##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission File Number 000-51064
 GREAT WOLF RESORTS, INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of incorporation or organization)
    
    51-0510250(I.R.S. Employer Identification No.)122 West Washington Avenue 
Madison, Wisconsin 53703
    
    53703(Zip Code)(Address of principal executive offices)
 (608) 661-4700
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



Great Wolf Resorts, Inc.
 Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2008
 INDEX
 PageNo.PART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007
    
    
    3Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months
ended March 31, 2008 and 2007
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    34Item 4. Controls and Procedures
    
    
    35PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    36Item 1A. Risk Factors
    
    
    36Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    36Item 3. Defaults Upon Senior Securities
    
    
    36Item 4. Submission of Matters to a Vote of Security Holders
    
    
    36Item 5. Other Information
    
    
    36Item 6. Exhibits
    
    
    36Signatures
    
    
    38Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a)Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a)Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 GREAT WOLF RESORTS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands, except per share amounts)
 March 31,
    
    
    December 31,2008
    
    
    2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    60,492
    
    
    $
    18,597Accounts receivable, net of allowance for doubtful accounts of $99 and $113
    
    
    1,738
    
    
    
    2,373Accounts receivable  unconsolidated related parties
    
    
    8,636
    
    
    
    3,973Inventory
    
    
    4,756
    
    
    
    4,632Other current assets
    
    
    3,386
    
    
    
    2,869Total current assets
    
    
    79,008
    
    
    
    32,444Property and equipment, net
    
    
    638,728
    
    
    
    617,697Investments in and advances to unconsolidated related parties
    
    
    63,502
    
    
    
    59,148Other assets
    
    
    23,029
    
    
    
    20,257Other intangible assets
    
    
    23,829
    
    
    
    23,829Goodwill
    
    
    17,430
    
    
    
    17,430Total assets
    
    $
    845,526
    
    
    $
    770,805LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    134,085
    
    
    $
    78,752Accounts payable
    
    
    25,360
    
    
    
    18,471Accrued payroll
    
    
    1,963
    
    
    
    3,644Accrued expenses
    
    
    19,405
    
    
    
    17,132Accrued expenses  unconsolidated related parties
    
    
    61
    
    
    
    124Advance deposits
    
    
    12,900
    
    
    
    8,211Gift certificates payable
    
    
    4,189
    
    
    
    4,670Total current liabilities
    
    
    197,963
    
    
    
    131,004Mortgage debt
    
    
    236,718
    
    
    
    225,042Other long-term debt
    
    
    92,434
    
    
    
    92,508Other long-term liabilities
    
    
    2,118
    
    
    
    2,232Deferred tax liability
    
    
    5,441
    
    
    
    7,597Deferred compensation liability
    
    
    1,744
    
    
    
    2,029Total liabilities
    
    
    536,418
    
    
    
    460,412Commitments and contingenciesStockholders equity:Common stock, $0.01 par value; 250,000,000 shares authorized;
30,841,238 and 30,698,683 shares issued and outstanding, at March
31, 2008, and December 31, 2007, respectively
    
    
    308
    
    
    
    307Additional paid-in-capital
    
    
    401,207
    
    
    
    399,759Preferred stock, $0.01 par value, 10,000,000 shares authorized, no
shares issued or outstanding at March 31, 2008 and December 31,
2007
    
    
    
    
    
    
    Accumulated deficit
    
    
    (89,413
    )
    
    
    (87,086
    )Deferred compensation
    
    
    (2,200
    )
    
    
    (2,200
    )Accumulated other comprehensive loss, net of tax
    
    
    (794
    )
    
    
    (387
    )Total stockholders equity
    
    
    309,108
    
    
    
    310,393Total liabilities and stockholders equity
    
    $
    845,526
    
    
    $
    770,805
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GREAT WOLF RESORTS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 AND COMPREHENSIVE INCOME (LOSS)
 (Unaudited; dollars in thousands, except per share data)
 Three months endedMarch 31,2008
    
    
    2007Revenues:Rooms
    
    $
    38,866
    
    
    $
    28,872Food and beverage
    
    
    10,428
    
    
    
    7,790Other hotel operations
    
    
    9,570
    
    
    
    6,984Management and other fees
    
    
    766
    
    
    
    607Management and other fees  related parties
    
    
    1,095
    
    
    
    1,17160,725
    
    
    
    45,424Other revenue from managed properties  related parties
    
    
    3,483
    
    
    
    3,035Total revenues
    
    
    64,208
    
    
    
    48,459Operating expenses by department:Rooms
    
    
    5,147
    
    
    
    4,155Food and beverage
    
    
    7,993
    
    
    
    6,653Other
    
    
    7,277
    
    
    
    5,712Other operating expenses:Selling, general and administrative
    
    
    13,398
    
    
    
    13,122Property operating costs
    
    
    11,829
    
    
    
    7,883Depreciation and amortization
    
    
    11,019
    
    
    
    8,64456,663
    
    
    
    46,169Other expenses from managed properties  related parties
    
    
    3,483
    
    
    
    3,035Total operating expenses
    
    
    60,146
    
    
    
    49,204Net operating income (loss)
    
    
    4,062
    
    
    
    (745
    )Investment income  related parties
    
    
    (451
    )
    
    
    Interest income
    
    
    (490
    )
    
    
    (1,155
    )Interest expense
    
    
    6,907
    
    
    
    3,693Loss before income taxes, minority interests, and equity in
losses of unconsolidated related parties
    
    
    (1,904
    )
    
    
    (3,283
    )Income tax benefit
    
    
    (805
    )
    
