SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

6 Months Ended

Jun. 30, 2013

Organization Consolidation And Presentation Of Financial Statements [Abstract]

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

10. SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

On April 7, 2010, our subsidiaries, GWR Operating Partnership, L.L.L.P and Great Wolf Finance Corp. were co-issuers (the “Issuers”) 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 , the condensed consolidating statements of income for the three months ended June 30, 2013, period May 5, 2012 through June 30,2012, period April 1, 2012 through May 4, 2012, six months ended June 30, 2013 and period January 1, 2012 through May 4, 2012, and the condensed consolidating statements of cash flows for the six months ended June 30, 2013, period May 5, 2012 through June 1, 2012 and period January 1, 2012 through May 4, 2012. The Subsidiary Guarantors have guaranteed the first mortgage notes on a joint and several basis, and such guarantees are full and unconditional.

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

June 30, 2013

Successor

(Dollars in thousands)

	Parent			Issuers		Subsidiary Guarantors		Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	9,334		$	11,182	$	1,359	$	5,051		$	0		$	26,926
Restricted cash		1,026			0		0		5,093			0			6,119
Escrows		0			0		0		5,093			0			5,093
Accounts receivable, net		229			256		4,302		1,078			0			5,865
Accounts receivable—affiliate		0			0		2,835		2,322			0			5,157
Accounts receivable—consolidating entities		281,844			617,244		593,752		89,314			(1,582,154	)		0
Inventory		0			0		3,625		3,931			0			7,556
Other current assets		1,247			8		1,778		1,793			0			4,826
Total current assets		293,680			628,690		607,651		113,675			(1,582,154	)		61,542
Property and equipment, net		0			0		321,241		283,594			0			604,835
Investments in consolidating entities		263,304			286,760		0		0			(550,064	)		0
Investments in and advances to affiliates		0			3,143		0		30,093			0			33,236
Other assets		2,476			229		4,342		214			0			7,261
Goodwill		0			0		55,468		68,967			0			124,435
Intangible assets, net		0			0		47,103		126			0			47,229
Total assets	$	559,460		$	918,822	$	1,035,805	$	496,669		$	(2,132,218	)	$	878,538
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	0		$	0	$	0	$	65,881		$	0		$	65,881
Accounts payable		15			2,116		3,289		2,261			0			7,681
Accounts payable—affiliate		41			2,351		10		0			0			2,402
Accounts payable—consolidating entities		194,906			389,132		772,401		225,715			(1,582,154	)		0
Accrued interest payable		619			6,253		0		921			0			7,793
Accrued expenses		3,147			210		13,299		7,739			0			24,395
Advance deposits		0			0		7,391		6,399			0			13,790
Gift certificates payable		3,472			0		791		1,003			0			5,266
Other current liabilities		0			0		315		220			0			535
Total current liabilities		202,200			400,062		797,496		310,139			(1,582,154	)		127,743
Mortgage debt		0			255,456		0		135,463			0			390,919
Other long-term debt		61,164			0		0		0			0			61,164
Deferred tax liability, net		43,840			0		0		0			0			43,840
Deferred compensation liability		0			0		2,616		0			0			2,616
Total liabilities		307,204			655,518		800,112		445,602			(1,582,154	)		626,282
Commitments and contingencies
Stockholders’ equity:
Common stock		0			0		0		0			0			0
Additional paid-in-capital		267,514			262,773		207,615		55,158			(525,546	)		267,514
Accumulated deficit		(15,258	)		531		28,078		(4,091	)		(24,518	)		(15,258	)
Total equity		252,256			263,304		235,693		51,067			(550,064	)		252,256
Total liabilities and equity	$	559,460		$	918,822	$	1,035,805	$	496,669		$	(2,132,218	)	$	878,538

CONSOLIDATING BALANCE SHEET

December 31, 2012

(Dollars in thousands)

