Stacy Frole – VP, IR and Corporate Communications Matt Ouimet – President and CEO Brian Witherow – EVP and CFO.

James Hardiman – Longbow Research Barton Crockett – FBR Capital Markets Tim Conder – Wells Fargo Securities Ray Cheesman – Anfield Capital Management.

Good morning, ladies and gentlemen, thank you for standing by. Welcome to the Cedar Fair First Quarter Conference Call. [Operator Instructions] I would now like to turn the conference over to Stacy Frole, Vice President of Investor Relations & Corporate Communications. Please go ahead..

Thank you, Douglas. Good morning and welcome to our first quarter earnings conference call. Earlier today, we issued our 2014 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 Matt Ouimet, our President and Chief Executive Officer; and Brian Witherow, our Executive Vice President 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 a 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 Matt Ouimet..

Thank you, Stacy, and good morning, everyone. We intend to keep our prepared remarks brief this morning because as noted in our release our first quarter operations represent less than 5% of our expected full year net revenues. As such, we do not advise drawing any conclusions about the full year based upon the first quarter numbers alone.

As you would expect our main focus during this period is on preparing our seasonal parks for opening. The only park with meaningful first quarter operations is Knott’s Berry’s Farm, our year round park in Southern California.

Fast forward to today we now have eight properties in operation and Cedar Point is set to open for its 145th season this coming weekend. Overall, first quarter results were in line with our expectations. Net revenues for the quarter were $41 million down slightly from $42 million in 2013.

This decrease was entirely driven by the timing shift of the Easter and spring break holidays, which occurred in the second quarter of 2014 compared with the first quarter of 2013. Knott’s Berry Farm had a solid first quarter performance including strong in park guest spending trends which lessened the impact of this timing shift.

As I mentioned the calendar shift makes it difficult to compare this year’s first quarter results with the prior year quarter.

In order to give you a better sense of early season trends, we can tell you that through the end of April, which for the most part normalizes the operating calendar, early season comparable park net revenues are up approximately $7 million, when compared with the same four month period last year.

This increase reflects strength across all aspects of our business including attendance, and average in-park guest per capita spending. I should also mention early season pass sales and group event bookings are trending favorably, as well.

Overall, we are pleased with our results through April, but I must repeat our caution that these results represent less than 10% of our planned full year operating days.

Brian will provide further detail behind the first quarter results shortly, but first I’d like to share with you some additional color on the positive early season trends we’re experiencing.

On our last call in February, I spent a considerable amount of time discussing the thought process behind our capital strategy, so I won’t go into too much detail today about our capital plans for 2014. However, I do want to follow-up on Banshee, our world record breaking coaster, which recently opened at Kings Island.

I am pleased to report that on the strength of this adrenaline producing new ride, Kings Island experienced the best opening weekend in its 43 year history. Banshee’s national, local and social media buzz is as big as anything we have ever seen, and will help to ensure we see their opening weekend success continue throughout the entire season.

Kings Dominion, our park in Virginia is celebrating its 40th anniversary, and the corresponding season long celebration is a great example of how we can enhance the park experience, and drive current year visitation through emphasizing the memories families have created over the years.

With a limited amount of capital, and a rational amount of incremental entertainment spending, we’re able to bring back some of the popular park features our guests told us they missed. When we often talk about our rides, our guests love live entertainment, as well.

Across all of our parks, we will introduce 50 new live shows this summer, including the Aerial Ice Extreme show at California’s Great America, which combines ice and extreme sports, the introduction of our highly successful Cirque show to Kings Island, and a better than ever production of our nighttime celebration Luminosity at Cedar Point.

Additionally, we will continue to add live entertainment and activities across our midways, ensuring we offer more spontaneous fun for guests of all ages. As you may know, we have launched our new FUN TV in-park television network.

The new network has transformed the standard line weight to a more interactive guest experience with music, videos, trivia and games along with stunning visuals of what our parks have to offer. The initial response to FUN TV has been very encouraging.

We are confident the infrastructure we now have in place will allow us to grow and expand our interaction with our guests, as well as our relationships with our strategic alliance partners.

On the food and beverage front, we have more than 35 new food locations being added, and the number of additional initiatives designs take our offering and guest service to a new level.

In targeting our value oriented customers, we are now offering all day dining plans at each of our properties, and we are testing a season long dining plan for season pass holders at three of our parks.

We have also hired executive chefs to ensure the quality of our food offering is maintained at the highest level and to introduce new and creative culinary options.

The combination of this in-house expertise, combined with new catering facilities at several of our properties also allows us to better serve our group sales clients, providing them with the unique experience that fits both their needs and their budgets.

