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Cedar Fair, L.P. (NYSE:FUN)

Q2 2010 Earnings Call

August 03, 2010 10:00 a.m. ET

Executives

Stacy Frole - Director, IR

Dick Kinzel - President & CEO

Peter Crage - VP. Finance & CFO

Analysts

James Hardiman - Longbow Research

Michael Walsh - Wells Fargo

Mike Pace - JPMorgan

Ross Haberman - Haberman Management Corp

Jane Pedreira - FBR Capital

John Maxwell - Jefferies & Co

Jeff Kauffman - Sterne, Agee

Operator

Good day ladies and gentlemen and thank you for standing by and welcome to the Cedar Fair's Second Quarter 2010 Earnings Conference Call, (Operator Instructions). This conference is being recorded today Tuesday, August 3rd, 2010.

I would now like to turn the conference over to Ms. Stacy Frole, Director of Investor Relations.

Stacy Frole

Thank you Joe, good morning and welcome to our second quarter earnings conference call, earlier today we issues our 2010 second quarter earnings release, a copy of the release can be obtained on our corporate website at www.cederfair.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 addition, in accordance with Regulation G, non-GAAP financial measures used on the conference call today are required to be reconciled to the most directly comparable GAAP measures.

During today's call, we will make reference to adjusted EBITDA as defined in our earnings release. The required reconciliation of adjusted EBITDA is in the earnings release and is also available to investors on our website via the conference call access page. In compliance with our SCC Regulation FD, this webcast is being made available to the media and the general public, as well as analyst 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'll turn the call over to Dick Kinzel.

Dick Kinzel

Good morning everyone and thank you for your joining us one the call today, we appreciate your interest in Cedar Fair. It's been three months since we last talked, a lot of good things have happened since then.

In June we added two new members to our Board of Directors, last Thursday we announced the successful refinancing of our debt, which provides us with a more secure capital structure and more importantly, as you read in the morning's earnings release, results through July are positive.

So I'd like to take a few minutes to discuses the trends we have seen that are contributing to these results as we heard into the second half of operating season. I will then address our long term strategy and targets as we continue to move forward with our plans to strengthen our balance sheet, reinvest capital into our properties and restate a distribution at an appropriate time in the future.

Finally Peter will give us more details on the second quarter and six months results. He will also provide more color around the terms of our recent refinancing. We are encourages by the trends we have seen so far in 2010, however we still have a lot of the 2010 season ahead of us.

As noted in today's release, net revenues for the quarter were 4% higher than a year ago and it's important to point out that we're able to generate that increase on over 40 fewer operating days, due to Memorial Day falling a week later this year.

The improved results are primarily due to increased attendance in our western and southern regions coupled with improved out-of-park revenues. The positive attendance trends are a result of an increase in seasons pass visits this year.

This is primarily due to our strategy of continuously reinvesting in our parks, including new rollercoaster's at Kings Dominion, and Carowinds, coupled with aggressive marketing campaigns, competitive pricing and of course better weather so far, which is always helpful.

In addition, attendance to the six -- for the first six months of the year, benefited from a modest increase in early season group sales. This is a result of a more targeted sales program, focusing on business and industries that appeared to have withstood the recession well, along with the return of some group bookings that did not occur in 2009. These trends have already continued into July.

Revenues are up year-over-year by approximately $23 million for the first seven months, in fact through the last weekend, we have already entertained more than 13 million visitors. This is 752,000 more visitors than at this time last year. A large portion of these increased visits continues to be in the form of improved seasons passing group sales, which have admittedly placed a little bit of pressure on our average in-park guest per caps, which are down approximately 2%.

We anticipated per caps may be lower due to over all marketing strategy at certain parks this year. Our goal however, is to maximize revenues and operating profits, which is achieved through an optimum mix of attendant and in-park spending at each individual park.

Our marketing focus has been to get attendance off to a quick start, which I believe we are successful in doing. Our promotions have focused on creating urgency, improving attendance in certain categories, such as seasons passes and group sales and driving traffic to the park during specific periods and in markets where we maybe experiencing weaknesses.

We have introduced many buy-in-advance campaigns that have done well this season. We have also switched some of our advertising to online and social media for 2010, such as running specials through Facebook. In fact, on Facebook alone, we have over 1 million fans across all of our parks.

We have also partnered with a company to start a text messaging program at the individual parks. This program will allow us to instantly promote various restaurants, merchandise, games and special events at the parks through text messaging. This use of digital and social media will make us more effective in attracting attention to our parks and strengthening our relationship with our customers.

I'm modestly pleased with the guest response that we've had from our major new attractions, including the rollercoaster's at Kings Dominion and Carowinds. We are also pleased that our five new Planet Snoopy children's areas are receiving very high ratings and customer satisfaction.

This weekend all of our parks will be celebrating Snoopy's 60th birthday. There will be special event taking place at every park and Snoopy and the Peanuts gang will be out in full force. It should be a great family event.