    
    (1,026
    )Minority interests, net of tax
    
    
    
    
    
    
    (316
    )Equity in losses of unconsolidated related parties, net of tax
    
    
    1,228
    
    
    
    64Net loss
    
    $
    (2,327
    )
    
    $
    (2,005
    )Other comprehensive loss, net of tax:Unrealized loss on interest rate swaps
    
    
    407
    
    
    
    Comprehensive loss
    
    $
    (2,734
    )
    
    $
    (2,005
    )Net loss per share-basic
    
    $
    (0.08
    )
    
    $
    (0.07
    )Net loss per share-diluted
    
    $
    (0.08
    )
    
    $
    (0.07
    )Weighted average common shares outstanding:Basic
    
    
    30,665,162
    
    
    
    30,426,130Diluted
    
    
    30,665,162
    
    
    
    30,426,130
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GREAT WOLF RESORTS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited; dollars in thousands)
 Three months endedMarch 312008
    
    
    2007Operating activities:Net loss
    
    $
    (2,327
    )
    
    $
    (2,005
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    11,019
    
    
    
    8,644Non-cash employee compensation expense
    
    
    26
    
    
    
    629Equity in losses of unconsolidated related parties
    
    
    2,127
    
    
    
    94Minority interests
    
    
    
    
    
    
    (461
    )Deferred tax benefit
    
    
    (1,782
    )
    
    
    (911
    )Changes in operating assets and liabilities:Accounts receivable and other assets
    
    
    (5,235
    )
    
    
    (1,816
    )Accounts payable, accrued expenses and other liabilities
    
    
    1,366
    
    
    
    155Net cash provided by operating activities
    
    
    5,194
    
    
    
    4,329Investing activities:Capital expenditures for property and equipment
    
    
    (19,860
    )
    
    
    (43,592
    )Investments in unconsolidated related parties
    
    
    (6,600
    )
    
    
    Investment in development
    
    
    (1,067
    )
    
    
    (8,571
    )(Increase) decrease in restricted cash
    
    
    49
    
    
    
    (19
    )(Increase) decrease in escrows
    
    
    (1,777
    )
    
    
    638Net cash used in investing activities
    
    
    (29,255
    )
    
    
    (51,544
    )Financing activities:Principal payments on long-term debt
    
    
    (400
    )
    
    
    (348
    )Proceeds from issuance of long-term debt
    
    
    67,335
    
    
    
    13,503Payment of loan costs
    
    
    (979
    )
    
    
    Net cash provided by financing activities
    
    
    65,956
    
    
    
    13,155Net increase (decrease) in cash and cash equivalents
    
    
    41,895
    
    
    
    (34,060
    )Cash and cash equivalents, beginning of period
    
    
    18,597
    
    
    
    96,778Cash and cash equivalents, end of period
    
    $
    60,492
    
    
    $
    62,718Supplemental Cash Flow InformationCash paid for interest, net of capitalized interest
    
    $
    6,760
    
    
    $
    3,377Cash paid for income taxes
    
    $
    92
    
    
    $
    147Non-cash items:Construction in process accruals
    
    $
    11,764
    
    
    $
    895
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GREAT WOLF RESORTS, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, dollars in thousands, except per share amounts)
 1. ORGANIZATION
  Business Summary
 ® tm
   Number of
    
    Number of
    
    IndoorOwnership
    
    Opened/
    
    Guest
    
    Condo
    
    EntertainmentPercentage
    
    Opening
    
    Suites
    
    Units (1)
    
    Area (2)(Approx.
ft2)Existing Resorts:Wisconsin Dells, WI (3)
    
    
    30.32
    %
    
    
    1997
    
    
    
    308
    
    
    
    77
    
    
    
    102,000Sandusky, OH (3)
    
    
    30.32
    %
    
    
    2001
    
    
    
    271
    
    
    
    
    
    
    
    41,000Traverse City, MI
    
    
    100
    %
    
    
    2003
    
    
    
    280
    
    
    
    
    
    
    
    57,000Kansas City, KS
    
    
    100
    %
    
    
    2003
    
    
    
    281
    
    
    
    
    
    
    
    57,000Sheboygan, WI
    
    
    100
    %
    
    
    2004
    
    
    
    182
    
    
    
    64
    
    
    
    54,000Williamsburg, VA
    
    
    100
    %
    
    
    2005
    
    
    
    405
    
    
    
    
    
    
    
    87,000Pocono Mountains, PA
    
    
    100
    %
    
    
    2005
    
    
    
    401
    
    
    
    
    
    
    
    101,000Niagara Falls, ONT (4)
    
    
    
    
    
    
    2006
    
    
    
    406
    
    
    
    
    
    
    
    104,000Mason, OH
    
    
    100
    %
    
    
    2006
    
    
    
    401
    
    
    
    
    
    
    
    105,000Grapevine, TX (5)
    
    
    100
    %
    
    
    2007
    
    
    
    402
    
    
    
    
    
    
    
    110,000Grand Mound, WA (6)
    
    
    49
    %
    
    March 2008
    
    
    398
    
    
    
    
    
    
    
    74,000Resorts Under Construction:Concord, NC (7)
    
    
    100
    %
    
    Spring 2009
    
    
    402
    
    
    
    
    
    
    
    97,000
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(1)
    
    Condominium units are individually owned by third parties and are managed by us.(2)
    
    Our indoor entertainment areas generally include our indoor waterpark, game
arcade, childrens activity room, family tech center, MagiQuest and fitness
room, as well as our Aveda® spa in the resorts that have such
amenities.(3)
    
