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Executives

Stacy Frole - Director of IR

Dick Kinzel - Chairman, President and & CEO

Peter Crage - Corporate VP of Finance & CFO

Analysts

Scott Hamann - KeyBanc Capital Markets

Hayley Wolff - Rochdale Securities

Cedar Fair LP (FUN) Q1 2010 Earnings Call May 6, 2010 10:00 AM ET

Operator

Welcome to the Cedar Fair First Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. (Operator Instructions). I would like to remind everyone that this conference call is being recorded on May 5, 2010 10:00 A.M. eastern time.

I would now like to turn the conference over to Stacy Frole. Please go ahead.

Stacy Frole

Good morning and welcome to our first quarter earnings conference call. I’m Stacy Frole, Cedar Fair’s Director of Investor Relations. Earlier today, we issued our 2010 first quarter earnings release. A copy of that release can be obtained on our corporate website at www.cedarfair.com or by contacting our Investor Relations offices at 419-627-2233.

On the call this morning are Dick Kinzel, our Chairman, President and Chief Executive Officer, and Peter Crage, our Corporate Vice President of Finance and Chief Financial Officer.

Before we begin, I need to caution you that comments made during this call will include forward-looking statements within the meaning of the Federal Securities laws. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements.

You may refer to filings by the company with the SEC for more detailed discussion of these risks. In compliance with SEC regulation FD, this webcast is being made available to the media and the general public as well as analysts and investors. Because the webcast is open to all constituents and prior notification has been widely and unselectively disseminated, all content of the call will be considered fully disclosed.

Now, I will turn the call over to Dick Kinzel.

Dick Kinzel

Good morning everyone and thank you for joining us on the call today. We appreciate your interest in Cedar Fair. It’s been sometime since we’ve spoken with you and we are well aware that this has been rather busy off season. But I want to emphasize that we are very excited about where we are now and where we see things going. Not just for the operating season that is getting underway and over the longer terms well.

So let me take a few minutes to discuss some positive trends that we’ve seen contributing to our momentum as we head into this all-important spring and summer months. I will then address our long-term strategy and targets as we continue to move forward as an independent public company.

Following that, Peter will give you more detail on the first quarter results. And I will return to give you a brief summary of our ongoing capital and marketing programs which we believe will help drive improvement for the remainder of 2010.

Although, it is much too early to determine the kind of year we will ultimately have. We are encouraged by the trends we have seen so far.

As noted in today’s release, net revenues for the quarter were 3% higher than a year ago, primarily due to increase in the tenants in our Western and Southern regions. In other parts, we have signed that our overall seasons passed sales were offering compared to this time last year. This is primarily due to our aggressive marketing campaign, competitive prices, hopefully consumer confidence in the economy and of course, better weather.

Our focus is to get people to make their plans early in the year and buy their season’s passes now at a great value, which will hopefully lead to a greater number of visits throughout the year.

In addition, our groups business booked to date is up slightly compared to this time last year. While it is still too early to call this a trend, we are hopeful that this important segment of our customer base continues to improve as the economy recovers from last year’s recessionary levels. Again, it is still very early in the season but attendance is up at the parks that have opened while average in part for capital spending continues to be soft.

This slowly but steadily improvement environment will be the backdrop of our strategic efforts to continue growing as a public company. That end we will manage Cedar Point with a focus on strengthening our balance sheet generating long-term profitable growth and thereby increasing value to our investors.

We have engaged JPMorgan to assist us and over the next few months we will addressing our capital structure particularly focusing on our debt and creating a stable structure that we can maintain through economic cycles.

Evaluation of our capital structure will consider total return to our unit holders to individually or in a combination debt reduction, growth of the business and the introduction of a distribution at an appropriate level, at the appropriate time. We believe this balanced approach will provide the highest long term value for all of our unit holders.

The combination of well run properties, improving business conditions, our ability to generate significant cash flows and a stronger balance sheet will support our plans to grow the value of our company over the long run.