All of this contributes to enhancing the overall entertainment values of our parks. We continue to take steps to improve our capital structure and strengthen our balance sheet. Last Thursday we announced we had successfully completed the re financing of our debt. This accomplished two priorities for us, greater certainty within our capital structure and significantly enhanced financial flexibility

This flexibility allows us to consider total return to our unit holders through, individually or in 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 investors. The combination of our well run properties and aggressive marketing effort, the improving business conditions, our ability to generate significant cash flows and an improved capital structure will support our plans to grow the value of our companies over the long run.

Though our 40 -- with almost 45% of our planned attendance to go, we are hope full that we can continue the positive momentum we experienced through the month of July into the next peak vacation month of August in the important fall season. At this time based on preliminary July results we remain confident that we will achieve our 2010 guidance of a 3% to 5% increase in net revenues and full year adjusted EBITDA, excluding one time cost of between $320 million and $340 million.

Before I turn the call over to Peter, I'd like to publicly welcome Eric Affeldt and John Scott t our board of directors. These two gentle men have already provided valuable input through out the refinancing process. We will continue to benefit from there expertise as we move forward in this challenging business environment. We are fortunate, they have them as members of our board of directors and I look for to working with them in the future as we continue to grow our business.

On that note I'd like to turn the call over to Peter to discuss our second quarter financial results in more details.

Peter Crage

Thank you Dick, allow me to begin by emphasizing that virtually all of our revenues from seasonal amusement parks, water parks and other resort facilities are realized during a 130 to 140 day upgrading period beginning in the second quarter, with the majority of revenues concentrated in the third quarter during peek vacation months, of July and August.

Only Knott's Berry Farm and Castaway Bay are open year round, with both operating at there highest level of attendance in the third quarter, thus I caution you that it's always risky to jump to any conclusion about full year results based on second quarter numbers alone.

As of last Sunday, August 1st, approximately 45% of our planned attendance is yet to come. Overall our results for the second quarter were inline with our expectations in improved from 2009, consolidated net revenues for the six months ended June 27th, 2010, were $302.9 million a 4% increase over last years $290.6 million .

This reflects an increase in attendance in our western and southern regions as well as a 3% or $1 million increase in out-of-park revenues, including resort hotels.

In addition, to a lesser extent the increase in revenue reflects the impact of exchange rates and the weakening U.S. dollar on our Canadian operations from this time last year. During the six months period, we entertain 7.1 million visitors, a 7% or 477,000 visit increases over the same period a year ago.

As Dick mentioned earlier, the improved attendance was largely due to an increase in season pass visits and some improvement in group sales. Through the first half of the year, average in park guests per capita spending increased in the northern region, but this increase was offset by decline in spending, in the southern and western regions. Declines in the southern and western regions were in part, the result of increase and season pass sales and the result in the shift in attendance mix towards season pass visits, typically a lower per capita guest.

Nevertheless, even wit the decrease in the per capita spending, we were able Operator generate improved revenues in these regions. Excluding depredation, amortization and other non-cash charges, cash operating cost and expenses were $276.4 million, an increase of 17.9 million from last year.

This increase was primarily the result of $10.3 million in costs associated with the merger agreement that was terminated in April. $2.5 million of legal and other coasts incurred to refinance our debt and to a lesser extent, he negative effect of exchange rates on our Canadian operations.

Excluding one time costs for the merger and refinancing efforts operating costs were in line with our expectations. Those of you who regularly follow our results, know we believe adjusted EBITDA (Earnings Before Interest Taxes Depreciation Amortization) and other non-cash items, provides meaningful insight into our operating results, since we use it for budgeting, cash flow analysis and measuring park level performance.

Because it's important to us, we make it a point of sharing it with investors. With the fiscal six months period, adjusted EBITDA was $26.5 million, a $5.6 million decrease from 2009. A decline in adjusted EBITDA is entirely attributable to the $12.8 million of incremental cash costs associated with the terminated merger and debt refinancing efforts.

Deprecation and amortization increased $687,000 or 1% compared with the year ago. Interest expense increased $2.6 million to $62.4 million compared with $59.8 million a year ago. The increase was due to higher spreads on the $900 million of term debt that was extended in August of last year, we recorded a net tax benefit of $15.6 million to account for publically traded partner ship taxes an the tax attributes of our corporate subsidiaries during the first half of 2010, as compared with the tax benefit of $29.3 million last year.

We expect our actual cash taxes to be in the range 20 to $23 million. After interest expense, credit for taxes and a $9.6 million non cash charge to income for the change in the fair value of swaps, the net loss for the six months ended June 27th 2010 total $44.1m or $1.08 per diluted limit partner unit.

With the six months ended June 28th 2009, the company reported a net loss of $45.9 million or $0.83 per diluted limited partner unit, excluding $12.8 million in one time merger and financing related costs. Our 2010 first half net loss would have totaled $31.9 million or $0.57 per diluted limited partners unit.