    These properties are owned by a joint venture. CNL Income Properties, Inc.
(CNL), a real estate investment trust focused on leisure and lifestyle
properties, owns a 69.68% interest in the joint venture, and we own a 30.32%
interest. We operate the properties and license the Great Wolf Lodge brand to
the joint venture under long-term agreements through October 2020, subject to
earlier termination in certain situations.(4)
    
    An affiliate of Ripley Entertainment, Inc. (Ripley), our licensee, owns this
resort. We have granted Ripley a license to use the Great Wolf Lodge name for
this resort through April 2016. We manage the resort on behalf of Ripley and
also provide central reservation services.(5)
    
    In late 2007, we began construction on an additional 203 suites and
20,000 square feet of meeting space as an expansion of this resort. Expected
completion of the expansion is early 2009.(6)
    
    This property is owned by a joint venture with The Confederated Tribes of the
Chehalis Reservation (Chehalis). We operate the resort under our Great Wolf
Lodge brand. Chehalis has leased the land needed for the resort to the joint
venture, and they have a majority equity interest in the joint venture. The
resort opened in March 2008.(7)
    
    We have announced plans to develop a Great Wolf Lodge resort in Concord, North
Carolina. The Northwoods-themed, approximately 402-suite resort will provide a
comprehensive package of first-class destination lodging amenities and
activities. Construction on the resort began in October 2007 with expected
completion in Spring 2009. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 General
  Principles of Consolidation
 Investments in and Advances to Related Parties
 §
    
    A 30.32% interest in a joint venture that owns Great Wolf Lodge resorts in Wisconsin
Dells, Wisconsin and Sandusky, Ohio.§
    
    A 49% interest in a joint venture that owns the Great Wolf Lodge resort in Grand
Mound, Washington.
 
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Minority Interest 
 Income Taxes
 Other Comprehensive Income
 Segments
 
    
    resort ownership/operation-revenues derived from our consolidated owned resorts;
    
    resort third-party management-revenues derived from management, license and other
related fees from unconsolidated managed resorts; and
    
    condominium sales-revenues derived from sales of condominium units to third-party
owners.
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Resort
    
    
    Resort
    
    
    
    
    
    
    
    
    
    
    Totals perOwnership/
    
    
    Third-Party
    
    
    Condominium
    
    
    
    
    
    
    FinancialOperation
    
    
    Management
    
    
    Sales
    
    
    Other
    
    
    StatementsThree months ended March 31,
2008Revenues
    
    $
    58,864
    
    
    $
    5,344
    
    
    $
    
    
    
    $
    
    
    
    $
    64,208EBITDA, excluding certain
items
    
    
    13,834
    
    
    
    1,860
    
    
    
    
    
    
    
    (613
    )
    
    $
    15,081Depreciation and amortization
    
    
    (10,844
    )
    
    
    
    
    
    
    
    
    
    
    (175
    )
    
    
    (11,019
    )Investment income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    451Interest expense, net of
interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,417
    )Loss before income taxes,
minority interests, and
Equity in losses of
unconsolidated related
parties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (1,904
    )Additions to long-lived assets
    
    
    19,550
    
    
    
    
    
    
    
    
    
    
    
    310
    
    
    $
    19,860Total assets
    
    
    676,285
    
    
    
    9,055
    
    
    
    
    
    
    
    160,186
    
    
    $
    845,526
 Resort
    
    
    Resort
    
    
    
    
    
    
    
    
    
    
    Totals perOwnership/
    
    
    Third-Party
    
    
    Condominium
    
    
    
    
    
    
    FinancialOperation
    
    
    Management
    
    
    Sales
    
    
    Other
    
    
    StatementsThree months ended March 31,
2007Revenues
    
    $
    43,647
    
    
    $
    4,812
    
    
    $
    
    
    
    $
    
    
    
    $
    48,459EBITDA, excluding certain
items
    
    
    8,422
    
    
    
    1,778
    
    
    
    
    
    
    
    (2,301
    )
    
    $
    7,899Depreciation and amortization
    
    
    (8,417
    )
    
    
    
    
    
    
    
    
    
    
    (227
    )
    
    
    (8,644
    )Interest expense, net of
interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,538
    )Loss before income taxes,
minority interests, and
Equity in losses of
unconsolidated related
parties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (3,283
    )Additions to long-lived assets
    
    
    43,354
    
    
    
    
    
    
    
    
    
    
    
    238
    
    
    $
    43,592Total assets
    
    
    622,480
    
    
    
    2,319
    
    
    
    
    
    
    
    67,645
    
    
    $
    692,444
  Recent Accounting Pronouncements
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3. SHARE-BASED COMPENSATION
    Stock Options
  10




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##### Table of Contents



WeightedWeighted
    
    AverageAverage
    
    RemainingExercise
    
    ContractualShares
    
    Price
    
    LifeNumber of shares under option:Outstanding at beginning of period
    
    
    987,000
    
    
    $
    17.29Granted
    
    
    Exercised
    
    
    Forfeited
    
    
    (1,000
    )
    
    $
    17.00Outstanding at end of period
    
    
    986,000
    
    
    $
    17.29
    
    
    6.78 yearsExercisable at end of period
    
    
    954,004
    
    
    $
    17.24
    
    
    6.75 years
  Market Condition Share Awards
    
    
    84,748 are based on our common stocks performance in 2008 relative to a stock
index, as designated by the Compensation Committee of the Board of
Directors. These shares vest ratably over a three-year period, 2008-2010. The per share fair value
of these market condition shares was $1.63.The fair value of these market condition shares was determined using a Monte Carlo
simulation and the following assumptions:
 Dividend yield
    
    
    Weighted average, risk free interest rate
    
    
    2.05
    %Expected stock price volatility
    
    
    34.98
    %Expected stock price volatility (small-cap stock index)
    
    
    20.08
    %
 We used an expected dividend yield of 0% as we do not currently pay a dividend and do
not contemplate paying a dividend in the foreseeable future. The weighted average,
risk free interest rate is based on the one-year T-bill rate. Our expected stock price
volatility was estimated using daily returns data of our stock
 11




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for a two-year period ending on the grant date. The expected stock price volatility
for the small cap stock index was estimated using daily returns data for a two-year
period ending on the grant date.
  