As I mentioned earlier, our group event bookings are ahead of where we were at this time last year, and we’re confident in the opportunity for growth this ticketing channel provides. Part of the reason we are seeing positive results is our group sales team have redefined the way we think about our approach to this important customer segment.

Our sales organization is changed from a, here’s what we can do for you approach, to a what can we do for you approach, with the capability to now build fully customizable and tailored experiences for groups of all sizes.

Finally, I would be remiss if I didn’t touch on our CRM or Customer Relationship Management platform which we introduced approximately one year ago. We continue to believe the talent, experience and resources we have committed to our CRM marketing strategy are fundamental to our future growth.

Our unique approach allows us to optimize both the value our guests received and the economic productivity of our guest communications. As you’re well aware, extracting value from big data has become a well practiced and sophisticated client.

With annual attendance of more than 23 million guests and more than 100 million individual guest transactions, we have a significant opportunity to optimize each touch point, again to create value for both the guests and for our investors.

As I hope you can see, we are confident about the future of Cedar Fair, and we expect 2014 to be another record year. More specifically, we are forecasting net revenues for the full year to be in the range of 1.16 billion to 1.19 billion, and full year of adjusted EBITDA to be in the range of 435 million to 450 million.

Based on this forecast, we are on track to achieve our FUNforward long-term growth goal of 400 million – 450 million in adjusted EBITDA at least one, if not two years earlier than our original target of 2016.

I’m also pleased to say based on these forecasts and on our ongoing confidence in our business model, our Board of Directors has declared a quarterly cash distribution payment of $0.70 per limited partner unit. This distribution is payable on June 16, 2014 and is consistent with our targeted annual rate of $2.80 per limited partner unit.

Before I turn the call over to Brian I think it is important for our investors to occasionally hear from me regarding not only the performance of our business, but the performance of our people. We have a culture where industry leading performance is our base expectation and we attract and retain leaders who respond instinctively to this benchmark.

Some by the nature of their roles are more visible than others, but you cannot be successful today without a strong IT Group, strong sales and marketing team, strong contracted administrators, strong human resource staff, talented financial staff and of course, the highly qualified operating teams at each of our parts.

With every growth initiative we launch, and there have been many, and will continue to be many more, we rely upon these teams to make the initiative a success. I can’t emphasize enough that it is truly the quality dedication and enthusiasm of each and every employee that makes Cedar Fair the exceptional organization that it is.

And with that, I’d like to turn the call over to Brian to discuss our first quarter financial results in more detail. Brian..

Thanks, Matt. As Matt briefly touched on earlier, our first quarter represents less than 5% of our full year net revenues, given the seasonal nature of our business; the majority of our revenues are realized during the 130 to 140 day timeframe beginning in our second quarter.

Most of our revenue is concentrated in the peak vacation months of July and August, and in recent years that has been supplemented with a growing amount of revenue stemming from our popular activity surrounding the Halloween season. As Matt mentioned our first quarter results were in line with our expectations.

Consolidated net revenues for the three months ended March 30th, 2014 were 40.5 million, down 1.3 million from 41.8 million for the first quarter a year ago.

The modest decrease in net revenues was the result of the timing shift of the Easter and spring break holidays, partially offset by the strong first quarter results at Knott’s Berry Farm, our only park with meaningful first quarter operations.

Looking at results for the end of April, which, as Matt indicated, evens out the calendar shift associated with the later timing of Easter and spring break, early season net revenues have been strong, up 6 million over the prior year on solid growth in both attendance and in park guest spending.

On a comparable park basis, excluding results from the Palm Springs water park we sold last September, net revenues through the end of April would be up approximately $7 million year-over-year. Looking at longer lead indicators for a moment, season pass sales and bookings for group events are trending up from the same time last year.

This positive momentum is reflected in our deferred revenues which were up 6% or $4 million year-over-year at the end of the first quarter. Now on to the cost front. Operating costs and expenses for the first quarter totaled 106.7 million, representing an increase of 4 million from 102.7 million in operating expenses for the prior year quarter.

Operating costs for the first quarter include normal off season operating, maintenance and administrative expenses, at our seasonal amusement and water parks and daily operations at Knott’s Berry Farm and Castaway Bay.

The increase in operating expenses was due primarily to budgeted increases and maintenance expense as we continue to invest in the infrastructure of our parks, and to a lesser extent due to utility and clean up costs related to the harsh winter experienced at the majority of our parks. Now let me highlight a few items from the balance sheet.

We ended the first quarter of 2014 very well positioned in terms of both liquidity and cash flow. Our receivables and inventories are at normal seasonal levels and we have credit facilities in place to fund current liabilities capital expenditures, distributions and pre-opening expenses as needed.