The quarter ended June 27th, 2010; net revenues increased $11.5 million or 4% to $275.6 million from $264.1 million in 2009. This increase reflects a 7% or 413,000 visit increase in attendant and a $1.4 million or 5% increase in out-of-park revenues, including resort hotels.

This increase was offset slightly by a 2% decrease in average in-the-park guest per capita spending. As we mentioned earlier, the increased attendance and decline in per capita spending will result of increase season pass and to a lesser extent, group sales.

Cash operating costs and expenses for the quarter increased 7% or $12.3 million to $192.4 million from $180.2 million in 2009. Primarily due to $6.5 million of costs incused in connection with the terminated merger and $2.5 million of legal and other costs incurred in our debt refinancing efforts during the quarter.

After deprecation, amortization and other non cash costs operating income for the quarter totaled $37.8 million down $2.9 million from $40.7 million for the second quarter of 2009.

Adjusted EBDITA for the second quarter decreased less than 1% to $83.2 million from $84 million a year ago. The $800,000 decrease in adjusted EBITDA was entirely attributable to 9 million of cash costs associated with the terminated merger and debt refinancing efforts.

Excluding these merger and refinancing costs, adjusted EBITDA would have totaled $92.1 million, up 10% from 2009 as a result of increases in both attendance and revenues during the second quarter.

Now on to more current results, during July positive revenue in attendance trends have continued through this past Sunday August 1st. Total revenues are up approximately $23 million or 4% year-over-year.

Consistent with second quarter results, improved attendance is the primary contributor for the increased revenue. This past weekend, our parks have entertained approximately 13.4 million guests, representing a 6% or 752,000 visit increase over the first seven months of 2009. Out of park revenues increased approximately $3 million or 6% while in-park guest per capita spending remained down 2%.

With respect to both liquidity and capital resources, we ended the quarter in sound condition. Our receivables inventories are at normal seasonal levels, and we have credit facilities in place to fun current liabilities, capital expenditures and operating expenses if needed. Partner's equity totaled $110.2 million and our total cash on hand was $23.9 million.

As Dick mentioned earlier, we completed the refinancing of our senior secured credit facilities. Our current debt structure now consists of a $1.175 billion six and one half year senior secured term debt, $405 million in eight years senior unsecured notes and a five ear $260 million revolving credit facility.

This will provide us with a necessary flexibility we need to successfully pursue our strategy, which includes continued reinvestment in our parks, debt reduction, as well as distributions in an appropriate time in the future. We are comfortable with where we stand in terms of liquidity and cash flow given our new capital structure.

We now have addressed our refinancing risk by successfully extending out debt and improving the structure of historically good rates given our credit profile. As a result of this transaction and our existing swaps which expire in 2011and early 2012, our current cost of debt is approximately 9%.

Although this cost of debt is increased, given the uncertain state of the markets and that the fact that our debt would have begun to mature in august of 2011 be believe this was the prudent approach. We will now look to rebalance our current swapped to fixed rate debt with an appropriate mix of sixth and variable rate components.

Our goal is to create a structure that allows for reasonably predictable cash flows while not being overly exposed to market risk. For 2010 we anticipate our full year cash interest cost to be approximately $140 million.

The new 2010 Senior Secured Credit facilities include typical maintenance covenants. One of the more important covenants is the consolidated leverage ratio.

Beginning with the third quarter of 2010 this ration is set at 6.25 times consolidated total debt to consolidated EBITDA as defined in the credit agreement, stepping down over time. Similar to our prior credit agreement, the consolidated total debt does not include borrowings under our revolver.

Based on debt levels on the time of closing our consolidated leverage ratio was 4.9 times, under the provision of the 2010 credit agreement. This provides us with significant consolidated EBDITA cushion on the consolidated leverage ratio.

The 2010 credit agreement also includes a $20 million annual restricted payments basket. These restricted payments are not subject to any specific covenants. Beginning in 2012 additional restricted payments are permitted based on an excess cash flow formula, provided that our pro forma leverage ratio is less than 4.5 times consolidated debt, to consolidated EBITDA as defined in the 2010 credit agreement.

We are pleased we were able to refinance our debt with favorable terms given the state of the credit market over the past two years. The fact that we were able to complete a transaction like this in an uncertain economic environment is a testament to the enthusiasm our lending partners have for our business model, growth potential and value creation.

This refinancing provides long term stability to our capital structure and will allow us to focus on growing our operating results at the park level, while reducing debt and strengthen our balancing sheet. It's also provides us with a flexibility to be able to consider restricted payments, such as a distribution at an appropriate time in the future.

We are in a much stringer position having completed this important transaction.

Now I'll turn the call back to Dick.

Dick Kinzel

Thanks Pet, before we turn the call over for questions. I'd like to follow up on the $20 million restricted payment previsions we have within the 2010's credit agreement, as we have said in the past our focus was on creating a capital structure that allows us the flexibility to manage a business, this provision does just that. While it provides us with some flexibility in regards to the usage of our available cash flow it does not guarantee a distribution. If a distribution is to be paid, it dose not dictate the level.