    
    53,006 are based on our common stocks performance in 2007 relative to a stock
index, as designated by the Compensation Committee of the Board of
Directors. These shares vest ratably over a three-year period, 2007-2009. The per share fair value
of these market condition shares was $7.25.The fair value of these market condition shares was determined using a Monte Carlo
simulation and the following assumptions:
 Dividend yield
    
    
    Weighted average, risk free interest rate
    
    
    5.05
    %Expected stock price volatility
    
    
    42.13
    %Expected stock price volatility (small-cap stock index)
    
    
    16.64
    %
 We used an expected dividend yield of 0% as we do not currently pay a dividend and do
not contemplate paying a dividend in the foreseeable future. The weighted average,
risk free interest rate is based on the one-year T-bill rate. Our expected stock price
volatility was estimated using daily returns data of our stock for a two-year period
ending on the grant date. The expected stock price volatility for the small cap stock
index was estimated using daily returns data for a two-year period ending on the grant
date.
    
    81,293 are based on our common stocks absolute performance during the three-year
period 2007-2009. Half of these shares vest on December 31, 2009, and the other
half vest on December 31, 2010. The per share fair value of
these market condition shares was $6.65.The fair value of these market condition shares was determined using a Monte Carlo
simulation and the following assumptions:
 Dividend yield
    
    
    Weighted average, risk free interest rate
    
    
    4.73
    %Expected stock price volatility
    
    
    42.13
    %
 We used an expected dividend yield of 0% as we do not currently pay a dividend and do
not contemplate paying a dividend in the foreseeable future. The weighted average,
risk free interest rate is based on the four-year T-bill rate. Our expected stock
price volatility was estimated using daily returns data of our stock for a two-year
period ending on the grant date.
    
    81,293 are based on our common stocks performance in 2007-2009 relative to a
stock index, as designated by the Compensation Committee of the Board of Directors.
Half of these shares vest on December 31, 2009, and the other half vest on December
31, 2010. The per share fair value of these market condition shares was $8.24.The fair value of these market condition shares was determined using a Monte Carlo
simulation and the following assumptions:
 Dividend yield
    
    
    Weighted average, risk free interest rate
    
    
    4.73
    %Expected stock price volatility
    
    
    42.13
    %Expected stock price volatility (small-cap stock index)
    
    
    16.64
    %
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We used an expected dividend yield of 0% as we do not currently pay a dividend and do
not contemplate paying a dividend in the foreseeable future. The weighted average,
risk free interest rate is based on the four-year T-bill rate. Our expected stock
price volatility was estimated using daily returns data of our stock for a two-year
period ending on the grant date. The expected stock price volatility for the small
cap stock index was estimated using daily returns data for a two-year period ending on
the grant date.
 Performance Share Awards
   Deferred Compensation Awards
  Non-vested Shares
   13




---



##### Table of Contents



WeightedAverageGrant Date
    
    AggregateShares
    
    Fair Value
    
    Intrinsic ValueNon-vested shares balance at beginning of period
    
    
    333,111Granted
    
    
    13,895
    
    
    $
    7.87Forfeited
    
    
    (12,000
    )
    
    $
    10.39Vested
    
    
    (38,800
    )
    
    $
    11.65Non-vested shares balance at end of period
    
    
    296,206
    
    
    $
    12.33
    
    
    $
    
  Vested Shares
 . .
 4. PROPERTY AND EQUIPMENT
  March 31,
    
    
    December 31,2008
    
    
    2007Land and improvements
    
    $
    51,684
    
    
    $
    51,398Building and improvements
    
    
    325,740
    
    
    
    289,768Furniture, fixtures and equipment
    
    
    309,194
    
    
    
    334,836Construction in process
    
    
    40,745
    
    
    
    19,737727,363
    
    
    
    695,739Less accumulated depreciation
    
    
    (88,635
    )
    
    
    (78,042
    )Property and equipment, net
    
    $
    638,728
    
    
    $
    617,697
  14




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##### Table of Contents



5. LONG-TERM DEBT
  March 31,
    
    
    December 31,2008
    
    
    2007Long-Term Debt:Traverse City/Kansas City mortgage loan
    
    $
    71,210
    
    
    $
    71,542Mason mortgage loan
    
    
    76,800
    
    
    
    76,800Pocono Mountains mortgage loan
    
    
    97,000
    
    
    
    97,000Williamsburg mortgage loan
    
    
    55,000
    
    
    
    Grapevine construction loan
    
    
    70,595
    
    
    
    58,260Junior subordinated debentures
    
    
    80,545
    
    
    
    80,545Other Debt:City of Sheboygan bonds
    
    
    8,440
    
    
    
    8,465City of Sheboygan loan
    
    
    3,647
    
    
    
    3,690463,237
    
    
    
    396,302Less current portion of long-term debt
    
    
    (134,085
    )
    
    
    (78,752
    )Total long-term debt
    
    $
    329,152
    
    
    $
    317,550
 Traverse City/Kansas City Mortgage Loan
 Mason Mortgage Loan
  Pocono Mountains Mortgage Loan 
 15




