8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 2, 2009

Great Wolf Resorts, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-51064	51-0510250
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

122 West Washington Ave, Madison, Wisconsin	53703
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 608-661-4700

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     As previously disclosed in Great Wolf Resorts, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the “Form 10-Q”), the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an Amendment of ARB No. 51,” effective as of January 1, 2009. SFAS 160 requires the Company to reclassify retrospectively for all periods presented, noncontrolling ownership interests (formerly called minority interests) from the mezzanine section of the balance sheet between liabilities and equity to the equity section of the balance sheet. In addition, SFAS 160 changes the Company’s presentation of net income (loss) in the condensed consolidated statements of Operations and Comprehensive Loss.

     The Company had no noncontrolling interests as of December 31, 2008 or December 31, 2007. As a result, the adoption of SFAS 160 has no effect on the Company’s prior years’ consolidated balance sheets.

     Prior to the adoption of SFAS 160, net income (loss) excluded net income (loss) attributable to non-controlling interests. SFAS 160 now requires that net income(loss) include net income (loss) attributable to non-controlling interests. SFAS 160 also requires a new separate caption for net income (loss) attributable to the Company be presented in the consolidated statement of operations and comprehensive loss which is equal to net income (loss) as previously reported prior to the adoption of SFAS 160. Thus, the retrospective application of SFAS 160 increases net loss, due to the inclusion of the amount of net loss attributable to non-controlling interests, by $0.5 million in each of the fiscal years 2007 and 2006, and net loss attributable to the Company will be equal to net loss as previously reported prior to the adoption of SFAS 160. As the Company had no noncontrolling interests in 2008, the adoption of SFAS 160 has no effect on the Company’s statement of operations and comprehensive loss for 2008.

     The Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2008, 2007 and 2006 originally filed as part of Item 8 — Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “Form 10-K”), has been updated to reflect the above described effects of the retrospective application of SFAS 160 and is included in Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

     Other than the changes made to reflect the retrospective application of SFAS 160 in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2008, 2007 and 2006 included in Exhibit 99.1 to this Current Report on Form 8-K, the Form 10-K is not being updated by this filing. Information in the Form 10-K is generally stated as of December 31, 2008 and this filing does not reflect any subsequent information or events other than changes for the retrospective application of SFAS 160. More current information is contained in the Forms 10-Q for the quarters ended March 31, 2009, and June 30, 2009 and other filings with the Securities and Exchange Commission. This Current Report on Form 8-K should be read in conjunction with the Form 10-K and the Forms 10-Q and other filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Consolidated Statements of Operations and Comprehensive Loss of Great Wolf Resorts, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Great Wolf Resorts, Inc.
September 2, 2009	By:	/s/ J. Michael Schroeder
		Name:	J. Michael Schroeder
		Title:	Secretary

EX-99.1

Exhibit 99.1

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(dollars in thousands, except per share data)

	Year Ended December 31,
	2008			2007 (1)			2006 (1)
Revenues:
Rooms	$	143,395		$	112,261		$	87,775
Food and beverage		38,808			29,588			21,930
Other hotel operations		35,365			27,085			21,207
Management and other fees		2,798			2,855			2,087
Management and other fees — affiliates		5,346			4,314			3,729
		225,712			176,103			136,728
Other revenue from managed properties-affiliates		19,826			11,477			11,920
Total revenues		245,538			187,580			148,648
Operating expenses by department:
Rooms		20,134			15,716			11,914
Food and beverage		30,990			25,196			18,806
Other		28,959			23,104			17,117
Other operating expenses:
Selling, general and administrative		51,902			47,915			41,421
Property operating costs		37,086			30,555			23,217
Depreciation and amortization		46,081			36,372			25,903
Impairment loss on investment in affiliates		18,777			—			—
Goodwill impairment		17,430			—			50,975
Loss on disposition of property		19			128			1,066
		251,378			178,986			190,419
Other expenses from managed properties-affiliates		19,826			11,477			11,920
Total operating expenses		271,204			190,463			202,339
Net operating loss		(25,666	)		(2,883	)		(53,691	)
Investment income — affiliates		(2,187	)		(667	)		—
Interest income		(1,424	)		(2,758	)		(3,105	)
Interest expense		27,277			14,887			7,169
Loss before income taxes, noncontrolling interest, and equity in unconsolidated affiliates		(49,332	)		(14,345	)		(57,755	)
Income tax benefit		(11,956	)		(5,859	)		(8,764	)
Equity in unconsolidated affiliates, net of tax		3,349			1,547			761
Net loss		(40,725	)		(10,033	)		(49,752	)
Net loss attributable to the noncontrolling interest		—			(452	)		(502	)
Net loss attributable to Great Wolf Resorts, Inc.	$	(40,725	)	$	(9,581	)	$	(49,250	)
Basic and diluted loss per share:
Basic loss per share	$	(1.32	)	$	(0.31	)	$	(1.63	)
Diluted loss per share	$	(1.32	)	$	(0.31	)	$	(1.63	)
Weighted average common shares outstanding:
Basic		30,827,860			30,533,249			30,299,647
Diluted		30,827,860			30,533,249			30,299,647
Comprehensive loss, net of tax:
Net loss		(40,725	)		(10,033	)		(49,752	)
Unrealized (gain) loss on interest rate swap		(387	)		387			—
Comprehensive loss		(40,338	)		(10,420	)		(49,752	)
Comprehensive loss attributable to the noncontrolling interest		—			(452	)		(502	)
Comprehensive loss attributable to Great Wolf Resorts, Inc.	$	(40,338	)	$	(9,968	)	$	(49,250	)

(1) As adjusted, see accompanying note regarding adoption of SFAS 160.

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

NOTE TO FINANCIAL INFORMATION REGARDING ADOPTION OF SFAS 160

(dollars in thousands)

     As previously disclosed in Great Wolf Resorts, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the “Form 10-Q”), the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an Amendment of ARB No. 51,” effective as of January 1, 2009. SFAS 160 requires the Company to reclassify retrospectively for all periods presented, noncontrolling ownership interests (formerly called minority interests) from the mezzanine section of the balance sheet between liabilities and equity to the equity section of the balance sheet. In addition, SFAS 160 changes our presentation of net income (loss) in the condensed consolidated statements of Operations and and Comprehensive Loss.

     We had no noncontrolling interests as of December 31, 2008 or December 31, 2007. As a result, the adoption of SFAS 160 has no effect on our prior years’ consolidated balance sheets.

     Prior to the adoption of SFAS 160, net income (loss) excluded net income attributable to non-controlling interests. SFAS 160 now requires that net income include net income attributable to non-controlling interests. SFAS 160 also requires a new separate caption for net income attributable to the Company be presented in the consolidated statement of operations and comprehensive loss which is equal to net income (loss) as previously reported prior to the adoption of SFAS 160. Thus, the retrospective application of SFAS 160 increases net loss, due to the inclusion of the amount of net loss attributable to non-controlling interests, by $500 in each of the fiscal years 2007 and 2006, and net loss attributable to the Company will be equal to net loss as previously reported prior to the adoption of SFAS 160. As we had no noncontrolling interests in 2008, the adoption of SFAS 160 has no effect on our statement of operations and comprehensive loss for 2008.

     The accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2008, 2007 and 2006 originally filed as part of Item 8 — Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 has been updated to reflect the above described effects of the retrospective application of SFAS 160.