13. SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

In April 2010, our subsidiaries, GWR Operating Partnership, L.L.L.P and Great Wolf Finance Corp. were co-issuers (the Issuer) with respect to $230,000 in principal amount of 10.875% first mortgage notes. In connection with the issuance, certain of our subsidiaries (the Subsidiary Guarantors) have guaranteed the first mortgage notes. Certain of our other subsidiaries (the Non-Guarantor Subsidiaries) have not guaranteed the first mortgage notes.

The following tables present the condensed consolidating balances sheets of the Company (Parent), the Issuers, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries as of September 30, 2012 and December 31, 2011, the condensed consolidating statements of operations for the three months ended September 30, 2012 and 2011, the periods May 5, 2012 through September 30, 2012, January 1, 2012 – May 4, 2012, and the nine months ended September 30, 2011, and the condensed consolidating statements of cash flows for the period May 5, 2012 through September 30, 2012, period January 1, 2012 through May 4, 2012 and nine months ended September 30, 2011.

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

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2012

Successor

(Dollars in thousands)


	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	10,581		$	19,545		$	(1,158	)	$	6,563	$	0		$	35,531
Escrows		0			0			0			5,758		0			5,758
Accounts receivable		409			(2, 054	)		5,350			3,539		0			7,244
Accounts receivable – affiliate		(11	)		(1,780	)		2,398			1,434		0			2,041
Accounts receivable – consolidating entities		268,223			475,558			495,465			68,963		(1,308,209	)		0
Inventory		0			0			2,643			4,370		0			7,013
Other current assets		1,235			0			2,742			6,427		0			10,404

Total current assets		280,437			491,269			507,440			97,054		(1,308,209	)		67,991
Property and equipment, net		0			0			331,650			292,839		0			624,489
Investments in consolidating entities		268,670			276,846			0			0		(545,516	)		0
Investments in and advances to affiliate		0			0			1,056			24,567		0			25,623
Other assets		2,473			1			7,507			181		0			10,162
Goodwill		0			0			43,285			54,212		0			97,497
Intangible assets		0			0			47,615			3,021		0			50,636

Total assets	$	551,580		$	768,116		$	938,553		$	471,874	$	(1,853,725	)	$	876,398

LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	0		$	0		$	0		$	67, 201	$	0		$	67,201
Accounts payable		0			0			2,161			1,459		0			3,620
Accounts payable – affiliate		0			0			0			17		0			17
Accounts payable – consolidating entities		203,668			227,249			691,680			185,612		(1,308,209	)		0
Accrued interest payable		627			12,506			0			948		0			14,081
Accrued expenses		2,860			13			13,255			8,623		0			24,751
Advance deposits		0			0			4,396			5,457		0			9,853
Other current liabilities		2,849			0			2,886			2,910		0			8,645

Total current liabilities		210,004			239,768			714,378			272,227		(1,308,209	)		128,168


	Parent			Issuers		Subsidiary Guarantors		Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Mortgage debt		0			259,678		0		140,029			0			399,707
Other long-term debt		60,893			0		0		0			0			60,893
Deferred Tax liability		17,200			0		0		0			0			17,200
Deferred compensation liability		0			0		2,086		0			0			2,086

Total liabilities		288,097			499,446		716,464		412,256			(1,308,209	)		608,054
Commitments and contingencies
Great Wolf Resorts Inc. stockholders’ equity:

Common stock		0			0		0		0			0			0
Preferred stock		0			0		0		0			0			0
Additional paid-in-capital		264,973			262,773		207,615		55,158			(525,546	)		264,973
Accumulated deficit		(1,490	)		5,897		14,474		(401	)		(19,970	)		(1,490	)

Total Great Wolf Resorts, Inc. stockholders’ equity		263,483			268,670		222,089		54,757			(545,516	)		263,483

Noncontrolling interest		0			0		0		4,861			0			4,861

Total equity		263,483			268,670		222,089		59,618			(545,516	)		268,344

Total liabilities and equity	$	551,580		$	768,116	$	938,553	$	471,874		$	(1,853,725	)	$	876,398