At the end of the first quarter, we have $618.9 million of variable rate term debt before giving consideration to fixed rate interest rate swaps. We had $902 million of fixed rate bonds, $55 million in borrowings under our revolving credit facilities and $8.9 million in cash on hand.

Of our total term debt only $1.5 million is scheduled to mature within the next 12 months. Based on our current adjusted EBITDA guidance, we expect our total leverage ratio at the end of 2014, excluding a revolving credit facility, to be approximately 3.5 times debt to adjusted EBITDA which is well within our comfort level.

As we discussed on previous calls and as most of you are aware, we currently have $405 million in unsecured notes with an interest rate of [indiscernible], representing our most expensive debt.

We have a very flexible capital structure in place and will look to take advantage of opportunities to further optimize this structure as the call premium on these notes continues to decrease over the next several months.

\ Lastly, based on the forecast Matt provided earlier, we expect our parks to generate a significant amount of free cash flow in 2014 and beyond. Our focus has been, and always will be on optimizing the use of free cash flow to maximize unit holder value in both the short and long term.

This includes making strategic high ROI capital investments at our parks, and continuing to grow our distribution, which currently has an attractive tax advantage distribution yield of approximately 5.4%. With that, that concludes our prepared remarks and at this time, we would like to open the call for your questions.

Douglas?.

Thank you, sir. [Operator instructions] Our first question is from the line of James Hardiman with Longbow Research. Please go ahead..

Hi good morning. Couple questions for you guys. So by my math, if I think about the guidance at the low end, there’s really not any margin expansion. At the high end maybe 30 to 35 basis points of EBITDA margin expansion.

How should I think about that? What costs are sort of preventing those margins from expanding, more given what is presumably a pretty fixed cost base, and then as we move forward obviously I don’t want to get too far ahead of myself here, but 2015 and beyond, does that spending subside to the point where maybe the margin opportunity is a little bit greater?.

Yes, James. This is Brian.

As we’ve said in the past, we will continue to take a balanced approach at that monitoring margins, but at the same time, continue to reinvest in the infrastructure of the parks, as well as new initiatives like FUN TV, like the continued expansion of the use of CRM and some of those investments have multi-year or longer returns associated with them.

As we look back on 2013, that was the same plan going into last year, and while we made those investments we were able to get I think a pretty sizeable increase or step function in margin expansion from 36.6% to 37.5%, so picking up 90 basis points.

That kind of growth isn’t necessarily out of the question with high margin initiatives paying off, but I think when you look at a range you’re going to see at the low end of the range, holding flattish if some of those initiatives take a little bit longer to return..

Perfect.

And then with respect to the top-line guide basically 2% to 5% revenue growth for the year, obviously you’re not going to give us guidance on how much of that is attendance versus per cap, but any sort of qualitative comments as to how we should think about that? Certainly last year it was more skewed towards the pricing side of things, which – should we expect more of the same? Sort of two to one pricing versus attendance? Any incremental color you could give us on that?.

James, this is Matt. Good morning..

Good morning..

I think you can expect us to continue to follow the playbook that we had followed for the last couple years. Still believe that the parks in the system provide a strong value proposition to the consumer and so we have taken pricing again this year across the portfolio of products we offer.

And I think you’ll see, most of that growth candidly be in per cap this year versus attendance, although we are optimistic about our capital program and so we’ll see how that plays out.

But as an example, and just one example in the season pass program at one of our parks we had a legacy program that was pretty heavily discounted that we discontinued, and so right there the math would tell you we would loss a little bit of attendance potentially on that, but it wasn’t the probable program for us.

So we’re not going to chase attendance, we’re going to let it come in as our capital program goes in place and primarily continue to drive price..

Got it. Thanks guys..

Thanks, James..

Thanks..

Our next question is from the line of Barton Crockett with FBR Capital Markets. Please go ahead..

Okay. Thanks for taking the question. I was interested in talking a little bit about the long-term potential in appetite to use debt to finance higher distributions, cash distributions to partners.

As you’re growing your EBITDA, generating free cash flow even at a time of elevated CapEx, I mean you look out a couple years past this year, and see you guys not 3.5 levered but 3 levered. And you’ve been not too long ago 4x levered.

If you were to add a turn of leverage that could be $400 million of cash which is a big number compared to the $150 million to $200 million, you’re paying out right now annually.

So, it seems to be something that would be real interesting, but I don’t know philosophically if you’re open to using debt to kind of fund one-time special distributions or to substantially step-up the recurring distribution..