Before I turn the call over to Peter I would like to briefly comment on yesterday’s news release. We are pleased; we are able to reach an agreement with our largest unit holder Q Funding III, Q4 Funding which will increase our board from seven directors to nine immediately following our 2010 annual meeting of the unit holders.

Maintaining a strong, independent board of directors is critical to our long-term success. We appreciate Q’s ongoing interest in Cedar Fair as well as its willingness to work with us in our mutual pursuit for a long-term unit holder value creation.

From that note, I would like to turn the call over to Peter to discuss our first quarter financial results in more detail

Peter Crage

Thanks very much, Dick. As a reminder and to expand on what Dick already mentioned, revenues from our amusement parks, water parks and other facilities are highly seasonal. Majority of our revenues are realized during a 130 to 140 day time frame, beginning in our second quarter. And most of that revenue is concentrated in the peak vacation months of July and August.

Only Knott’s Berry Farm and Castaway Bay are open year round. So it’s important to remember that our first quarter results are not that significant to the year as a whole. Given that the first quarter typically is less than 5% of full year revenues and attendance. Overall, our results for the first quarter were in line with our expectations

Consolidated net revenues for the three months ended March 28, 2010 were $27.3 million, which is a 3% increase over last year’s $26.5 million reflecting an increase in early season attendance in our western and southern regions. The only park opened full time in the first quarter is Knott’s Berry Farm in Orange Country, California.

Excluding depreciation and other non-cash charges, cash operating costs and expenses were $84 million, an increase of $5.7 million from last year. This was primarily the result of 3.8 million in costs associated with the now terminated merger agreement with Apollo Global Management and to a lesser extent, the negative effect of exchange rates in our Canadian operations. Only 4 of our 17 properties were opened in the first quarter, while the others are preparing to open it for the 2010 operating season.

Operating costs increased slightly compared with last year but we are in line with our expectations for the quarter. Depreciation and amortization decreased $325,000 or 8% compared with a year ago. Interest expense increased to $29.6 million compared with $28.9 million a year ago. This increase was due to higher spreads on the $900 million of term debt that was extended in August of 2009 for a period of two years.

We recorded a net credit for taxes are $57.8 million to account for the tax attributes of our corporate subsidiaries and publicly traded partnership taxes during the first quarter of 2010. This compared with the net credit for taxes of $31.9 million last year. We expect our actual cash taxes to be in the range of $20 million to $23 million for 2010.

After interest expense credit for taxes and a $7.6 million non-cash charge to income for the net effective swaps, the net loss for the quarter ended March 28, 2010 totaled $39.9 million or $0.72 per diluted limited partner unit.

For the first quarter ended March 29, 2009 the company reported a net loss of $53.3 million or $0.97 per diluted limited partner unit. Excluding the $3.8 million in merger related cost and the non-cash charges on the swaps, the current quarter net loss would have been $29.2 million or $0.53 per unit.

With respect to both liquidity and capital resources we ended the quarter in sound condition. Our receivables and inventories are at normal seasonal levels and we have credit facilities in place to fund credit liabilities, capital expenditures and pre-opening expenses as needed. Partner’s equity totaled $102.2 million and our total cash on hand was $5.4 million. The increase in partner’s equity is primarily related to our ability to reduce debt over the past year.

In the last 12 months, we have reduced our debt by more than $120 million primarily through the reduction of the distribution and the sale of excess land in Canada. At the end of the first quarter, the company had $1.5 billion of term debt of which $15.5 million was current and $216 million is borrowed under our revolving credit facility. Our outstanding variable rate long-term debt $1.3 billion has been converted to fixed rate debt through the use of several interest swap agreements. As a result the cost of our debt is approximately 7.3% of the current time. Lastly, as of the end of the first quarter we are in compliance with all financial condition covenants.

Now I’d like to follow-up on Dick’s earlier comment about strengthening our balance sheet. We are comfortable with where we ended the first quarter of 2010 in terms of liquidity and cash flow given our current capital structure. And our cash position along with existing lines of credit will enable us to manage our near-term working capital needs. However, we are focused on our highest priority of creating a sustainable long-term capital structure that will be positioned during economic cycles while retaining appropriate flexibility so that we can consider growth opportunities, retirement of debt and a distribution at an appropriate time in the future.