CONSOLIDATING BALANCE SHEET

December 31, 2011

Predecessor

(Dollars in thousands)


	Parent		Issuers		Subsidiary Guarantors		Non Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	10,039	$	15,980	$	814	$	6,934	$	0		$	33,767
Escrows		0		0		0		2,618		0			2,618
Accounts receivable		327		0		1,335		1,998		0			3,660
Accounts receivable – affiliate		0		0		1,461		1,782		0			3,243
Accounts receivable – consolidating entities		10,417		472,289		582,378		206,399		(1,271,483	)		0
Inventory		0		0		2,882		4,688		0			7,570
Other current assets		1,138		0		1,673		3,401		0			6,212

Total current assets		21,921		488,269		590,543		227,820		(1,271,483	)		57,070
Property and equipment, net		0		0		330,496		245,766		0			576,262
Investment in consolidating entities		200,123		274,959		0		0		(475,082	)		0
Investment in and advances to affiliate		0		0		0		24,311		0			24,311
Other assets		4,272		6,702		7,964		1,618		0			20,556
Goodwill		1,365		0		0		0		0			1,365

Intangible assets		0		0		4,668		20,642		0			25,310

Total assets	$	227,681	$	769,930	$	933,671	$	520,157	$	(1,746,565	)	$	704,874

LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	0	$	0	$	14	$	67,664	$	0		$	67,678
Accounts payable		1		0		1,907		3,393		0			5,301
Accounts payable – affiliate		0		0		10		17		0			27
Accounts payable – consolidating entities		5,730		341,588		747,086		177,079		(1,271,483	)		0
Accrued interest payable		723		6,253		0		1,036		0			8,012
Accrued expenses		866		12		13,702		9,631		0			24,211
Advance deposits		0		0		2,685		5,030		0			7,715
Other current liabilities		4,384		0		1,132		2,013		0			7,529

Total current liabilities		11,704		347,853		766,536		265,863		(1,271,483	)		120,473


	Parent			Issuers			Subsidiary Guarantors		Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Mortgage debt		0			221,954			0		144,997			0			366,951
Other long-term debt		80,545			0			0		0			0			80,545
Deferred tax liability		11,907			0			0		0			0			11,907
Deferred compensation liability		0			0			1,502		0			0			1,502

Total liabilities		104,156			569,807			768,038		410,860			(1,271,483	)		581,378
Commitments and contingencies
Great Wolf Resorts stockholders’ equity:
Common stock		325			0			0		0			0			325
Preferred stock		0			0			0		0			0			0
Additional paid-in-capital		404,714			456,693			163,514		293,179			(913,386	)		404,714
Accumulated deficit		(281,314	)		(256,570	)		2,119		(183,853	)		438,304			(281,314	)
Deferred compensation		(200	)		0			0		0			0			(200	)

Total Great Wolf Resorts stockholders’ equity		123,525			200,123			165,633		109,326			(475,082	)		123,525
Noncontrolling interest		0			0			0		(29	)		0			(29	)

Total equity		123,525			200,123			165,633		109,297			(475,082	)		123,496

Total liabilities and equity	$	227,681		$	769,930		$	933,671	$	520,157		$	(1,746,565	)	$	704,874

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three months ended September 30, 2012

Successor

(Dollars in thousands)


	Parent			Issuers			Subsidiary Guarantors		Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rooms	$	0		$	0		$	27,426	$	24,797		$	0		$	52,223
Food and beverage		0			0			7,081		6,333			0			13,414
Other		0			0			6,327		7,274			0			13,601
Management and other fees		169			0			7,222		6			(6,216	)		1,181
Management and other fees – affiliates		0			0			1,002		0			0			1,002

		169			0			49,058		38,410			(6,216	)		81,421
Other revenue from managed properties		0			0			3,129		0			0			3,129
Other revenue from managed properties – affiliates		0			0			2,811		0			0			2,811