So, James, I’ll take that and then Brian, feel free to jump in here. I think you said something at the top of your question which was, it wasn’t that long ago when our leverage was higher and our distribution was lower.

And so I will tell you that’s still very much in the memory of management here as well as the Board, and what the emphasis is on the quality of the distribution meaning the opportunity to grow it as our EBITDA grows and the opportunity to sustain that on a long-term basis.

There are no plans right now to leverage up – to provide a one-time distribution..

Okay.

So, where – what would you say your kind of target leverage is? Where would you like to keep it?.

Barton, we had said go back 12, 18 months ago, our goal had been to get below four times. Clearly, as I indicated on the call, we would expect by the end of this year based on guidance to be closer to 3.5 times, so we’re in a very comfortable range. It doesn’t mean that’s in the right set of circumstances and situations that we wouldn’t add leverage.

At the same time, I don’t think you can expect us to feel the need to pay down debt aggressively to reduce leverage any faster than where it’s at. So, I think bottom-line is we’re comfortable in this range. And we’ll just take each opportunity as it comes along when it comes to assessing the potential for adding leverage..

Okay, great. And then two of your peers have been talking a lot about international licensing deals.

Haven’t heard as much from you guys on that, I was wondering if you could update us on where that stands for you?.

Happy to touch on that, Barton. So, look here’s what the reality of the world is.

With Cedar Fair’s reputation as the number one amusement park company in world, particularly Cedar Point, and the extensive industry experience our leadership team has, we get the inquiries routinely asking us to help particularly with the international development as you referenced.

At this point, we think there’s a lot more value to retaining our focus on our parks in North America, exclusively. Look, for the – at the right time and the right situation, that may change, but right now we think our investors will benefit more by keeping our eye on the ball in North America..

Okay, great. And then just one final thing just because it’s been discussed by Disney, they rolled out their MyMagic+ basically to all guests, and part of what they’re looking for there is to keep people in the park longer. Obviously, not Fairy Farm did well but something about Disney.

Could you give us your thoughts on what technology like that you think could mean competitively for your ability to maintain kind of share with locals and whether there might be some need to kind of respond to that at some point over time?.

Yeah. I think the – so a couple things I will – without getting out of my current position, look, I think the Walt Disney world complex and the associated expanded vacation time there probably supports much more technology than is rational in the amusement park industry, the regional amusement park industry.

What you have to sort through is not the technology itself, but what makes the guest experience better. And if their experience is better my experience has been they spend more money. So we are continuing to test various things like RFID preloaded cash on your wrist in our water parks, etcetera.

But I don’t know that this industry, can this business model can support the level of investment that you’re seeing currently in Orlando, and probably doesn’t have to because again the average visitor for us is here for a day or two, or season pass holder for 4.5 to five days a season.

So I think you’ll see less technology application than you’re seeing in those other environments..

Great. Thank you..

Our next question is from the line of Tim Conder with Wells Fargo Securities. Please go ahead..

Thank you. Matt, let me just kind of continue on maybe that line of thinking a little bit. Disney has raised their prices in Orlando three times last year, so did Universal, they raised it earlier in February another 5% looks like. So did Universal.

How do you think about the pricing approach versus making the products maybe a tactic that’s being pursued by some other regional competitors? Just maybe your thought process on that, and then I know you mentioned in the past you guys have been pretty aggressive on pricing and you want to make sure that you don’t break through I guess a price ceiling where you really start to alienate some customers.

So –.

Tim, you broke up a little bit. But let me see if I can fill in the gap and if I missed your question you can correct us. So look, what I will tell you that Knott’s Berry Farm has benefited by the price increases that have occurred in that market at the competitive parks.

Knott’s Berry Farm looks like a tremendous value even though we’ve taken significant pricing increase there. We’re going to – we know we’ve told you, we’ve hired some people to help do a more disciplined approach around revenue management. Richard Zimmerman spends a lot of his time with that revenue management team as does Kelley Semmelroth.

And we took and are continuing to take pricing that at a rationale but a little bit of aggressive pace. Now, I will also always say that the key to that is to make sure the guests still feels like there’s a strong value proposition. And therefore, you hear about the entertainment investments and the new attractions investments, we are making.

We do not think we found a ceiling yet, but we also think it’s the type of thing that needs to be a paced application of the price increases and so it will be over multiple years but we don’t believe we found a ceiling yet, Tim. And if I missed your question, you can correct me a little bit..

No, no, that was it pretty much, there Matt. I guess the other side of it is some competitor making the ability to expand the customer –.

I’m sorry Tim, you’re cutting out. Maybe we can have – Tim, I think what we’re going to do is maybe move on and then ask – we’ll let you dial back in here before we end up..