---



##### Table of Contents



Williamsburg Mortgage Loan 
 Grapevine Construction Loan
  Junior Subordinated Debentures
     16




---



##### Table of Contents



City of Sheboygan Bonds
 City of Sheboygan Loan
 Future Maturities
 ThroughMarch 31,2009
    
    $
    134,0852010
    
    
    3,5102011
    
    
    4,2072012
    
    
    71,8902013
    
    
    3,471Thereafter
    
    
    246,074Total
    
    $
    463,237
 6. COMPREHENSIVE INCOME
  7. EARNINGS PER SHARE
   17




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##### Table of Contents



Three months endedMarch 31,2008
    
    2007Net loss attributable to common shares
    
    $
    (2,327
    )
    
    $
    (2,005
    )Weighted average common shares outstanding  basic
    
    
    30,665,162
    
    
    
    30,426,130Weighted average common shares outstanding  diluted
    
    
    30,665,162
    
    
    
    30,426,130Net loss per share  basic
    
    $
    (0.08
    )
    
    $
    (0.07
    )Net loss per share  diluted
    
    $
    (0.08
    )
    
    $
    (0.07
    )
 8. SUBSEQUENT EVENTS
   
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion should be read in conjunction with the financial statements and notes
thereto appearing elsewhere in this report. 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 our Annual Report on Form
10-K entitled, Forward-Looking Statements. All dollar amounts in this discussion, except for per
share data and operating statistics, are in thousands.
 Overview
  Business.
 18




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##### Table of Contents



®
   Number
    
    Numberof
    
    of
    
    IndoorOwnership
    
    Opened/
    
    Guest
    
    Condo
    
    EntertainmentPercentage
    
    Opening
    
    Suites
    
    Units (1)
    
    Area (2)(Approx.
ft2)Existing Resorts:Wisconsin Dells, WI (3)
    
    
    30.32
    %
    
    
    1997
    
    
    
    308
    
    
    
    77
    
    
    
    102,000Sandusky, OH (3)
    
    
    30.32
    %
    
    
    2001
    
    
    
    271
    
    
    
    
    
    
    
    41,000Traverse City, MI
    
    
    100
    %
    
    
    2003
    
    
    
    280
    
    
    
    
    
    
    
    57,000Kansas City, KS
    
    
    100
    %
    
    
    2003
    
    
    
    281
    
    
    
    
    
    
    
    57,000Sheboygan, WI
    
    
    100
    %
    
    
    2004
    
    
    
    182
    
    
    
    64
    
    
    
    54,000Williamsburg, VA
    
    
    100
    %
    
    
    2005
    
    
    
    405
    
    
    
    
    
    
    
    87,000Pocono Mountains, PA
    
    
    100
    %
    
    
    2005
    
    
    
    401
    
    
    
    
    
    
    
    101,000Niagara Falls, ONT (4)
    
    
    
    
    
    
    2006
    
    
    
    406
    
    
    
    
    
    
    
    104,000Mason, OH
    
    
    100
    %
    
    
    2006
    
    
    
    401
    
    
    
    
    
    
    
    105,000Grapevine, TX (5)
    
    
    100
    %
    
    
    2007
    
    
    
    402
    
    
    
    
    
    
    
    110,000Grand Mound, WA (6)
    
    
    49
    %
    
    March 2008
    
    
    398
    
    
    
    
    
    
    
    74,000Resorts Under Construction:Concord, NC (7)
    
    
    100
    %
    
    Spring 2009
    
    
    402
    
    
    
    
    
    
    
    97,000
 
 (1)
    
    Condominium units are individually owned by third parties and are managed by us.(2)
    
    Our indoor entertainment areas generally include our indoor waterpark, game
arcade, childrens activity room, family tech center, MagiQuest and fitness
room, as well as our Aveda® spa in the resorts that have such
amenities.(3)
    
    These properties are owned by a joint venture. CNL Income Properties, Inc.
(CNL), a real estate investment trust focused on leisure and lifestyle
properties, owns a 69.68% interest in the joint venture, and we own a 30.32%
interest. We operate the properties and license the Great Wolf Lodge brand to
the joint venture under long-term agreements through October 2020, subject to
earlier termination in certain situations.(4)
    
    An affiliate of Ripley Entertainment, Inc. (Ripley), our licensee, owns this
resort. We have granted Ripley a license to use the Great Wolf Lodge name for
this resort through April 2016. We manage the resort on behalf of Ripley and
also provide central reservation services.(5)
    
    In late 2007, we began construction on an additional 203 suites and
20,000 square feet of meeting space as an expansion of this resort. Expected
completion of the expansion is early 2009.(6)
    
    This property is owned by a joint venture with The Confederated Tribes of the
Chehalis Reservation (Chehalis). We operate the resort under our Great Wolf
Lodge brand. Chehalis has leased the land needed for the resort to the joint
venture, and they have a majority equity interest in the joint venture. The
resort opened in March 2008.(7)
    
    We have announced plans to develop a Great Wolf Lodge resort in Concord, North
Carolina. The Northwoods- 19




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##### Table of Contents



themed, approximately 402-suite resort will provide a
comprehensive package of first-class destination lodging amenities and
activities. Construction on the resort began in October 2007 with expected
completion in Spring 2009. Industry Trends.
    Outlook.
   20




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##### Table of Contents



Revenue and Key Performance Indicators.
 