Total revenues		169			0			54,998		38,410			(6,216	)		87,361

Operating expenses by department:
Rooms		0			0			4,226		3,903			(1,047	)		7,082
Food and beverage		0			0			5,112		4,491			0			9,603
Other		0			0			4,872		5,749			0			10,621
Other operating expenses:
Selling, general and administrative		2,970			35			12,172		8,096			(5,169	)		18,104
Selling, general and administrative – affiliates		815			193			0		0			0			1,008
Property operating costs		0			0			4,583		4,888			0			9,471
Depreciation and amortization		1			2			5,788		5,975			0			11,766
Loss on disposition of assets		0			0			0		151			0			151

		3,786			230			36,753		33,253			(6,216	)		67,806
Other expenses from managed properties		0			0			3,129		0			0			3,129
Other expenses from managed properties – affiliates		0			0			2,811		0			0			2,811

Total operating expenses		3,786			230			42,693		33,253			(6,216	)		73,746

Net operating (loss) income		(3,617	)		(230	)		12,305		5,157			0			13,615
Investment income – affiliates		0			0			0		(220	)		0			(220	)
Interest income		(41	)		(3	)		0		(4	)		0			(48	)
Interest expense		1,532			4,920			0		3,563			0			10,015

(Loss) income from continuing operations before income taxes and equity in income of unconsolidated affiliates		(5,108	)		(5,147	)		12,305		1,818			0			3,868
Income tax expense		26			0			172		52			0			250
Equity in (income) loss of unconsolidated affiliates, net of tax		(8,906	)		(14,053	)		0		(138	)		22,959			(138	)

Net income (loss) from continuing operations		3,772			8,906			12,133		1,904			(22,959	)		3,756
Discontinued operations, net of tax		0			0			0		(2	)		0			(2	)

Net income (loss)		3,772			8,906			12,133		1,906			(22,959	)		(3,758	)
Net income attributable to noncontrolling interest, net of tax		0			0			0		(14	)		0			(14	)

Net income (loss) attributable to Great Wolf Resorts, Inc.	$	3,772		$	8,906		$	12,133	$	1,920		$	(22,959	)	$	3,772

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three months ended September 30, 2011

(Dollars in thousands)


	Parent			Issuers			Subsidiary Guarantors		Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rooms	$	—		$	—		$	26,387	$	23,953		$	—		$	50,340
Food and beverage		—			—			7,001		5,828			—			12,829
Other		—			—			5,907		7,013			—			12,920
Management and other fees		183			—			6,689		5			(5,965	)		912
Management and other fees – affiliates		—			—			957		—			—			957

		183			—			46,941		36,799			(5,965	)		77,958
Other revenue from managed properties		—			—			2,969		—			—			2,969
Other revenue from managed properties – affiliates		—			—			2,624		—			—			2,624

Total revenues		183			—			52,534		36,799			(5,965	)		83,551

Operating expenses by department:
Rooms		—			—			4,031		3,654			(1,009	)		6,676
Food and beverage		—			—			5,063		4,255			—			9,318
Other		—			—			4,585		5,158			—			9,743
Other operating expenses:
Selling, general and administrative		654			35			11,928		7,779			(5,040	)		15,356
Property operating costs		—			—			4,450		4,094			—			8,544
Depreciation and amortization		38			348			6,420		7,993			—			14,799
Loss on disposition of assets		—			—			—		330			—			330

		692			383			36,477		33,263			(6,049	)		64,766
Other expenses from managed properties		—			—			2,969		—			—			2,969
Other expenses from managed properties – affiliates		—			—			2,624		—			—			2,624

Total operating expenses		692			383			42,070		33,263			(6,049	)		70,359

Net operating (loss) income		(509	)		(383	)		10,464		3,536			84			13,192
Investment income – affiliates		—			—			—		(220	)		—			(220	)
Interest income		(48	)		—			—		(2	)		—			(50	)
Interest expense		1,584			6,637			1		3,747			—			11,969