	Parent			Issuers			Subsidiary Guarantors		Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	10,188		$	7,524		$	1,260	$	9,152		$	0		$	28,124
Restricted cash		1,026			0			0		3,133			0			4,159
Escrows		0			0			0		7,022			0			7,022
Accounts receivable, net		1,510			0			3,593		2,517			0			7,620
Accounts receivable – affiliates		1			0			3,475		1,669			0			5,145
Accounts receivable – consolidating entities		286,950			516,074			532,841		72,650			(1,408,515	)		0
Inventory		0			0			2,809		4,394			0			7,203
Other current assets		149			0			2,249		1,886			0			4,284
Total current assets		299,824			523,598			546,227		102,423			(1,408,515	)		63,557
Property and equipment, net		0			0			327,346		287,709			0			615,055
Investment in consolidating entities		259,419			272,492			0		0			(531,911	)		0
Investment in and advances to affiliates		0			0			1,476		24,221			0			25,697
Other assets		2,472			1			2,789		144			0			5,406
Goodwill		0			0			55,468		68,967			0			124,435
Intangible assets, net		0			0			47,444		0			0			47,444
Total assets	$	561,715		$	796,091		$	980,750	$	483,464		$	(1,940,426	)	$	881,594
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	0		$	0		$	0	$	66,768		$	0		$	66,768
Accounts payable		0			1,773			3,146		2,633			(93	)		7,459
Accounts payable – affiliates		0			1,739			2		0			0			1,741
Accounts payable – consolidating entities		194,546			268,601			734,219		210,327			(1,407,693	)		0
Accrued interest payable		625			6,253			0		980			0			7,858
Accrued expenses		3,301			13			14,593		7,027			0			24,934
Advance deposits		0			0			3,220		5,140			0			8,360
Gift certificates payable		4,687			0			960		1,235			0			6,882
Other current liabilities		795			0			278		1,311			(729	)		1,655
Total current liabilities		203,954			278,379			756,418		295,421			(1,408,515	)		125,657
Mortgage debt		0			258,293			0		137,719			0			396,012
Other long-term debt		60,984			0			0		0			0			60,984
Deferred tax liability, net		43,713			0			0		0			0			43,713
Deferred compensation liability		0			0			2,164		0			0			2,164
Total liabilities		308,651			536,672			758,582		433,140			(1,408,515	)		628,530
Commitments and contingencies
Stockholders’ equity:
Common stock		0			0			0		0			0			0
Additional paid-in-capital		267,112			262,773			207,615		55,158			(525,546	)		267,112
Accumulated deficit		(14,048	)		(3,354	)		14,553		(4,834	)		(6,365	)		(14,048	)
Total equity		253,064			259,419			222,168		50,324			(531,911	)		253,064
Total liabilities and equity	$	561,715		$	796,091		$	980,750	$	483,464		$	(1,940,426	)	$	881,594

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Three months ended June 30, 2013

Successor

(Dollars in thousands)

	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rooms	$	0		$	0		$	23,762		$	22,351		$	0		$	46,113
Food and beverage		0			0			6,456			5,993			0			12,449
Other		0			0			5,612			6,432			0			12,044
Management and other fees		100			0			3,458			26			(2,697	)		887
Management and other fees—affiliates		0			0			1,050			0			0			1,050
Total operating revenues		100			0			40,338			34,802			(2,697	)		72,543
Other revenue from managed properties		0			0			3,212			0			0			3,212
Other revenue from managed properties—affiliates		0			0			3,007			0			0			3,007
Total revenues		100			0			46,557			34,802			(2,697	)		78,762
Operating expenses by department:
Rooms		0			0			3,439			3,868			(449	)		6,858
Food and beverage		0			0			4,976			4,376			0			9,352
Other		0			0			4,576			4,938			0			9,514
Other operating expenses:
Selling, general and administrative		2,002			233			10,276			8,239			(2,248	)		18,502
Property operating costs		0			0			3,991			5,123			0			9,114
Depreciation and amortization		0			0			5,660			4,801			0			10,461
Loss on disposition of assets		0			0			0			68			0			68
Total operating expenses		2,002			233			32,918			31,413			(2,697	)		63,869
Other expenses from managed properties		0			0			3,212			0			0			3,212
Other expenses from managed properties—affiliates		0			0			3,007			0			0			3,007
Total expenses		2,002			233			39,137			31,413			(2,697	)		70,088
Net operating (loss) income		(1,902	)		(233	)		7,420			3,389			0			8,674
Investment income—affiliates		0			0			0			405			0			405
Interest income		45			3			0			7			0			55
Interest expense		(1,531	)		(4,858	)		0			(3,275	)		0			(9,664	)
Equity in unconsolidated affiliates		2,398			7,486			0			(262	)		(9,884	)		(262	)
(Loss) income from continuing operations before income taxes		(990	)		2,398			7,420			264			(9,884	)		(792	)
Income tax benefit (expense)		626			0			(24	)		(174	)		0			428
Net (loss) income attributable to Great Wolf Resorts, Inc.	$	(364	)	$	2,398		$	7,396		$	90		$	(9,884	)	$	(364	)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Period May 5, 2012 through June 30, 2012