    
    Monitoring our historical trends for occupancy and estimating our high occupancy nights;
    
    Offering the highest discounts to previous guests in off-peak periods to build customer
loyalty and enhance our ability to charge higher rates in peak periods;
    
    Structuring rates to allow us to offer our previous guests the best rate while
simultaneously working with a promotional partner or offering internet specials;
    
    Monitoring sales of room types daily to evaluate the effectiveness of offered discounts;
and
 21




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##### Table of Contents




    
    Offering specials on standard suites and yielding better rates on larger suites when
standard suites sell out.
   
    
    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
    
    Earnings before interest, taxes, depreciation and amortization, or 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.
  
    
    Total RevPAR is calculated by dividing total revenue by total available rooms.
    
    Total Rev POR is calculated by dividing total revenue by total occupied rooms.
   22




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##### Table of Contents



Critical Accounting Policies and Estimates
   Recent Accounting Pronouncements
      23




---



##### Table of Contents



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.
   Three months endedMarch 31,2008
    
    
    2007Net loss
    
    $
    (2,327
    )
    
    $
    (2,005
    )Adjustments:Interest expense, net of interest income
    
    
    6,417
    
    
    
    2,538Income tax benefit
    
    
    (1,704
    )
    
    
    (911
    )Depreciation and amortization
    
    
    11,019
    
    
    
    8,644EBITDA
    
    $
    13,405
    
    
    $
    8,266
 24




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##### Table of Contents



Results of Operations
 General
   
    
    our subsidiary entity that provides resort development and management/licensing services;
    
    our Traverse City, Kansas City, Sheboygan, Williamsburg, Pocono Mountains, Mason and
Grapevine operating resorts;
    
    equity interests in resorts in which we have ownership interests but which we do not
consolidate; and
    
    our resorts that are under construction which we will consolidate.
 Revenues.
 
    
    lodging revenue, which includes rooms, food and beverage, and other department revenues from
our resorts;
    
    management fee and other revenue from resorts, which includes fees received under our
management, license, development and construction management agreements; and
    
    other revenue from managed properties. We employ the staff at our managed properties
(except for the Niagara Falls resort). Under our management agreements, the resort owners
reimburse us for payroll, benefits and certain other costs related to the operations of the
managed properties. Emerging Issues Task Force, or EITF, Issue No. 01-14, Income Statement
Characteristics of Reimbursements for Out-of-Pocket Expenses (EITF 01-14), establishes
standards for accounting for reimbursable expenses in our statements of operations. Under
this pronouncement, the reimbursement of payroll, benefits and costs is recorded as revenue
on our statements of operations, with a corresponding expense recorded as other expenses
from managed properties.
 Operating Expenses.
  
    
    selling, general and administrative expenses, which are associated with the operations
and 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, such as utility costs and property taxes;
    
    depreciation and amortization; and
 25




---



##### Table of Contents




    
    other expenses from managed properties, which are recorded as an expense in accordance
with EITF 01-14.
 Three months ended March 31, 2008, compared with the three months ended March 31, 2007
  All Properties (a)
    
    Same Store Comparison (b)Three months
    
    Three months
    
    Three monthsended
    
    ended
    
    ended
    
    Increase (Decrease)March 31, 2008
    
    March 31, 2008
    
    March 31, 2007
    
    $
    
    %Occupancy
    
    
    62.4
    %
    
    
    64.0
    %
    
    
    64.2
    %
    
    
    N/A
    
    
    
    (0.3
    )%ADR
    
    $
    269.67
    
    
    $
    265.80
    
    
    $
    248.21
    
    
    $
    17.59
    
    
    
    7.1
    %RevPAR
    
    $
    168.32
    
    
    $
    170.01
    
    
    $
    159.46
    
    
    $
    10.55
    
    
    
    6.6
    %Total RevPOR
    
    $
    413.15
    
    
    $
    402.97
    
    
    $
    378.74
    
    
    $
    24.23
    
    
    
    6.4
    %Total RevPAR
    
    $
    257.88
    
    
    $
    257.75
    
    
    $
    243.32
    
    
    $
    14.43
    
    
    
    5.9
    %
 
 (a)
    
    Includes results for properties that were open for any portion of the period, for all owned
and/or managed resorts.(b)
    
    Same store comparison includes properties that were open for the full periods in 2008 and
2007 (that is, our Wisconsin Dells, Sandusky, Traverse City, Kansas City, Sheboygan,
Williamsburg, Poconos, Niagara Falls and Mason resorts).    Three months endedMarch 31,Increase2008
    
    2007
    
    (Decrease)Revenues
    
    $
    64,208
    
    
    $
    48,459
    
    
    $
    15,749Operating expenses:Departmental operating expenses
    
    
    20,417
    
    
    
    16,520
    
    
    
    3,897Selling, general and administrative
    
    
    13,398
    
    
    
    13,122
    
    
    
    276Property operating costs
    
    
    11,829
    
    
    
    7,883
    
    
    
    3,946Depreciation and amortization
    
    
    11,019
    
    
    
    8,644
    
    
    
    2,375Net operating income (loss)
    
    
    4,062
    
    
    
    (745
    )
    
    
    4,807Interest expense, net of interest income
    
    
    6,417
    
    
    
    2,538
    
    
    
    3,879Income tax benefit
    
    
    (805
    )
    
    
    (1,026
    )
    
    
    221Net loss
    
    
    (2,327
    )
    
    
    (2,005
    )
    
    
    (322
    )
 Revenues.
 26




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##### Table of Contents



Operating expenses.
 
    
    Departmental expenses increased by $3,897 for the three months ended March 31, 2008, as
compared to the three months ended March 31, 2007, due primarily to the opening of our
Grapevine resort and the expansion of our Williamsburg resort that was completed in late
March 2007.
    