As Dick mentioned, we have engaged JPMorgan to evaluate opportunities available to us in the capital markets. We felt it was critical to leverage their experience in perspective as we consider a full range of financing arrangements to provide the greatest benefit for Cedar Fair and our unit holders. We’ll keep you posted on our progress and we will continue to take proactive thoughtful steps to address our capital structure and improve unit holder value for the long terms.

Now, I’ll turn the call back to Dick to discuss the 2010 outlook.

Dick Kinzel

Our first quarter results are consistent with our hope that 2010 has the potential to be a turnaround year compared with what we saw in 2009. We expect to build momentum through the $90 million in capital investments we are making this year as well as our aggressive marketing programs. We have invested in a variety of new attractions and shows, many of which already have generated positive response from our guests. These include two signature roller coasters, Intimidator and Intimidator 305 of Carowind’s and Kings Dominion respectively. Along with the new water flume line in Cedar Point, 30 new live shows through out all of our parks and we’re introducing Peanut’s characters in the parks including four new Snoopy Ice shows and two other Peanut shows.

In marketing, we are focused on early season promotions to get attendance off to a quick start, and we are introducing many buy in advance campaigns.

We have switched some of our advertising to online and social media for 2010 such as running specials through Facebook. We’re also upgrading the children’s area at that time of the parks; while three of other parks will introduce nighttime light shows similar to the shows we introduced last year Cedar Point which was very popular with our guest.

Shows like these help balance out more capital intensive investments. And it resonate well with our guest, extend in-park stay and enhance the entertainment value of our parks. In 2010, we are also invest in upgrades for accommodation in a general appearance of our parks.

Regarding our outlook for the full year, we are hopeful that whether at overall economy will allow these early trends to be sustained over the course of the season. If that is the case in our parks performance we expect them to we are confident that we can generate revenue growth of 3% to 5% above last year’s $916.1 million level and a full year adjusted EBITDA not including cost incurred in 2010 in connection with the now terminated merger in the range of $320 million to $340 million.

With our track record of performing well during difficult economic periods, we have every reason to believe that we continue to building on the operating momentum that has already begun and at the same time diligently focus on improving our capital structure and strengthening our balance sheet.

We appreciate to support our unit holders have expressed for the company, the board and the management team remain committed to acting in the best interest of all our investors and executing a strategy that creates maximum value for the long-term.

Now we will open up the call for any questions you might have.

Question-and-answer session

Operator

(Operator Instructions) First question comes from Scott Hamann of KeyBanc Capital Markets, please go ahead.

Scott Hamann - KeyBanc Capital Markets

Just a little bit more color on the seasons pass trends that you’re seeing, can you kind of give us a flavor for the volume and the price mix and then if there’s any regional areas of strength that you would call out at this point?

Dick Kinzel

Our season passes have been strong this year as I mentioned in my remarks, we’re relatively aggressive, low package price this year, basically they’re trying to get ahead of the economy, the economy does not turnaround us and basically in all areas, with the exception of one or two, those seasons passes are strong, it’s still early. For example, one of parks has a very strong Mother’s Day program. And that park is up over last year. However, this weekend is the biggest weekend for them to sell seasons passes. But we’re very optimistic and if we can continue with what we have, we certainly would be up over last year. However, with the strategy we’re using we are sacrificing some per capita in the sale of those passes.

We’re going more to a valuable approach this year as opposed to the other approach of basic being a high price and limiting the number of sales.

Scott Hamann - KeyBanc Capital Markets

Okay. And then in terms of pricing at the parks, on average, what would you say your prices have increased versus last year?

Dick Kinzel

The front gate prices have increased anywhere depending on capital from $1 to $2, our season’s passes were either held the same or in some areas we’ve put promotions. And if you buy four at a time or four pack while you got a special discount on that.

However, we’re are very fortunate that with the internet and that now, we can’t certainly discount more if we see we’re having problems where we certainly can discount the front gate if we have to.

