Good morning, ladies and gentlemen, and thank you for standing by, and welcome to the Cedar Fair First Quarter Earnings Conference Call. (Operator Instructions). Following the presentation, there will be a question-and-answer session and instructions will be given at that time. (Operator Instructions). And at this time, I would now like to turn the call over to Stacy Frole. Please go ahead, ma’am.

Thank you, Craig. Good morning, and welcome to our First Quarter Earnings Conference Call. I’m Stacy Frole, Cedar Fair’s Vice President of Investor Relations. Earlier today we issued our 2013 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. We 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 contents of the call will be considered fully disclosed. Now I’ll turn the call over to Matt Ouimet.

Thank you, Stacy, and good morning, everyone. We intend to keep our prepared remarks brief this morning. First quarter operations are limited as our focus during this period is on preparing our parks for opening. During the first quarter, only 5 of our 15 properties were in operation, including Knott’s Berry Farm, our only year-round park. As a result, the first quarter typically represents less than 5% of our full year net revenues. As such, we do not advise drawing any conclusions about the full year based on the first quarter numbers alone. We were pleased with our first quarter results. Net revenues for the quarter were up $14 million, primarily due to the growth in attendance in in-park guest per capita spending at Knott’s Berry Farm. The quarter also benefited from an additional 21 operating days due to the later ending of our fiscal first quarter and the earlier Easter and Spring Break holidays in 2013 compared with last year. Our management team at Knott’s Berry Farm has done an excellent job over the past year in revitalizing the park and enhancing the overall guest experience. These efforts, combined with a compelling new marketing campaign that brings the park back to its Farm roots coupled with our new e-commerce platform, resulted in increased attendance and guest spend during the first quarter of 2013. We look forward to introducing our guests to a new boardwalk area with three new family rides at the end of this month and continuing to build towards the true potential we believe Knott’s has. This is a market I’m particularly familiar with and I’m confident the investments we’ve made over the past year along with investments we have planned for the future are positioning this park for long-term success. Our operating costs were also in…

Thanks, Matt. As Matt mentioned earlier, our first quarter represents less than 5% of our full year results. Given the highly seasonal nature of our business, the majority of our revenues are realized during the 130 day to 140 day timeframe beginning in our second quarter. Most of our revenue is concentrated in the peak vacation months of July and August with the growing percentage starting to emerge in and around the Halloween season. Overall, we’re very pleased with the results for the first quarter. Consolidated net revenues for the three months ended March 31, 2013, were $41.8 million, up $13.6 million from $28.2 million for the first quarter a year ago. As Matt mentioned, the increase in net revenues was driven by increased attendance and in-park guest per capita spending at Knott’s Berry Farm, which is our only park with meaningful first quarter operations. Revenues in the quarter also benefited from the additional 21 operating days in period due to the current fiscal quarter ending later than in the previous year as well as a shift in the Eastern spring break holidays, which occurred in the first quarter this year compared with the second quarter of 2012. Looking at results for the end of April for a moment, which evens out the calendar shift associated with the earlier timing of Easter and Spring Break, net revenues remain strong, up $12.5 million on the continued solid momentum in both attendance and guest spending. Operating costs and expenses for the first quarter totaled $108.1 million, an increase of $10.6 million from the prior-year quarter and were in line with our expectations. Operating results 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…

Thank you very much. (Operator Instructions). And our first question does come from the line of James Hardiman with Longbow Research. James Hardiman – Longbow Research: Good morning. Thanks for taking my call. I guess just first, briefly here, I was hoping you could help us out with our models for the second quarter. Anyway you could quantify how much you think the incremental operating days as well as the earlier Easter and Spring Break affected, I don’t know, either sales or EBITDA, or ideally both, for the first quarter, and did that all come out of the second quarter? I know you sort of gave us April-to-date numbers, I’m just wondering how we should think about the calendar for 2Q, and I guess for the rest of the year if there are any notable callouts there?

Sure, James. It’s Brian. As I said on the call, and Matt as well said, in the first quarter we had 21 additional operating days. In the second quarter, that will swing and we will have 26 less operating days in the second quarter of 2013 compared to 2012. But I think more importantly to note is as we said through the end of April, those timing differences, those operating-day differences had essentially washed. There was a total of two differences in operating days by the end of April, and we were still up $12.5 million in revenue, $13.6 million at the end of the first quarter. So we’ve held on to most of those gains by the time the calendar evened out. For the balance of the year, I can tell you there’s no significant change in operating days in the third or fourth quarter. James Hardiman – Longbow Research: Got it. Thanks. And then in terms of the guidance, remind me again, the $15 million to $20 million of incremental spend over the next couple of years, is that entirely CapEx or is there some SG&A in there as well?