(Loss) income from continuing operations before income taxes and equity in income of unconsolidated affiliates		(2,045	)		(7,020	)		10,463		11			84			1,493
Income tax (benefit) expense		(4	)		—			159		63			—			218
Equity in (income) loss of unconsolidated affiliates, net of tax		(3,294	)		(10,314	)		—		(101	)		13,608			(101	)

Net income (loss) from continuing operations		1,253			3,294			10,304		49			(13,524	)		1,376
Discontinued operations, net of tax		—			—			—		22			83			105

Net income (loss)		1,253			3,294			10,304		27			(13,607	)		1,271
Net loss attributable to noncontrolling interest, net of tax		—			—			—		18			—			18

Net income (loss) attributable to Great Wolf Resorts, Inc.	$	1,253		$	3,294		$	10,304	$	9		$	(13,607	)	$	1,253

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Period May 5, 2012 through September 30, 2012

Predecessor

(Dollars in thousands)


	Parent			Issuers			Subsidiary Guarantors		Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rooms	$	0		$	0		$	42,684	$	37,593		$	0		$	80,277
Food and beverage		0			0			11,372		10,163			0			21,535
Other		0			0			9,760		11,108			0			20,868
Management and other fees		221			0			11,052		9			(9,621	)		1,661
Management and other fees – affiliates		0			0			1,537		0			0			1,537

		221			0			76,405		58,873			(9,621	)		125,878
Other revenue from managed properties		0			0			5,007		0			0			5,007
Other revenue from managed properties – affiliates		0			0			4,540		0			0			4,540

Total revenues		221			0			85,952		58,873			(9,621	)		135,425

Operating expenses by department:
Rooms		0			0			6,617		6,297			(1,610	)		11,304
Food and beverage		0			0			8,435		7,297			0			15,732
Other		0			0			7,795		9,411			0			17,206
Other operating expenses:
Selling, general and administrative		4,319			55			21,967		13,150			(8,011	)		31,480
Selling, general and administrative – affiliates		815			193			0		0			0			1,008
Property operating costs		0			0			7,236		7,109			0			14,345
Depreciation and amortization		1			2			9,615		9,927			0			19,545
Loss on disposition of assets		0			0			0		151			0			151

		5,135			250			61,665		53,342			(9,621	)		110,771
Other expenses from managed properties		0			0			5,007		0			0			5,007
Other expenses from managed properties – affiliates		0			0			4,540		0			0			4,540

Total operating expenses		5,135			250			71,212		53,342			(9,621	)		120,318

Net operating (loss) income		(4,914	)		(250	)		14,740		5,531			0			15,107
Investment income – affiliates		0			0			0		(3 57	)		0			(357	)
Interest income		(72	)		(3	)		0		(4	)		0			(79	)
Interest expense		2,463			7,929			0		5,882			0			16,274

(Loss) income from continuing operations before income taxes and equity in income of unconsolidated affiliates		(7,305	)		(8,176	)		14,740		10			0			(731	)
Income tax expense		82			0			266		181			0			529
Equity in (income) loss of unconsolidated affiliates, net of tax		(5,897	)		(14,073	)		0		264			19,970			264

Net (loss) income from continuing operations		(1,490	)		5,897			14,474		(435	)		(19,970	)		(1,524	)
Discontinued operations, net of tax		0			0			0		(9	)		0			(9	)

Net (loss) income		(1,490	)		5,897			14,474		(426	)		(19,970	)		(1,515	)
Net income attributable to noncontrolling interest, net of tax		0			0			0		(25	)		0			(25	)

Net (loss) income attributable to Great Wolf Resorts, Inc.	$	(1,490	)	$	5,897		$	14,474	$	(401	)	$	(19,970	)	$	(1,490	)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Period January 1, 2012 through May 4, 2012

Predecessor

(Dollars in thousands)


	Parent			Issuers			Subsidiary Guarantors		Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rooms	$	0		$	0		$	30,243	$	33,550		$	0		$	63,793
Food and beverage		0			0			8,399		8,874			0			17,273
Other		0			0			7,206		8,714			0			15,920
Management and other fees		191			0			8,872		7			(7,672	)		1,398
Management and other fees – affiliates		0			0			1,414		0			0			1,414