Scott Hamann - KeyBanc Capital Markets

Okay. And then how should we think about the marketing expenses? You’ve talked about being aggressive this year. I’m assuming you’re probably pretty aggressive last year. But for planning purposes, do you anticipate marketing expense being a bit of a headwind this year versus last year?

Dick Kinzel

No. they are just about the same.

Scott Hamann - KeyBanc Capital Markets

Okay. And then just one final question, after you guys have kind of had a chance to dissect the results from last year, that 7% decline in attendance, is there any way that you’ve been able to kind of parse out and maybe by order of magnitude some of the impacts being weather, being the economy, and then kind of on the corporate group sales side? And what gives you confidence that those pieces are going to turn around this year?

Dick Kinzel

Yes, Scott. Everything you mentioned. Last year we really got hit hard. I think the successful season depends on three things, it depends on the capital if you put in, weather and certainly the economy and last year we got hit very hard with weather in all of our parts across the sector and also the economy was very bad for us. And I am knocking on wood but we open the parks, earlier this year. And as our numbers indicate we have very nice weather, very good weather over the Easter period this year and hopefully that trends didn’t continue but after last year you just never know what’s going to happen with the weather.

We are a weather sensitive business but we think the other sector is well the economy is not great, we think we are hoping that may be the general public knows that the bottom of this year, they are going to have a little bit more confidence knowing that they are not going to get laid off this year and basically the economy is going to rise a little bit and with good weather and confidence in the economy. I think we have a great capital program; I certainly have confidence that we can hit the numbers that we just outlined at 320 to 340 EBITDA number.

Operator

And our next question comes from Jeff Kaufman of Sterne Agee, please go ahead.

Unidentified Analyst

Hi. It’s actually (inaudible) in for Jeff Kauffman. I wanted to know if you could talk a little bit about your free cash flow and CapEx outlook for the year.

Dick Kinzel

Based on the EBITDA 320 to 340, I will give you a few components of cash and cash requirements. We had stated in our comments about $20 million to $23 million in cash taxes. We expect interest expenses, cash interest expense to be in their $125 million to $130 million range. And with respect to capital, our seasonal capital is $90 million but our best guess right now is $75 million to $80 million on a fiscal year basis

Unidentified Analyst

Great. And then I was kind of curious, if you could talk a little bit about what you’re seeing in April in terms of season pass and group sales. Are you seeing any sort of acceleration from 1Q or not?

Peter Crage

I think Dick had commented that we are up. I think that has been a pretty steady rise since the beginning of the year. We haven’t seen any significant spike in April, although as I think Dick pointed out, one of our products this coming weekend has a strong Mother’s Day, our sale period and after this weekend we’ll see whether or nor that’s a exceptionally strong, the same or weaker than last year.

Operator

Next question comes from Joe [Lachky] of Wells Fargo, please go ahead.

Unidentified Analyst

I guess starting with the guidance here; I had a couple of questions there. If you look back to the merger proxy, you guys had indicated 2010 projected EBITDA roughly $342 million. And I think that was a far out assumption. Correct me if I am wrong that you guys made back in October. When you filed I guess the proxies in the March, February-March time frame you didn’t update that figure and I guess given that your Q1 was inline with expectations, what’s kind of changed here. Your are now going with our lower 320 to 340.

Peter Crage

When we put together the projections for purposes of Apollo’s evaluation to the company that was disclosed in the proxy, we did those in the September-October time frame of 2009.

At that point in time we had yet to shed the October business and we don’t have a good feel for a how a weekend business. I am referring back to the fourth quarter of 2009. Since those were not updated since they were included the proxy based on what we have projected in September and early October of 2009, the fourth quarter had an impact on our view with respect on our projection forecast for the rest of this year.

Dick Kinzel

Joe just our Labor Day or after Labor Day numbers this year, we lost over 150,000 business capture Labor Day and we lost about 11% revenue just after Labor Day this year mainly that was all because of the weather.