    Resort-related selling, general and administrative expenses increased by $1,785 due
primarily to the opening of our Grapevine resort and increased marketing efforts at our
Williamsburg, Pocono Mountains and Mason resorts. This increase was partially offset by a
decrease in corporate selling, general and administrative expenses of $1,509 due primarily
to more capitalizable labor, because of increased development activity for the three months
ended March 31, 2008, as compared to the three months ended March 31, 2007.
    
    Total property operating costs (exclusive of opening costs) increased $2,692 for the
three months ended March 31, 2008, as compared to the three months ended March 31, 2007,
due primarily to the opening of our Grapevine resort. Opening costs related to our resorts
were $3,580 for the three months ended March 31, 2008, as compared to $2,327 for the three
months ended March 31, 2007.
    
    Total depreciation and amortization increased mainly due to the opening of our Grapevine
resort and the expansion of our Williamsburg resort that was completed in late March 2007.
The total increase in depreciation and amortization at these two resorts was $1,954 during
the three months ended March 31, 2008 as compared to three months ended March 31, 2007.
 Net operating income.
 Net loss.
 
    
    An increase in net interest expense of $3,879 mainly due to interest expense on mortgage
debt related to our Williamsburg and Grapevine resorts, hedge fees related to a terminated
debt transaction related to our Williamsburg resort and interest expense on our Trust
Preferred Securities debt issued in June 2007; and
    
    An decrease of $221 in income tax benefit recorded in the three months ended March 31,
2008, as compared to the three months ended March 31, 2007.
  Segments
  
    
    resort ownership/operation-revenues derived from our consolidated owned resorts;
    
    resort third-party management-revenues derived from management, license and other
related fees from unconsolidated managed resorts; and
    
    condominium sales-revenues derived from sales of condominium units to third-party
owners.
  27




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##### Table of Contents



Three months endedMarch 31,2008
    
    2007
    
    IncreaseResort Ownership/OperationRevenues
    
    $
    58,864
    
    
    $
    43,647
    
    
    $
    15,217EBITDA, excluding certain items
    
    
    13,834
    
    
    
    8,422
    
    
    
    5,412Resort Third-Party MgmtRevenues
    
    
    5,344
    
    
    
    4,812
    
    
    
    532EBITDA, excluding certain items
    
    
    1,860
    
    
    
    1,778
    
    
    
    82Condominium SalesRevenues
    
    
    
    
    
    
    
    
    
    
    EBITDA, excluding certain items
    
    
    
    
    
    
    
    
    
    
    OtherRevenues
    
    
    
    
    
    
    
    
    
    
    EBITDA, excluding certain items
    
    
    (613
    )
    
    
    (2,301
    )
    
    
    1,688
  Liquidity and Capital Resources
  March 31,
    
    
    December 31,2008
    
    
    2007Long-Term Debt:Traverse City/Kansas City mortgage loan
    
    $
    71,210
    
    
    $
    71,542Mason mortgage loan
    
    
    76,800
    
    
    
    76,800Pocono Mountains mortgage loan
    
    
    97,000
    
    
    
    97,000Williamsburg mortgage loan
    
    
    55,000
    
    
    
    Grapevine construction loan
    
    
    70,595
    
    
    
    58,260Junior subordinated debentures
    
    
    80,545
    
    
    
    80,545Other Debt:City of Sheboygan bonds
    
    
    8,440
    
    
    
    8,465City of Sheboygan loan
    
    
    3,647
    
    
    
    3,690463,237
    
    
    
    396,302Less current portion of long-term debt
    
    
    (134,085
    )
    
    
    (78,752
    )Total long-term debt
    
    $
    329,152
    
    
    $
    317,550
 Traverse City/Kansas City Mortgage Loan
 28




---



##### Table of Contents



Mason Mortgage Loan
  Pocono Mountains Mortgage Loan 
 Williamsburg Mortgage Loan 
 Grapevine Construction Loan
  29




---



##### Table of Contents



Junior Subordinated Debentures
      City of Sheboygan Bonds
 City of Sheboygan Loan
 30




---



##### Table of Contents



Future Maturities
 ThroughMarch 31,2009
    
    $
    134,0852010
    
    
    3,5102011
    
    
    4,2072012
    
    
    71,8902013
    
    
    3,471Thereafter
    
    
    246,074Total
    
    $
    463,237
 Short-Term Liquidity Requirements
  
    
    recurring maintenance, repairs and other operating expenses necessary to properly
maintain and operate our resorts;
    
    property taxes and insurance expenses;
    
    interest expense and scheduled principal payments on outstanding indebtedness;
    
    general and administrative expenses; and
    
    income taxes.
  Long-Term Liquidity Requirements
  
    
    scheduled debt maturities;
    
    costs associated with the development of new resorts;
    
    renovations, expansions and other non-recurring capital expenditures that need to be
made periodically to our resorts; and
    
    capital contributions and loans to unconsolidated joint ventures.
  31




---



##### Table of Contents



Off Balance Sheet Arrangements
  
    
    Our joint venture with CNL Income Properties, Inc. (CNL) owns two resorts, Great Wolf
Lodge-Wisconsin Dells, Wisconsin and Great Wolf Lodge-Sandusky, Ohio. We are a limited
partner in the CNL joint venture with a 30.32% ownership interest. At March 31, 2008, the
joint venture had aggregate outstanding indebtedness to third parties of $63,000. This
loan is a mortgage loan that is non-recourse to us.
    