		191			0			56,134		51,145			(7,672	)		99,798
Other revenue from managed properties		0			0			4,193		0			0			4,193
Other revenue from managed properties – affiliates		0			0			3,901		0			0			3,901

Total revenues		191			0			64,228		51,145			(7,672	)		107,892

Operating expenses by department:
Rooms		0			0			5,325		5,412			(1,279	)		9,458
Food and beverage		0			0			6,466		6,480			0			12,946
Other		0			0			5,908		7,542			0			13,450
Other operating expenses:
Selling, general and administrative		15,470			59			20,803		12,266			(6,393	)		42,205
Property operating costs		0			0			5,266		6,081			0			11,347
Depreciation and amortization		53			480			8,391		7,545			0			16,469
Loss on disposition of assets		0			0			47		0			0			47

		15,523			539			52,206		45,326			(7,672	)		105,922
Other expenses from managed properties		0			0			4,193		0			0			4,193
Other expenses from managed properties – affiliates		0			0			3,901		0			0			3,901

Total operating expenses		15,523			539			60,300		45,326			(7,672	)		114,016

Net operating (loss) income		(15,332	)		(539	)		3,928		5,819			0			(6,124	)
Investment income – affiliates		0			0			0		(303	)		0			(303	)
Interest income		(74	)		(7	)		0		(1	)		0			(82	)
Interest expense		2,179			9,136			0		4,701			0			16,016

(Loss) income from continuing operations before income taxes and equity in income of unconsolidated affiliates		(17,437	)		(9,668	)		3,928		1,422			0			(21,755	)
Income tax expense		66			0			141		62			0			269
Equity in loss (income) of unconsolidated affiliates, net of tax		3,978			(5,690	)		0		(551	)		1,712			(551	)

Net (loss) income from continuing operations		(21,481	)		(3,978	)		3,787		1,911			(1,712	)		(21,473	)
Discontinued operations, net of tax		0			0			0		23			0			23

Net (loss) income		(21,481	)		(3,978	)		3,787		1,888			(1,712	)		(21,496	)
Net income attributable to noncontrolling interest, net of tax		0			0			0		(15	)		0			(15	)

Net (loss) income attributable to Great Wolf Resorts, Inc.	$	(21,481	)	$	(3,978	)	$	3,787	$	1,903		$	(1,712	)	$	(21,481	)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Nine months ended September 30, 2011

(Dollars in thousands)


	Parent			Issuers			Subsidiary Guarantors		Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rooms	$	0		$	0		$	69,815	$	67,543		$	0		$	137,358
Food and beverage		0			0			19,068		16,952			0			36,020
Other		0			0			16,257		19,381			0			35,638
Management and other fees		466			0			18,321		29			(16,497	)		2,319
Management and other fees – affiliates		0			0			2,984		0			0			2,984

		466			0			126,445		103,905			(16,497	)		214,319
Other revenue from managed properties		0			0			8,751		0			0			8,751
Other revenue from managed properties – affiliates		0			0			8,091		0			0			8,091

Total revenues		466			0			143,287		103,905			(16,497	)		231,161

Operating expenses by department:
Rooms		0			0			11,280		10,775			(2,756	)		19,299
Food and beverage		0			0			14,433		12,634			0			27,067
Other		0			0			12,927		15,378			0			28,305
Other operating expenses:
Selling, general and administrative		2,192			103			36,417		24,206			(13,657	)		49,261
Property operating costs		0			0			12,562		13,262			0			25,824
Depreciation and amortization		115			1,021			19,154		21,072			0			41,362
Loss on disposition of property		0			0			21		1,347			0			1,368

		2,307			1,124			106,794		98,674			(16,413	)		192,486
Other expenses from managed properties		0			0			8,751		0			0			8,751
Other expenses from managed properties – affiliates		0			0			8,091		0			0			8,091