Unidentified Analyst

Okay. Okay, that makes sense. Can you talk a little bit about an update on the refinancing and how that’s going? Is there any sort of time table you’re working under? And obviously your term debt and revolver don’t expire for a couple of years here. But is there any sort of internal time frame you’re wanting to get as far as refinancing goes? And then any sort of options you’re exploring? Or maybe I guess a different way; can you rank in order of preference the options you’re looking at with JPMorgan?

Dick Kinzel

Joe, with respect to your first quarter the time table we do have run ways you pointed out. Our revolving credit facility expires in August of 2011 and our 2012 maturities, our term debt and obviously they mature in February and August of 2012. We do have run rates but after the merger was terminated, we met with a number of banks and the story and the background we are hearing now that we reenter the market as a very strong market both on the high yield as well as in the bank market, for a number of reasons.

So a time frame is to look and do something here over the next few months as we have disclosed in our prepared remarks. It obviously depends on the market, it depends on the JPMorgan’s recommendations and so but having said that we do have run way but if the market is strong I think the board is comfortable with moving forward or something hereof the next few months.

With respect to your second question the preference, we don’t have a preference right now. We are finalizing our thoughts and finalizing our plan. We do obviously have a $1.5 billion in debt and some of that is we would consider permanent capital. So we are trying to evaluate the best mix to number one, create a structure as we said in the prepared remarks that’s stable but flexible. So given those two objectives we are going to put together something here that makes sense.

Unidentified Analyst

And, Peter, you had to borrow essentially on your revolver to pay down some of the term debt in order to meet your covenant in the fourth quarter. I think it was $39 million. Did you have to do that in the first quarter and did you foresee any sort of issues under the current structure of the covenants meeting that by the end of the year when it steps on again?

Peter Crage

We, the answer to your question is yes, we did at the end of the year and yes, we did in the first quarter. Good news is though we don’t see an issue to with respect to covenant compliance. Under the current credit agreement as we disclosed in our 10K, unless the season was incredibly bad. As Dick points out, we had some interesting trends, some good trends. So we don’t see that as a concern at this point in time. I haven’t said that those are temporary issues.

At the timing, our seasonality creates periods of a very strong cash inflow and periods where we have our strong cash outflow. Those are measures that were taken to deal with our covenants in the early part of the year based on definitions that were part of the former credit agreement. And that is the reason why we’re in the market right now.

Unidentified Analyst

And last question here. Can you give us some details on the swaps here that are causing these non-cash charges? What are we exposed to here? Is it foreign exchange swaps or the interest rate swaps? What’s going on there?

Peter Crage

Let me start by saying that the reason we entered these swaps a number of years ago is in response to our distribution policy, we wanted to create stable interest costs. So we fixed a good portion of our variable rate debt.

So having said that and the fact that we had commented in call that our all in interest rate is about 7.3%. These swaps now migrating to the P&L are really an accounting issue. The swaps themselves went ineffective by definitions within the applicable accounting rules, doesn’t affect interest expense.

Our cash interest expense remains the same and the swaps are still doing as we intended them to level cash interest cost. Clearly, as we look to refinance our debt we will be reevaluating this swaps and revaluating our posture with respect to fix versus variable rate debt going forward.

Unidentified Analyst

And since you classified is ineffective swaps, so you just have open exposure there I mean why aren’t they?

Peter Crage

Correct because they weren’t effective they migrate from other comprehensive income that flows through equity section to the P&L, so again it’s a non-cash charge that glows, that instead of showing up another comprehensive income and equity shows up in the P&L, again non-cash. The effect of those swaps and the intended purpose of those swaps had not changed even though the accounting is migrated from the equity section to the P&L.

Operator

Our next question comes from Hayley Wolff of Rochdale Securities, please go ahead.

Hayley Wolff - Rochdale Securities

A couple of questions; first, you said something about exchange rates, foreign exchange. When we move into the heart of the operating season, you should get a foreign currency benefit from the Canadian parks?

Peter Crage

Sure, yes, because we had expenses in the first quarter, the weaker dollar affected us and as we generate revenues yes, you are right it would help us.

Hayley Wolff - Rochdale Securities

Okay. And then can you comment on how operating days fall this year versus last year? And then related to that, the Halloween falling on a Sunday, how that fits into everything?

