, $6.6 million expiring
in 2027, $8.7 million expiring in 2028 and $10.0 expiring in 2029. The Partnership has not
recorded these potential future benefits because its TRS subsidiary does not have sufficient
historical earnings on which to base a potential future benefit.
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##### 



CNL Income GW Partnership, LLLP and Subsidiaries
 Notes to Consolidated Financial Statements
Period January 1, 2009 through August 5, 2009 and the Years ended December 31, 2008 and 2007
 7.
    
    LeasesThe Partnership is a lessee of various types of equipment used in operating the Properties.
Leases are categorized as operating leases based upon the terms in the lease agreements.Future minimum rental payments required under operating leases that have initial or remaining
non-cancelable lease terms in excess of one year as of August 5, 2009 are as follows:
 2010
    
    $
    63,5042011
    
    
    41,7292012
    
    
    5,9042013
    
    
    163$
    111,300
 Rent expense was $45,304, $75,108 and $63,756 for the period January 1, 2009 through August
5, 2009 and the years ended December 31, 2008 and 2007, respectively, and is included in
property operations in the accompanying consolidated statements of operations.
 8.
    
    Mortgage Loan PayableIn March 2006, the Partnership obtained a mortgage loan collateralized by the Properties in
the principal amount of $63.0 million. The loan bears interest at an annual rate of 6.08%,
requires monthly payments of interest-only for the first three years and equal monthly
payments of principal and interest of $380,963 thereafter until the loans maturity on March
1, 2013. Future principal payments due under the loan are as follows:
 2010
    
    $
    740,4412011
    
    
    787,3972012
    
    
    826,5692013
    
    
    60,418,133$
    62,772,540
 9.
    
    Commitments and ContingenciesFrom time to time the Partnership may be exposed to litigation arising from operations of its
business in the ordinary course of business. Management is not aware of any such litigation
that it believes will have a material adverse impact on the Partnerships financial condition
or results of operations.
 10.
    
    Subsequent EventsOn August 6, 2009, GW sold all of its interest in the joint venture to CNL LP. An affiliate
of GW continues to manage these resorts.The accompanying financial statements were authorized for
issue on March 31, 2010. Subsequent events were evaluated through
that date.
 15