Successor

(Dollars in thousands)

	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rooms	$	0		$	0		$	15,258		$	12,796		$	0		$	28,054
Food and beverage		0			0			4,291			3,830			0			8,121
Other		0			0			3,433			3,834			0			7,267
Management and other fees		52			0			3,830			3			(3,405	)		480
Management and other fees—affiliates		0			0			535			0			0			535
Total operating revenues		52			0			27,347			20,463			(3,405	)		44,457
Other revenue from managed properties		0			0			1,878			0			0			1,878
Other revenue from managed properties—affiliates		0			0			1,729			0			0			1,729
Total revenues		52			0			30,954			20,463			(3,405	)		48,064
Operating expenses by department:
Rooms		0			0			2,391			2,394			(563	)		4,222
Food and beverage		0			0			3,323			2,806			0			6,129
Other		0			0			2,923			3,662			0			6,585
Other operating expenses:
Selling, general and administrative		1,349			20			9,795			5,054			(2,842	)		13,376
Property operating costs		0			0			2,653			2,221			0			4,874
Depreciation and amortization		0			0			3,827			3,952			0			7,779
Total operating expenses		1,349			20			24,912			20,089			(3,405	)		42,965
Other expenses from managed properties		0			0			1,878			0			0			1,878
Other expenses from managed properties—affiliates		0			0			1,729			0			0			1,729
Total expenses		1,349			20			28,519			20,089			(3,405	)		46,572
Net operating (loss) income		(1,297	)		(20	)		2,435			374			0			1,492
Investment income—affiliates		0			0			0			137			0			137
Interest income		31			0			0			0			0			31
Interest expense		(931	)		(3,009	)		0			(2,319	)		0			(6,259	)
Equity in unconsolidated affiliates		(3,009	)		20			0			(423	)		2,989			(423	)
(Loss) income from continuing operations before income taxes		(5,206	)		(3,029	)		2,435			(2,231	)		0			(5,022	)
Income tax expense		(56	)		0			(94	)		(108	)		0			(258	)
Net (loss) income from continuing operations		(5,262	)		(3,009	)		2,341			(2,339	)		2,989			(5,280	)
Discontinued operations, net of tax		0			0			0			7			0			7
Net (loss) income		(5,262	)		(3,009	)		2,341			(2,332	)		2,989			(5,273	)
Net income attributable to noncontrolling interest, net of tax		0			0			0			11			0			11
Net (loss) income attributable to Great Wolf Resorts, Inc.	$	(5,262	)	$	(3,009	)	$	2,341		$	(2,321	)	$	2,989		$	(5,262	)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Period April 1, 2012 through May 4, 2012

Predecessor

(Dollars in thousands)