Dick Kinzel

Operating days are pretty similar to what last year, should not any effect at all.

Hayley Wolff - Rochdale Securities

Okay.

Dick Kinzel

We helped a little bit earlier but it makes it up on the other hand

Hayley Wolff - Rochdale Securities

And then Halloween on the Sunday does that have any positive effect, negative effect for your festival?

Dick Kinzel

Could you repeat that I am sorry?

Hayley Wolff - Rochdale Securities

With Halloween falling on a Sunday, does that influence visitation in any way, shape or form?

Dick Kinzel

No, it shouldn’t.

Hayley Wolff - Rochdale Securities

Okay.

Dick Kinzel

I have to ask is that late in November its Halloween? This is an October. [Multiple Speakers] That will be all right. So it’s almost likely that will be our last operating day. Shouldn’t have any effect at all Hayley.

Operator

Ladies and gentlemen (Operators Instructions). We have this follow-up questions with Scott Hamann of KeyBanc Capital Markets, please go ahead, sir.

Scott Hamann - KeyBanc Capital Markets

Okay, just to follow-up on the operating days’ question, it sounds like it’s the same year-over-year. But in terms of the timing for the quarter, is that also going to be very comparable for each of the quarters?

Dick Kinzel

Yes, the quarters are comparable. You won’t to see periods with significantly more or less operating days versus last year.

Scott Hamann - KeyBanc Capital Markets

Okay. And the assets that you had up for sale last year, the two parks, are those currently up for sale or what’s the status there?

Dick Kinzel

No, I think what we’re concentrating on now is getting our balance sheet in shape and then we’ll make a decisions based on what’s in the best interest of the unit holders going forward. But our primary concern right now is to get our balance sheet in shape and get our debt in line.

Scott Hamann - KeyBanc Capital Markets

Okay. And then, Peter, on the interest expense number that you gave, how much debt does that contemplate you pay down this year?

Peter Crage

That contemplates based on the cash flow calculations that we would pay down, a good portion of the remaining cash flow $70 million to $80 million over the year.

Scott Hamann - KeyBanc Capital Markets

Okay. And then is the plan still what you laid out last year in terms of paying down a couple of hundred million bucks over the next couple years?

Peter Crage

We obviously are re-evaluating that right now, if we are going to go into the markets. Clearly, we want to look at the three things that Dick had mentioned. Number one, obviously stability for looking at repaying debt, looking at growth opportunities also looking at a distribution at the right point, at the right amount.

So, if we can achieve the levels of EBITDA that we liked the 320 to 340, we have that available cash flow, the question is what were the construct of the new credit facility look alike and when we were evaluating that as we speak.

Scott Hamann - KeyBanc Capital Markets

Okay. Are you still looking at the partnership structure? And I was kind of curious how your current partnership structure kind of dovetails with the distribution strategy over the long-term. You don’t have to pay one, but I believe in one of the filings you said that your current strategy was kind of inconsistent with being in partnership.

Peter Crage

Well, obviously when we had to suspend the distribution that isn’t necessarily put you on a take and an MLP having said that, we look at that every couple of years and evaluate it, we have to evaluate a number of things with respect to that and 80% vote of our unit holders as well as the fact that there is potential tax in fact if we were to convert it. So, those are the things that we look at on a regular basis.

And that’s going to be part of this evaluation as well.

Operator

Gentlemen, there are no further questions at this time. Please continue.

Dick Kinzel

In closing I want to thank you for your questions and your interest in Cedar Fair. You could be assured that the board or management team will continue to make every effort to maximize a near and long-term value potential at Cedar Fair as a public company. We believe we are headed in the right direction in our effort to improve our capital structure, but we have a sound business strategy in place to generate profitable growth. We look forward to reporting our progress to you in the future

Stacy Frole

Thank you, everyone for joining us on the call today. Should you have any follow-up questions, please feel free to contact me at 419-627-2227. We look forward to speaking to you again in about three months to discuss our second quarter results.

Operator

Ladies and gentlemen, this concludes the conference call for today. Thank you for participating and you may now disconnect your lines.

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