Total operating expenses		2,307			1,124			123,636		98,674			(16,413	)		209,328

Net operating (loss) income		(1,841	)		(1,124	)		19,651		5,231			(84	)		21,833
Investment income – affiliates		0			0			0		(682	)		0			(682	)
Interest income		(145	)		(5	)		0		(6	)		0			(156	)
Interest expense		4,752			19,909			2		11,511			0			36,174

(Loss) income from continuing operations before income taxes and equity in income of unconsolidated affiliates		(6,448	)		(21,028	)		19,649		(5,592	)		(84	)		(13,503	)
Income tax expense		60			0			386		393			0			839
Equity in loss (income) of unconsolidated affiliates, net of tax		564			(20,464	)		0		(552	)		19,900			(552	)

Net (loss) income from continuing operations		(7,072	)		(564	)		19,263		(5,433	)		(19,984	)		(13,790	)
Discontinued operations, net of tax		0			0			0		(6,620	)		(84	)		(6,704	)

Net (loss) income		(7,072	)		(564	)		19,263		1,187			(19,900	)		(7,086	)
Net loss attributable to noncontrolling interest, net of tax		0			0			0		(14	)		0			(14	)

Net (loss) income attributable to Great Wolf Resorts, Inc.	$	(7,072	)	$	(564	)	$	19,263	$	1,201		$	(19,900	)	$	(7,072	)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Period May 5, 2012 through September 30, 2012

Successor

(Dollars in thousands)


	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net (loss) income	$	(1,490	)	$	5,897		$	14,474		$	(426	)	$	(19,970	)	$	(1,515	)
Adjustment to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization		1			2			9,615			9,927			0			19,545
Bad debt expense		0			0			18			98			0			116
Amortization of debt fair value		(7	)		(2,222	)		0			151			0			(2,078	)
Non-cash employee compensation and professional fees expense		0			0			1,120			0			0			1,120
Loss on disposition of assets		0			0			0			151			0			151
Equity in (income) loss of affiliates		(5,897	)		(14,073	)		0			409			19,821			260
Deferred tax benefit		163			0			0			0			0			163
Changes in operating assets and liabilities		69,599			144,101			(66,859	)		(148,308	)		149			(1,318	)

Net cash provided by (used in) operating activities		62,369			133,705			(41,632	)		(137,998	)		0			16,444

Investing activities:
Capital expenditures for property and equipment		0			0			(2,826	)		(3,342	)		0			(6,168	)
Investment in development		0			0			(43	)		0			0			(43	)
Increase in restricted cash		0			0			0			(488	)		0			(488	)

Net cash used in investing activities		0			0			(2,869	)		(3,830	)		0			(6,699	)

Financing activities:
Principal payments on debt		0			0			0			(3,021	)		0			(3,021	)
Payment of loan costs		(4	)		(3	)		0			(52	)		0			(59	)
Member contributions		1,091			0			0			0			0			1,091
Advances from consolidating entities, net		(76,215	)		(118,066	)		47,284			146,997			0			0

Net cash (used in) provided by financing activities		(75,128	)		(118,069	)		47,284			143,924			0			(1,989	)

Net (decrease) increase in cash and cash equivalents		(12,759	)		15,636			2,783			2,096			0			7,756
Cash and cash equivalents, beginning of period		23,340			3,909			(3,941	)		4,467			0			27,775

Cash and cash equivalents, end of period	$	10,581		$	19,545		$	(1,158	)	$	6,563		$	0		$	35,531

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Period January 1, 2012 through May 4, 2012

Predecessor

(Dollars in thousands)


	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net (loss) income	$	(21,481	)	$	(3,978	)	$	3,787		$	1,888		$	(1,712	)	$	(21,496	)
Adjustment to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		53			480			8,391			7,545			0			16,469
Bad debt expense		0			0			1			25			0			26
Non-cash employee compensation and professional fees expense		0			0			3,348			0			0			3,348
Loss on disposition of assets		0			0			47			0			0			47
Equity in loss (income) of affiliates		3,978			(5,690	)		0			(559	)		1,712			(559	)
Deferred tax benefit		73			0			0			0			0			73
Changes in operating assets and liabilities		14,315			(3,747	)		(3,218	)		(3,580	)		0			3,770