We have worked very hard over the past 18 months to improve our capital structure and reduce debt. Now that we have accomplished a major milestone towards this goal, we do not want to loose sight of what still lies ahead of us. We still have a large amount of debt on our balance sheet and we need to be prude with our management and cash flows and the usage of available cash to maximize value to the investors.

We appreciate the support our investors continue to express for the company, the board and management team remain committed to executing a strategy that creates maximum value for the long term.

Now we will open the call for any questions you have, Joe, I'll turn it over to you.

Question-and-Answer Session

Operator

Thank you sir, (Operator Instructions), our first question comes from the line of James Hardiman with Longbow Research, go ahead please.

James Hardiman - Longbow Research

Good morning and thanks for taking my call. Just wanted to make sure I understand the $20 million bucket here. The current covenants of your new debt agreement prevent any distributions above and beyond that $20 million, at least until 2012, is that correct?

Peter Crage

James, this is Peter, there -- for 2010 the answer is yes, in 2011, I'll be at a different objective to achieve, there is an opportunity for another $20 million, provided our senior secured leverage is below three times. As I said, that's a tall order. But then in 2012 the excess cash flow construct comes into play that is correct.

James Hardiman - Longbow Research

And can you just give us a little bit of color, when you talk to your big shareholders, your board, I'm not sure if you ever talk to potential shareholders, how do they look at their preferences in terms of uses of cash? And how do you incorporate that into your plans going forward?

Dick Kinzel

James, this is Dick, Peter and I will sort of double team then. We certainly keep in tune with any of our investors, be it large or small, and our two or three largest investors are certainly aware of what's going on and I can tell you that for the most part, one of our large investor certainly has been in the loop for everything that we've done, the other one we can't comment too much on, because they don't agree with some of the things we are doing on the debt that has been finalized. But Pete why don't you.

Peter Crage

You see James -- we've heard -- obviously the distribution has been something that has been near and dear to investor's hearts for many years. Having said that, given the market that we just came through, playing the distribution and dealing with these debt levels was relatively difficult.

We've heard from investors both sides of this. We'd like the distribution to come back as soon as possible, at the same time many of our investors understand that a load of debt being five -- five and a quarter times levered in a seasonal business that's effected by economic downturns, it's something that's untenable. So, what we've tried to do here is balance that, balance what we hear from both groups of investors and do something do to bring back the distribution as soon as possible.

But at the same time, balance that against the need to bring down debt and to create a stronger balance sheet, so we hope that this, we believe this accomplishes that goal and hope the investors are happy.

James Hardiman - Longbow Research

And then can you just help me understand how you get to that 9% aggregate debt cost. I understand your swaps. My understanding was that swaps converted about $1 billion to a 5.6% rate. I think that was the number in the most recent K. How do I get to that 9% and what does that number look like without the swaps?

Peter Crage

Yeah, the 9% is relatively complicated because we have a half a year under the old credit agreement with existing swaps. We have a half a year with our notes at yielding nine and three-eights, as well as a 1.5% Libore floor and a 400 basis points spread so I will tell you, it's a combination of those two without getting into the details of the calculation.

As the combination of those two for 2010, if you do exclude those swaps we're down in the load and mid 7% range. So those swaps that we entered in 2006 that still exist and of course the objective back then was to create very predictable cash flows.

Those are obviously putting up with pressure and interest expense, but the important thing to note is that those expire in 2011 and we are right now looking at ways of either blending and extending to take down interest cost over the next year and a half or looking at forward starting swaps to make sure that we are properly balanced as I had mentioned in our prepared regards.

James Hardiman - Longbow Research

Great. And then my last question, just in terms of margins. Prior to the recession, the big focus was getting the Paramount parks ramped up to the type of profitability that you historically generated out of your legacy Cedar Fair parks. I don't know to what degree that focus got hijacked by the recession. But how do the margins compare in the two groups of legacy parks at this point and is there any continued opportunity on the margin side from continued improvement of the Paramount parks?

Dick Kinzel

James we really done break out individual park, but I can tell you certainly the recession sort of heightened our time table of getting those back into our -- onto the legacy park margins and mainly because we had to accelerate, unfortunately, some cuts we were planning on doing later. But I can tell you that all the parks now are well within the guidelines that we've conferrable with.

James Hardiman - Longbow Research

And so, if I think about peak margins in '06 of 37%, do you think you'll ever get back to there? And how do you get there, what's the time table? How do you think about that?

Dick Kinzel

James, it's a tough question, certainly the economy plays a lot of roles in that, as you can tell our per capita are down about 2%, the reasons for that is we're discounting more than we've ever have to before, we've had to jump -- we've had to compromise on some of our price integrity to get people through the doors. Certainly the hotel business is down, one of the things we've found very favorable this year is, we're offering discounted tickets for people -- discounted ticket for the park to people that stay in your hotels, which certainly effects the per capita.