    We entered into our joint venture with The Confederated Tribes of the Chehalis
Reservation to develop a Great Wolf Lodge resort and conference center on a 39-acre land
parcel in Grand Mound, Washington. This resort opened in March 2008. This joint venture
is a limited liability company; we are a member of that limited liability company with a
49% ownership interest. At March 31, 2008, the joint venture had aggregate outstanding
indebtedness to third parties of $78,078. We have provided a 49% guarantee on mortgage
debt obtained by the Grand Mound joint venture. In the first quarter of 2008, we made a
combined loan and equity contribution of $5,522 to the joint venture to fund a portion of
construction costs of the resort.
  32




---



##### Table of Contents



Contractual Obligations
  Payment TermsMoreLess Than
    
    
    
    
    
    
    
    
    
    
    ThanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsDebt obligations (1)
    
    $
    463,237
    
    
    $
    134,085
    
    
    $
    7,717
    
    
    $
    75,361
    
    
    $
    246,074Operating lease obligations
    
    
    1,509
    
    
    
    554
    
    
    
    577
    
    
    
    317
    
    
    
    61Construction contracts
    
    
    100,338
    
    
    
    75,615
    
    
    
    24,723
    
    
    
    
    
    
    
    Related party guarantee (2)
    
    
    1,066
    
    
    
    457
    
    
    
    609
    
    
    
    
    
    
    
    Reserve on unrecognized tax benefits
    
    
    1,268
    
    
    
    
    
    
    
    
    
    
    
    1,268
    
    
    
    Total
    
    $
    567,418
    
    
    $
    210,711
    
    
    $
    33,626
    
    
    $
    76,946
    
    
    $
    246,135
 
 (1)
    
    Includes $8,440 of fixed rate debt recognized as a liability related to certain bonds
issued by the City of Sheboygan and $3,647 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.(2)
    
    We have provided a partial guarantee on mortgage debt obtained by one of our joint
ventures.  Working Capital
  Cash Flows
 Three months ended March 31, 2008, compared with the three months ended March 31, 2007
 2008
    
    2007
    
    IncreaseNet cash provided by operating activities
    
    $
    5,194
    
    
    $
    4,329
    
    
    $
    865Net cash used in investing activities
    
    
    (29,255
    )
    
    
    (51,544
    )
    
    
    22,289Net cash provided by financing activities
    
    
    65,956
    
    
    
    13,155
    
    
    
    52,801
 Operating Activities.
 Investing Activities.
 Financing Activities.
 33




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##### Table of Contents



Inflation
  
 ITEM 3 . QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    $71,210 of fixed rate debt secured by two of our resorts. This debt bears interest at
6.96%.
    
    $51,550 of subordinated debentures that bear interest at a fixed rate of 7.80% through
March 2015 and then at a floating rate of LIBOR plus 310 basis points thereafter. The
securities mature in March 2035.
    
    $28,995 of subordinated debentures that bear interest at a fixed rate of 7.90% through
June 2012 and then at a floating rate of LIBOR plus 300 basis points thereafter. The
securities mature in June 2017.
    
    $97,000 of fixed rate debt secured by one of our resorts. This debt bears interest at
6.10%
    
    $76,800 of variable rate debt secured by one of our resorts. This debt bears interest
at a floating rate of 30-day LIBOR plus a spread of 265 basis points. $71,000 of this debt
is effectively fixed at a rate of 7.65% due to the interest rate swap described above.
Taking into account the effect of this interest rate swap, the total blended rate on this
loan was 7.48% as of March 31, 2008.
    
    $55,000 of variable rate debt secured by one of our resorts. This debt bears interest
at a floating rate of 30-day LIBOR plus a spread of 300 basis points, with a minimum rate of
6.50% per annum. The total rate was 6.50% at March 31, 2008.
    
    $70,595 of variable rate debt secured by one of our resorts. This debt bears interest
at a floating rate of 30-day LIBOR plus a spread of 260 basis points. The total rate was
5.30% at March 31, 2008.
    
    $8,440 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 $3,647 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.
 
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ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes In Internal Control
  35




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PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. 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)
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ExhibitNumber
    
    Description3.1
    
    
    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
September 12, 2006 (incorporated herein by reference to Exhibit 4.1 to the
Companys Current Report on Form 8-K filed September 18, 2006)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 JP Morgan 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;
JP Morgan Chase Bank, National Association, as property trustee; Great
Wolf Resorts, Inc., as depositor; and James A. Calder, Alex P. 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)4.4
    
    
    Junior Subordinated Indenture, dated as of June 15, 2007, between Great
Wolf Resorts, Inc. and Wells Fargo Bank, N.A., as trustee (incorporated
herein by reference to Exhibit 4.1 to the Companys Current Report on Form
8-K filed June 19, 2007)4.5
    
    
    Amended and Restated Trust Agreement, dated as of June 15, 2007, by and
among Great Wolf Resorts, Inc., as depositor, Wells Fargo Bank, N.A., as
property trustee, Wells Fargo Delaware Trust Company, as Delaware trustee,
and James A. Calder, Alex P. 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 June 19, 2007)10.1
    
    
    Loan Agreement dated February 6, 2008, by and between Great Wolf Lodge
Williamsburg SPE, LLC, and Citigroup Global Markets Realty Corp.
(incorporated herein by reference to Exhibit 99.1 to the Companys Current
Report on Form 8-K filed February 8, 2008)31.1*
    
    
    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. 37




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SIGNATURE
  GREAT WOLF RESORTS, INC./s/ James A. CalderJames A. CalderChief Financial Officer
(Duly authorized officer)
(Principal Financial and Accounting Officer)  38