Net cash (used in) provided by operating activities		(3,062	)		(12,935	)		12,356			5,319			0			1,678

Investing activities:
Capital expenditures for property and equipment		0			0			(1,248	)		(989	)		0			(2,237	)
Investment in development		0			0			(75	)		0			0			(75	)
Proceeds from sale of assets		0			0			3			0			0			3
Increase in restricted cash		0			0			0			(3,464	)		0			(3,464	)

Net cash used in investing activities		0			0			(1,320	)		(4,453	)		0			(5,773	)

Financing activities:
Principal payments on debt		0			527			(14	)		(2,290	)		0			(1,777	)
Payment of loan costs		3			(121	)		0			(2	)		0			(120	)
Advances from consolidating entities, net		16,360			458			(15,777	)		(1,041	)		0			0

Net cash provided by (used in) financing activities		16,363			864			(15,791	)		(3,333	)		0			(1,897	)

Net increase (decrease) in cash and cash equivalents		13,301			(12,071	)		(4,755	)		(2,467	)		0			(5,992	)
Cash and cash equivalents, beginning of period		10,039			15,980			814			6,934			0			33,767

Cash and cash equivalents, end of period	$	23,340		$	3,909		$	(3,941	)	$	4,467		$	0		$	27,775

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine months ended September 30, 2011

(Dollars in thousands)


	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net (loss) income	$	(7,072	)	$	(564	)	$	19,263		$	1,187		$	(19,900	)	$	(7,086	)
Adjustment to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		115			1,021			19,157			21,170			—			41,463
Bad debt expense		—			—			3			35			—			38
Non-cash employee compensation and professional fees expense		—			—			1,638			—			—			1,638
Loss on disposition of assets		—			—			21			1,347			—			1,368
Gain on disposition of property included in discontinued operations		—			—			—			(6,667	)		—			(6,667	)
Equity in loss (income) of unconsolidated affiliates		564			(20,464	)		—			(653	)		19,900			(653	)
Deferred tax expense		159			—			—			—			—			159
Changes in operating assets and liabilities		(662	)		5,577			(2,339	)		(5,567	)		—			(2,991	)

Net cash (used in) provided by operating activities		(6,896	)		(14,430	)		37,743			10,852			—			27,269

Investing activities:
Capital expenditures for property and equipment		—			—			(2,883	)		(4,837	)		—			(7,720	)
Loan repayment from unconsolidated affiliates		—			—			—			807			—			807
Investment in development		—			—			(316	)		—			—			(316	)
Proceeds from sale of a discontinued operation		—			—			—			4,200			—			4,200
Proceeds from sale of assets		—			—			—			2			—			2
Increase in restricted cash		(1,001	)		—			—			(909	)		—			(1,910	)

Net cash used in investing activities		(1,001	)		—			(3,199	)		(737	)		—			(4,937	)

Financing activities:
Principal payments on long-term debt		—			1,149			(24	)		(80,364	)		—			(79,239	)
Proceeds from issuance of long-term debt		—			—			—			56,000			—			56,000
Payment of loan costs		(107	)		(122	)		—			(1,320	)		—			(1,549	)
Advances from consolidating entities, net		8,004			10,450			(35,773	)		17,319			—			—

Net cash provided by (used in) financing activities		7,897			11,477			(35,797	)		(8,365	)		—			(24,788	)

Net (decrease) increase in cash and cash equivalents		—			(2,953	)		(1,253	)		1,750			—			(2,456	)
Cash and cash equivalents, beginning of period		10,047			24,168			(328	)		3,101			—			36,988

Cash and cash equivalents, end of period	$	10,047		$	21,215		$	(1,581	)	$	4,851		$	—		$	34,532