So basically it's going to be very different to get back up to that 37% until the economy really turns around and we can start getting more integrity out of our pricing.

James Hardiman - Longbow Research

Excellent, thanks, guys.

Operator

And your next question comes from the line of Michael Walsh with Wells Fargo, go ahead sir.

Michael Walsh - Wells Fargo

Good morning, guys. Just filling in here for Tim Conder. I had a follow up question. Should we expect any type of financing or merger costs to come through in Q3? Is there anything material there?

Peter Crage

It's -- we're going through that right now, on the merger I would say no. On the financing we're trying to determine weather this is a amendment or a brand new financing which will happen different P&L impact. The cell for the time being, it's difficult to tell, we're working through those number right now.

Michael Walsh - Wells Fargo

Okay. I think in the last call we talked about season and group sales passes were 50% booked, back in the beginning of May. I just wanted to see where we are at right now with that.

Dick Kinzel

This time of the year most of our book, we're about by 80-85% of.

Peter Crage

We're selling a few season passes.

Dick Kinzel

But it's pretty well over, in fact we're going to start next years program pretty quickly, actually with Snoopy's birthday, we're going to start promoting next years seasons passes, already I can tell you this Michael that seasons passes are slightly ahead of 2008 and they're ahead of 2009 and our group sales are ahead of 2009, but we're just a little bit behind 2008, so we haven't caught up to 2008's levels yet, with exception on the group sales side.

Michael Walsh - Wells Fargo

Okay, is there any markets or parks that you guys are seeing any particular weakness in? I know you'd comment on that, some of the western and southern regions are doing pretty well in terms of some of the season passes.

Dick Kinzel

Our Canadian park right outside Toronto seems to be the sort of week this year and that's the one that's down, but for the most part all the other parks are doing very well.

Michael Walsh - Wells Fargo

Great, thanks, guys.

Operator

And our next question comes from the line of Mike Pace with JPMorgan go ahead sir.

Mike Pace - JPMorgan

Hi, thank you. One for Peter and one for I guess Dick or Peter. Peter, I'm just trying to simplify your answer on the swaps question. If I heard this correctly, you estimate that you would save roughly 200 or some odd basis points on what was the number, $1 billion of debt, once these swaps roll off. Can you just remind us how much rolls off at the end of '11 and then how much again rolls off in early 2012?

Peter Crage

What rolls off at the end of '11 -- on to of '11 is the $ 1 billions of the domestic swaps. What's rolls off in February, I believe, of 2012, I think we're hedging about $200 million - $260 million in U.S. denominated debt on our Canadian sub city or obviously that all. Changed with the new credit agreement, but it's a $1 billion in 2011 and 216, 2012.

Mike Pace - JPMorgan

And was that 200 basis points roughly what you said? I'm sorry I couldn't write it all down.

Peter Crage

That's again an estimate about 200 basis points since of course we fixed 526 on the vast majority of our term loan.

Mike Pace - JPMorgan

Okay, great, thanks. And then just my last question, putting the covenants aside for a second, can you or Dick remind us where you want the balance sheet to be before you consider reinstituting a more meaningful dividend, above and beyond what you do for tax purposes for unit holders?

Peter Crage

Obviously that will be a ongoing analysis. Clearly, the credit agreement is clear and at 4.5 times total leverage at that level we can conceder, the board can consider paying a meaning full distribution in 2012, Dick did you want to comment over all on the view, but I think it's 4 to 4.5 times, it's always been our.

Dick Kinzel

That has always been our goal and the other goal we had, which the bankers were very generous with is, we certainly understand the cash problems that our unit holders have and that they're going to be facing in April of 2011 and I think that we've addressed those in the covenants.

Mike Pace - JPMorgan

Okay great, thank you.

Operator

And our next question comes from the line of Ross Haberman with Haberman Management Corp, go ahead sir.

Ross Haberman - Haberman Management Corp

Good morning gentlemen how are you.

Dick Kinzel

Good morning.

Ross Haberman - Haberman Management Corp

Just a couple quick questions. Could you refresh us on what the capital expenditures are going to be for this year and possibly next year?

Dick Kinzel

Yeah, we're going to be right on $90 million this year. We had three large capital programs of this year and we haven't disclosed next year's capital yet but, historically we're always between 80 and $90 million in CapEx that we're very comfortable with.

Peter Crage

Well following through that cash flow statement that's seasonal CapEx might be between 80-85 million if you're modeling this, we figure about 85 million in cash flow this year to Dick's 90 million, right in hat range.

Ross Haberman - Haberman Management Corp

And if my math is right, you should be paying back about $75 million or $80 million worth of debt this year?

Peter Crage

Hey that's a good estimate, you should know that the majority of that would be paid on our revolver, if you remember from earlier this year used the revolver to deal with our term debt and our covenant issues, so that would be paying a -- revolver objective is to try to bring our revolver down to more comfortable levels.

Ross Haberman - Haberman Management Corp

And just two other quick numbers questions. $1.693 billion you show on the balance sheet of debt, that's net of the $23 million, $24 million of cash?