	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rooms	$	0		$	0		$	8,714		$	9,654		$	0		$	18,368
Food and beverage		0			0			2,225			2,501			0			4,726
Other		0			0			1,918			2,697			0			4,615
Management and other fees		30			0			2,506			2			(1,837	)		701
Management and other fees—affiliates		0			0			441			0			0			441
Total operating revenues		30			0			15,804			14,854			(1,837	)		28,851
Other revenue from managed properties		0			0			1,123			0			0			1,123
Other revenue from managed properties—affiliates		0			0			1,129			0			0			1,129
Total revenues		30			0			18,056			14,854			(1,837	)		31,103
Operating expenses by department:
Rooms		0			0			1,442			1,444			(368	)		2,518
Food and beverage		0			0			1,734			1,758			0			3,492
Other		0			0			1,580			2,138			0			3,718
Other operating expenses:
Selling, general and administrative		9,857			13			7,279			3,946			(1,469	)		19,626
Property operating costs		0			0			1,531			2,080			0			3,611
Depreciation and amortization		15			131			2,265			2,039			0			4,450
Loss on disposition of assets		0			0			47			0			0			47
Total operating expenses		9,872			144			15,878			13,405			(1,837	)		37,462
Other expenses from managed properties		0			0			1,123			0			0			1,123
Other expenses from managed properties—affiliates		0			0			1,129			0			0			1,129
Total expenses		9,872			144			18,130			13,405			(1,837	)		39,714
Net operating (loss) income		(9,842	)		(144	)		(74	)		1,449			0			(8,611	)
Investment income—affiliates		0			0			0			83			0			83
Interest income		21			4			0			(1	)		0			24
Interest expense		(595	)		(2,500	)		0			(1,264	)		0			(4,359	)
Equity in unconsolidated affiliates		(1,849	)		791			0			461			1,058			461
(Loss) income from continuing operations before income taxes		(12,265	)		(1,849	)		(74	)		728			1,058			(12,402	)
Income tax (expense) benefit		(18	)		0			(14	)		135			0			103
Net (loss) income from continuing operations		(12,283	)		(1,849	)		(88	)		863			1,058			(12,299	)
Discontinued operations, net of tax		0			0			0			13			0			13
Net (loss) income		(12,283	)		(1,849	)		(88	)		876			1,058			(12,286	)
Net income attributable to noncontrolling interest, net of tax		0			0			0			3			0			3
Net (loss) income attributable to Great Wolf Resorts, Inc.	$	(12,283	)	$	(1,849	)	$	(88	)	$	879		$	1,058		$	(12,283	)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Six months ended June 30, 2013

Successor

(Dollars in thousands)

	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Rooms	$	0		$	0		$	47,544		$	47,552		$	0		$	95,096
Food and beverage		0			0			12,569			12,434			0			25,003
Other		0			0			11,428			13,097			0			24,525
Management and other fees		271			0			7,346			10			(5,713	)		1,914
Management and other fees—affiliates		0			0			2,077			0			0			2,077
Total operating revenues		271			0			80,964			73,093			(5,713	)		148,615
Other revenue from managed properties		0			0			6,391			0			0			6,391
Other revenue from managed properties—affiliates		0			0			5,927			0			0			5,927
Total revenues		271			0			93,282			73,093			(5,713	)		160,933
Operating expenses by department:
Rooms		0			0			6,879			7,630			(955	)		13,554
Food and beverage		0			0			9,613			8,746			0			18,359
Other		0			0			9,123			10,862			0			19,985
Other operating expenses:
Selling, general and administrative		3,087			679			21,833			16,651			(4,758	)		37,492
Property operating costs		0			0			8,301			9,788			0			18,089
Depreciation and amortization		0			0			11,546			10,790			0			22,336
Loss on disposition of assets		0			0			0			170			0			170
Total operating revenues		3,087			679			67,295			64,637			(5,713	)		129,985
Other expenses from managed properties		0			0			6,391			0			0			6,391
Other expenses from managed properties—affiliates		0			0			5,927			0			0			5,927
Total expenses		3,087			679			79,613			64,637			(5,713	)		142,303
Net operating (loss) income		(2,816	)		(679	)		13,669			8,456			0			18,630
Investment income—affiliates		0			0			0			648			0			648
Interest income		91			8			15			5			0			119
Interest expense		(3,039	)		(9,712	)		0			(6,612	)		0			(19,363	)
Equity in unconsolidated affiliates		3,885			14,268			0			(1,504	)		(18,153	)		(1,504	)
(Loss) income from continuing operations before income taxes		(1,879	)		3,885			13,684			993			(18,153	)		(1,470	)
Income tax benefit (expense)		669			0			(159	)		(250	)		0			260
Net (loss) income attributable to Great Wolf Resorts, Inc.	$	(1,210	)	$	3,885		$	13,525		$	743		$	(18,153	)	$	(1,210	)

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
Total operating revenues		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
Total operating expenses		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 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	)
Equity in unconsolidated affiliates		(3,978	)		5,690			0			558			(1,712	)		558
(Loss) income from continuing operations before income taxes		(21,415	)		(3,978	)		3,928			1,980			(1,712	)		(21,197	)
Income tax expense		(66	)		0			(141	)		(69	)		0			(276	)
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 CASH FLOWS

Six months ended June 30, 2013

Successor

(Dollars in thousands)