Okay..

Okay..

[Operator Instructions] Next question is from the line of Ray Cheesman with Anfield Capital Management. Please go ahead..

Good morning and thanks for taking the questions. I just wanted to make sure I had clarity.

The projections, Brian, they don’t include the act of rolling over the bonds to lower interest rate levels yet?.

They – no projections that we talked about reflect any refinancing at this point..

Okay. I wondered, Matt, if you would give us your thoughts, that other competitor waxed endlessly about his renewable pass it doesn’t matter you don’t have to buy it before the season you just buy it and it’s a year and then he automatically hits your credit card and you can pay one-twelfth every month.

Where do you think your season pass works down the road? Are you going to follow that idea, or does it make sense for your company?.

Ray, I think the good news – I’ve been around the industry long enough to recognize, there are differences between audiences in various competitive parks. Our consumer has told us, although I thought it was intriguing idea, has told us that they don’t see that devise as something A, they need or B, they value at this point in time.

I think we’re hopefully smart enough and courageous enough to change our mind if we see that, in fact, that is an application that would benefit our guests.

I’m not a big – I’m a little cautious when it comes to encouraging consumers to do behavior that is – relies upon breakage to be successful, because that means they aren’t getting the benefit that they signed up for.

Our season pass holders we love the fact that we get them, they come to the park 4.5, five times each year and when they don’t use it we feel bad because we know they’re less likely to renew.

So I don’t know – we feel good about our installment purchase plan that exist today and we don’t expect – our plan on – more broadly at this point in time, but we’ll monitor what the industry does..

Thank you. And then it seems almost this summer like there was – this winter there was almost like a roller coaster war, could we hang the customer upside down and make them turn blue the fastest. Is that the basis of competition in the regional – I know that’s kind of a blunt question.

But is that the basis of competition? What else do guests tell you they want, other than 5,000 feet of steel inverted?.

So look, the industry has known for years that their large scale thrill attraction moves the needle the most. I think I would just correct a little bit, which is the wonderful thing about this particular industry is the markets for the individual parks don’t overlap competitively.

So the fact that there is a new coaster at King’s Island doesn’t necessarily affect our attendance at Cedar Point or other competitive parks.

So I think the fact that industry overall is continuing to invest in the guest experience, that they’re paying attention to how they’re disciplined and how they manage the guest experience, I think that means the industry is going to be really healthy. We actually like to see the industry continuing to invest in itself..

And then lastly I just had a quick one. There’s been so much activity and noise about minimum wage changes all across the country. I don’t think very much of it has come to fruition yet, but several of the states you have operations and I think most notably California have been quite loud.

I’m wondering kind of what do you see there? How much would that impact you guys if minimum wages jumped up two bucks, three bucks, five bucks?.

Well, the good news is that all of our full-time employees are paid more than the federal 1010 that’s been proposed. So we don’t have an issue as it relates to that.

For seasonal employees who are primarily, as you would appreciate, students who are trying to get a little extra spending money or retirees who like to be active in the summer, that is a large part of who we have and they are at the minimum wage.

But the reality is, as you also pointed out, we operate in several states, I think its four or five states that are already above the federal minimum wage as it relates today and we find practices that reduce the amount of labor we use either through capital investment or other things to offset that cost. So I think we continue to pursue that.

But then you got to go with the positive. That if in fact, the wage goes up and there’s going to be people out there, who are going to want to come to an amusement park and they’ll make more money..

Thanks very much for your thoughts have a great summer..

Thank you..

At this time there are no further questions in queue. I would like to turn the call back over for closing remarks..

Okay. All right. Do we want to try to get Tim back in or we’ll – Okay. So thank you everybody, and I’d say even after decades in the industry, we still very much look forward to this time of the year. And, of course, there are always surprises or, as Brian likes to say, it isn’t all rollercoaster’s and cotton candy. But we like what we do.

I think we are good at what we do, and I know our guests appreciate our commitment to giving them a great experience. As I hope you can tell, we continue to have faith in the quality of our business model and confidence in both our strategy and our execution. We’re optimistic in our belief that 2014 will again be a record year for Cedar Fair.

We will continue to do our best to serve our guests and in turn serve our unit holders.

Stacey?.

Thank you everyone for joining us on the call today. Should you have any follow-up questions, please feel free to give me a call at 419-627-2227, or Lisa Broussard at 419-609-5929. We look forward to speaking with you again in about three months to discuss our second quarter results.

Doug?.

Thank you, ladies and gentlemen. This does conclude our conference. We would like to thank you for your participation. And you may now disconnect..