Peter Crage

The billion as of June?

Ross Haberman - Haberman Management Corp

Yeah.

Peter Crage

The June and now we got 23 million, we have a 1 billion in long term debt we have 1.5 billion, we have 197 million in revolver, 1 billion side in -- and term that as of June 30th, and then we have 23.9 million in cash gross.

Ross Haberman - Haberman Management Corp

Okay. Got it, got the numbers. You were talking about, and I had forgotten if you had sold some of that excess real estate you were talking about a year or two ago. You had I think it was a piece in Canada, next to one of your parks. Where does the whole excess real estate disposition stand today?

Dick Kinzel

The Canadian land was sold, that correct, that was put on the debt. The only land that we only have out there now for sales basically the old Geauga Lake property in Aurora, Ohio. And basically due to the economic conditions there's certainly no building going on, so that land is basically sitting there, but once the economy turns around via, we certainly hope we can divest of that property in appropriate time.

Ross Haberman - Haberman Management Corp

Thanks guys. Best of luck

Operator

And our next question comes from the line of Jane Pedreira with FBR Capital, go ahead please.

Jane Pedreira - FBR Capital

Hi, good morning. Can you just give us a little bit of big picture where your group business was sort of as a percentage of the overall attendance back maybe in '08, kind of before the recession hit and maybe where you are this year? Where you expect to be? Kind of group business as a percentage of the overall attendance?

Peter Crage

Jane this is Peter, typically our group business is about 25% of our attendance, between group and season pass, between 45 and 60% depending on the year. Dick had mentioned, well we brought back some groups this year bit no to the 2008 levels. To give you an estimate of where we think we'll be at the end of year is difficult to say because we still have this, Dick said 45% of the season left to go. So those are some rough numbers, but that's that best I can do for you.

Jane Pedreira - FBR Capital

And then can you say of the group business that you have is that slanted more towards school outings that you might see in the second quarter, or might it be corporate groups that you would see also in October, September, October time frame?

Dick Kinzel

While the school business is in the first part of the season before school is out and corporate picnics in that are during the heart of the season and basically during the fall promotions, it's mainly walk up and internet business. We don't good evening get a whole lot of group after Labor Day. And I think majority of our group business is always -- is pretty well looked or 2010, we're still out there knocking on door and one thing that we are following very closely is -- we're seeing a lot of this year of a lot of short time periods to book technique, so for the first time I think companies are checking there economic and there cash flow is coming in and -- so we're getting a lot of last minute picnics that's they're supposed to booking up three or four months in advance.

Jane Pedreira - FBR Capital

Okay, but for the larger groups, is it fair to say that they're in the guidance for the year at this point?

Dick Kinzel

Well what we budget are for groups sales, yes, it's what we budged for in groups sales is there and what we budgeted for in seasons pass is there. Is that what you mean by Jane?

Jane Pedreira - FBR Capital

Yeah, in other words, so there may be some upward revision from the picnics that you're referring to that are shorter time frame. But it sounds like the larger groups are already booked for the year?

Dick Kinzel

Yes, I would say yes.

Peter Crage

Right, unless there's big pointed out, unless there on a timing, we could get a call next week for a picnic in May -- to late August, the booking windows have tightened, so difficult to say that all of them have absolutely booked at this point in time.

Dick Kinzel

You know we're still our knocking on doors and making calls for sure.

Jane Pedreira - FBR Capital

Okay, that's good. In terms of your sponsorship revenue, I don't know how material that is to the overall business, but are you seeing any upticks this year in terms of sponsors? Is the media spend increasing this year, or do you think that's really next year's business?

Dick Kinzel

You know sponsorship is -- it is what it is and if your trying to compare that with our competitor, it's very, very difficult to do that, but if your talking about our media spend, it's pretty much in line like what we did last year and we approve of the model that we follow and so our media spends are right in line where we expect them to be.

As I mentioned in my opening remarks, we shifted some of that to the internet and social media network, but for the most part our budget are pretty much followed every year and they don't vary that much with the exception of inflation or if we have special promotions and things like that.

But our sponsorships are what they are, we don't promote them real heavily, we have some but not a whole lot, Jane. But I think the way you define sponsorships also.

Peter Crage

Well it's a small portion of our business Jane, we got competitive points out, there is substantial sponsorship opportunity, Dick has mentioned many times, we don't see that without a cost and so it all falls down to them, ultimately to the margin but, on the sponsorship side, there going to be a little bit of pressure.

This year obviously as companies have pulled back in there marketing and there media spend. But it's remained relatively steady from prior and we expect it stay steady in the next year hopefully.

Jane Pedreira - FBR Capital

Okay, that's good. And then my last question is just with the credit facility. I don't know if that's been filed yet, but I'm trying to find out if the revolver has sort of like an evergreen quality where you need to pay it down to zero at any particular point in time during the year?