	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net (loss) income	$	(1,210	)	$	3,885		$	13,525		$	743		$	(18,153	)	$	(1,210	)
Adjustment to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization		0			0			11,546			10,790			0			22,336
Bad debt expense		0			0			7			35			0			42
Amortization of debt fair value		180			(2,838	)		0			189			0			(2,469	)
Non-cash share-based compensation expense		0			0			508			0			0			508
Loss on disposition of assets		0			0			0			170			0			170
Equity in unconsolidated affiliates		(3,885	)		(14,268	)		0			1,504			18,153			1,504
Deferred tax benefit		(101	)		0			0			0			0			(101	)
Changes in operating assets and liabilities		(2,799	)		(1,521	)		5,458			661			822			2,621
Net cash (used in) provided by operating activities		(7,815	)		(14,742	)		31,044			14,092			822			23,401
Investing activities:
Capital expenditures for property and equipment		(4	)		0			(4,747	)		(6,590	)		0			(11,341	)
Investment in unconsolidated related party		0			0			0			(6,712	)		0			(6,712	)
Investment in development		0			0			(2,775	)		0			0			(2,775	)
Proceeds from sale of assets		0			0			11			4			0			15
Increase in restricted cash		0			0			(705	)		674			0			(31	)
Net cash used in investing activities		(4	)		0			(8,216	)		(12,624	)		0			(20,844	)
Financing activities:
Principal payments on debt		0			0			0			(3,331	)		0			(3,331	)
Payment of loan costs		(8	)		(271	)		0			(17	)		0			(296	)
Repurchase of stock for restricted stock tax withholding		(128	)		0			0			0			0			(128	)
Advances from (to) consolidating entities, net		7,101			18,671			(22,729	)		(2,221	)		(822	)		0
Net cash provided by (used in) financing activities		6,965			18,400			(22,729	)		(5,569	)		(822	)		(3,755	)
Net (decrease) increase in cash and cash equivalents		(854	)		3,658			99			(4,101	)		0			(1,198	)
Cash and cash equivalents, beginning of period		10,188			7,524			1,260			9,152			0			28,124
Cash and cash equivalents, end of period	$	9,334		$	11,182		$	1,359		$	5,051		$	0		$	26,926

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Period May 5, 2012 through June 30, 2012

Successor

(Dollars in thousands)

	Parent			Issuers			Subsidiary Guarantors			Non Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Operating activities:
Net (loss) income	$	(5,262	)	$	(3,009	)	$	2,341		$	(2,332	)	$	2,989		$	(5,273	)
Adjustment to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization		0			0			3,827			3,952			0			7,779
Bad debt expense		0			0			7			2			0			9
Amortization of debt fair value		(58	)		(889	)		0			60			0			(887	)
Non-cash share-based compensation expense		0			0			868			0			0			868
Equity in unconsolidated affiliates		3,009			(20	)		0			423			(2,989	)		423
Deferred tax expense		36			0			0			0			0			36
Changes in operating assets and liabilities		62,535			137,928			(64,230	)		(138,243	)		0			(2,010	)
Net cash provided by (used in) operating activities		60,260			134,010			(57,187	)		(136,138	)		0			945
Investing activities:
Capital expenditures for property and equipment		0			0			(1,332	)		(1,932	)		0			(3,264	)
Investment in development		0			0			(14	)		0			0			(14	)
Increase in restricted cash		0			0			0			(1,279	)		0			(1,279	)
Net cash used in investing activities		0			0			(1,346	)		(3,211	)		0			(4,557	)
Financing activities:
Principal payments on debt		0			0			0			(392	)		0			(392	)
Payment of loan costs		(4	)		0			0			0			0			(4	)
Member contributions		1,091			0			0			0			0			1,091
Advances (to) from consolidating entities, net		(73,551	)		(131,166	)		62,268			142,449			0			0
Net cash (used in) provided by financing activities		(72,464	)		(131,166	)		62,268			142,057			0			695
Net (decrease) increase in cash and cash equivalents		(12,204	)		2,844			3,735			2,708			0			(2,917	)
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	$	11,136		$	6,753		$	(206	)	$	7,175		$	0		$	24,858

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 share-based compensation expense		0			0			3,348			0			0			3,348
Loss on disposition of assets		0			0			47			0			0			47
Equity in unconsolidated affiliates		3,978			(5,690	)		0			(558	)		1,712			(558	)
Deferred tax expense		73			0			0			0			0			73
Changes in operating assets and liabilities		14,315			(3,747	)		(3,218	)		(3,581	)		0			3,769
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 (to) 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