Peter Crage

We have a clean down provision in the revolving credit facility that does not come into play until 2011 and it requires a 30 consecutive day balance of $25 million or less to comply with the clean down provision.

Jane Pedreira - FBR Capital

Okay perfect, thank you so much.

Operator

And our next question comes from the line of John Maxwell with Jefferies & Co, go ahead please.

John Maxwell - Jefferies & Co

Hi, just a couple of follow ups on the numbers. The $12.8 million, was that all in the second quarter?

Peter Crage

The second quarter was 9 million.

John Maxwell - Jefferies & Co

Okay, that was the cost with the merger you were saying, the $9 million.

Peter Crage

6.5 million on the terminated merger and 2.5 million on refinancing and then we had $3.8 million in merger related costs in the first quarter and the total of those is the 12.80.

John Maxwell - Jefferies & Co

Okay, perfect. And then on your, I think Peter you mentioned your covenant calculation does not take into account revolver balance?

Peter Crage

On the senior secure credit facility it does not, it did not in the past and it continues not to.

John Maxwell - Jefferies & Co

Okay and do you have a -- Is there a pro forma amount you can give in terms of what's outstanding under the revolver now after you closed on the facility?

Peter Crage

We don't have that; we will disclose that in -- when we release the quarter numbers.

John Maxwell - Jefferies & Co

Okay. And then just lastly on the operational front. Is there any -- do you need to add management debt, I guess; just asking about you had the change this year. Just wondering if there was any thoughts in terms of adding any other management debt to the company?

Dick Kinzel

No, we are -- we feel very -- we have a very deep and a very strong management team John, for example, our two regional vice presidents have 30 - 38 years experience with the company, so Bender for example, our Regional Vice President that has been with us for 38 yeas and so our four general managers at our four biggest parks have 33 years of average in the industry and 22 years average with Cedar Fair, so we have a very deep and a very strong management team.

What we have done with the leaving of our COO, is the regional are reporting to me and we basically -- I haven't empowered them to make decisions, we have very strong general managers also that are managing there parks in a very efficient way.

John Maxwell - Jefferies & Co

Okay, alright, perfect. Thank you

Dick Kinzel

John I think, it's important to know that we're really been a publically -- a public treated company since -- except for four years in the '80s. We've been publicly traded since 1961. So we've built a great tradition and a great history here and our management team is very, very deep.

Operator

Thank you and our next question comes from the line of Jeff Kauffman with Sterne, Agee, go ahead please.

Jeff Kauffman - Sterne, Agee

Thank you very much, hey guys how are you. Just a couple detail questions. I normally think of good midday attendance around 15,000, weekends maybe around 40,000. Can you give me an idea of where you're seeing the stronger attendance? Is it more focused on weekends, mid-week? How are those numbers moving around right now?

Dick Kinzel

Jeff, it's been pretty much the same pattern for a lot of years, Saturday is the biggest day of the year, and certainly we have some promotion, in some of our parks in Sunday with a special rate, Sunday and Wednesdays. And certainly the attendance has picked up over those days, but for the most part, you can go back up for as long as I've been here and well Saturday's is always the biggest day of the year and usually it follows, it follows pretty much that pattern and Sunday's is, they only big change on Sunday used to be the second busiest day of the year. And that really slowed off at the first part of the last couple of year, studies has really slowed off for us. But other than that, it's always Saturdays it's the big day, you can call it by the rest of the calendars weeks.

Jeff Kauffman - Sterne, Agee

Okay. In terms of the attendance improvement, are you seeing any difference in terms of what's coming through the theme park versus the water parks?

Dick Kinzel

Well heat plays the big part in that Jeff and certainly our water parks are doing very well because of the heat that we've experience throughout the country. The only exception of that rule it seems like San Diego has been a little cool this year, but certainly the water park in Buena Park in Palm Springs and Kansas City and the other location are doing very well because of the extreme hot weather that we've had this year.

Jeff Kauffman - Sterne, Agee

I remember a couple of years ago we had that stretch where it was over 100 degrees. I think in the Midwest for about 10 straight days and it negatively it affected results. We have had a couple heat waves so far this year. Have there been any pockets of weakness associated with the heat that is in these second quarter numbers that look so good?

Dick Kinzel

I don't think so, no real pockets, I remember exactly what your talking about, I remember in '88 we had a hot spell that really effected attendants, but we haven't really noticed a real decrease in the attendance even though we've had three of four days of 90s, but it hasn't stayed for six or seven days in a row, we really haven't seen that effect where the weather has -- the heat has effected the attendance.

Jeff Kauffman - Sterne, Agee

Okay, thank you. One more detail question, one strategic. You mentioned 40 fewer operating days, could you just remind us what the amount of operating days was in the quarter versus last year and give us an idea of what third quarter looks like?

Dick Kinzel

Sure, the second quarter operating days, this year 804, last years if of course as we mentioned was 840, so that's the 40 day difference. Third quarter projected operating days at this points 1253 versus last years 1255, so essentially flat.

Jeff Kauffman - Sterne, Agee

Final question, when we think about some of your smaller parks in the upper Midwest, I know when were going through the restructuring there had been some thought about strategically how to think about these parks. Could you give us an idea as you think about the capital plan next year, where do these parks fit in in the overall product and what are your thoughts in terms of how to grow these markets?

Dick Kinzel

We think capital certainly is the way to grow, your talking about, Worlds of Fun and Valleyfair. Certainly I think when we announce our capital program's very shortly, you'll see that there's going to be an emphasis put on those two properties that I think are going to excite a lot of people so.

We certainly haven't given up on them, we think they're valuable assets and we still think there is growth there and even when they do -- they are very, very stable cash flows and they contribute an awful lot to the EBITDA like with very good margins.

Jeff Kauffman - Sterne, Agee

Okay, well, congratulations on the refinancings and thank you.

Operator

(Operator Instructions), and our next question is a follow up question from the line of James Hardiman with Longbow Research, go ahead please.

James Hardiman - Longbow Research

Thank you. A couple quick follow ups. Is there any update on the '49ers and what's going on with the city of Santa Clare and the Great America Park?

Dick Kinzel

We're still talking with the city Santa Clare and also with the 49's concerning that property.

James Hardiman - Longbow Research

Okay, no updates. And then, you gave us sort of the cash numbers in terms of interest and tax costs. I think it was $140 million in terms of interest and $20 million to $23 million both cash. Can you give us any indication what that's going to look like on the income statement? I know that fluctuates a lot and it's difficult to project, but your guess is probably better than mine at this point.

Peter Crage

Yeah it's tough to say, to one of the previous caller, ultimately in the third quarter deepening on how this refinancing has treated for the account purposes, for the accounting rules, I'd hate to make a guess as to what any of these numbers are right now James. I apologize for that, but to give you a number and just have it be wrong when we get on the phone in early November, it wouldn't just did serve anyone, but well at this point.

James Hardiman - Longbow Research

Fair enough. And then per capita spend; it looks like it's actually getting a little bit better. It was down 2% in the second quarter. I think that number was a little bit worse in the first quarter because I think the first half number was down 3% and then it sounds like in July it was down 1%.

Should I take anything out of that improving trend and what's driving it? Is it just that the majority of the season pass sales take place early and that hurts and then as you get later in the year that's less of an impact? Or how should I think about that?

Dick Kinzel

That's correct; we also raised prices in the first part of July this year also. James. So that plays somewhat of an impact in it also.

James Hardiman - Longbow Research

What was the increase in pricing?

Dick Kinzel

For the most part we went a dollar, in most of our properties on the 4th of July weekend.

James Hardiman - Longbow Research

Okay, I guess I could probably do the math here, but it sounds like in terms of the calendar, you had almost 5% fewer operating days. So what would it have looked like on an even calendar? It looks like the revenue number is a lot better than what you guys actually reported. Is that fair or am I thinking about that wrong?

Peter Crage

Well, it's always difficult as we've said many times in the past, just adding operating days doesn't necessarily drive additional revenue, it can but there is no guaranty. It's not a linear calculation, so if you were to ask me that speculate us to what revenues might look like, if we had those 40 days, it'd be difficult for me to say. All we can say is that we're up 4% in revenues even with those 40 less operating days because of how the calendar fell.

And in some instances, those 40 days, 1 or 2 or 3 of those days are at Water Park, it doesn't drive necessarily the same revenue or its maybe decision is made to keep costs down and ship the tenants into a different period. So difficult to come up with a linear formula to determine what our revenues might be. What we do know is that they are up through July $23 million or 4% and that's right in our range of guidance.

James Hardiman - Longbow Research

Okay, that helps. And then just to close the loop there, for the fourth quarter is it an apples to apples calendar?

Peter Crage

For the most part yeah, the fourth quarter, I just gave the days for the third quarter, the fourth quarter is 237 versus last year 231 so essentially flat.

James Hardiman - Longbow Research

Great, thanks, guys.

Operator

And gentlemen it appeasers there are no further questions at this time; I'll turn it back to management for any closing remarks.

Peter Crage

Thanks Joe, and thank you for your questions and your interest in Cedar Fair, you could be assured that the board and management team will continue to make every effort to maximize the near and long term value potential of Cedar Fair as a public company.

We believe that we are headed in the direction in our effort to improve our capital structure. We have a sound business strategy in place to generate a profitable growth; we look forward to reporting our progress to you in the future, Stacy.

Stacy Frole

Thank you everyone for joining us today, should you have any follow up questions please feel free to contact me at 419-627-2227. We look forward to speaking with you again in about 3 months to discuss our third quarter results.

Operator

Ladies and gentlemen this does conclude the Cedar Fair's second quarter 2010 earning call; if you wish to listen to a replay of today's call please dial 1877-870-5176 with the access code 4323194. It will be available for replay after 1pm today through august 17th, 2010.

Thank you for your participation and you may now disconnect.

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