Most of that, if not all of it, is CapEx. There may be a little softer cost and ends up getting in expense but most of that is CapEx. James Hardiman – Longbow Research: Okay. And then I guess then just speak to the guidance. I mean it looks like it’s about 2% to 4% on the top line, 2% to maybe 5% in terms of EBITDA. Talk about how that flow through works in general, if you’re at the high end of the guidance or even I guess better than the top line guidance, does all that fall through to the bottom line. And I guess bigger picture, when you anticipate more meaningful margin growth as we move forward?

As we’ve talked about – James, good morning. This is Matt. James Hardiman – Longbow Research: Good morning.

As we’ve talked about before, I think over time we would expect to see some of that flow through at a greater rate than we’ve seen during my first couple of years, but we are continuing to invest for both the short-term and the long-term. As well as continue to invest in the guest experience which supports the value proposition, which is one of the points, I want to touch on today. I think the industry broadly still has a great value proposition, but as we all continue to push pricing, I think it’s important that we remember we’ve got to sustain or even improve that value proposition. So yeah, there’s a substantial fixed cost nature to this business as you realized. And I would expect as revenue grows over time, we will continue to see that flow through improve. An example for us on a micro basis is Knott’s Berry Farm which is our 365-day park, has one of the lowest margins in the company and you can imagine, as we grow revenues there that that would flow through at a bigger number. James Hardiman – Longbow Research: Okay. And just so I’m clear, in addition to the $15 million to $20 million, are there any sort of incremental investment costs in operating expenses that ultimately go away once we get past that and how should we think about quantifying those incremental costs?

Yeah. I don’t think they’re of the magnitude to call out, James. I think that we are – we have done things we’ve talked about before, our CRM system which – a lot of people customer relationship management used a lot of different definitions for that, but might be helpful for this group. Our CRM is designed to be able to – to attach a transaction to an individual or a household and that’s the key. POS system will let us measure transactions and do a lot of different things, but once we can attach it to a household, we should see some productivity from that both on the marketing side as well as on the yield management side. And so, we spent low single digits on the CRM this year. Last year and beginning of this year, low single-digit millions on that, but that would be the only one of note I think I’d call out. James Hardiman – Longbow Research: Great. And then just last question here, capital spending program, maybe compared to years past, obviously one of the marquee rides this year is at your biggest park. I don’t know if you can compare and contrast that to a year in which you maybe have more or new attractions but at less meaningful parks. How should we think about that in a historical context?

The best example probably is Leavesden, which went into Canada’s Wonderland last year which was our strongest growth park that we had in the system and obviously, it’s one of the big four to start with. So I think intellectually and based upon the depth of the management experience here that incredibly deep from an industry standpoint, we understand how these major investments, particularly at the big four parks should drive meaningful attendance, and we’re expecting that at Cedar Point this year. James Hardiman – Longbow Research: Excellent. Thanks, guys and good luck this year.

Thank you very much.

Thanks.

And our next question does come from line of Scott Hamann with KeyBanc Capital Markets. Scott Hamann – KeyBanc Capital Markets: Hey, good morning, everyone. Just in terms of how you’re thinking about the guidance on the top-line, the mix between the attendance and the spending per caps?

Yeah, Scott. Good morning. Consistent with what we’ve said before, we still believe that we – sustainable attendance growth is in the more – a quarter of our growth will come from sustainable attendance growth, and about three quarters comes from pricing or yield as we refer to it, Scott. And we continue to think about that on a long-term basis. Obviously there will be years that that mix will change, and as we get into the year, we will be able to decide which of those levers is more productive for us on any given year. So we’re staying with – on a long-term basis, we stay with that plan but it could change on an annual basis. Scott Hamann – KeyBanc Capital Markets: Okay. And this year it seems like you have a few attendance headwinds in terms of the Knott’s Soak City and the Oceans of Fun water parks. Can you quantify maybe what that was in terms of attendance last year?

We don’t break out in attendance from individual parks. And I don’t know that we’ll have particular headwinds there. I actually feel a great confidence in our strategy for Worlds of Fun and Oceans of Fun, which is now one ticket. And I feel very strong. And we’re seeing that evidence in our season pass sales, and obviously Knott’s has performed very well for the first quarter. Scott Hamann – KeyBanc Capital Markets: Okay. And then, just on the new program, the Fast Lane Plus that you are putting in at some of the parks, can you kind of speak to some of the adoption rates that you’re seeing versus the Fast Lane? And just maybe within that program overall, I mean, last year was very successful, but are there opportunities to increase the capacity and pricing of those programs this year?

Early indications are that we’re still in the sweet spot in terms of Fast Lane Plus as well as Fast Lane. It is a very productive way to bifurcate a little bit, but most consumers to-date – and Scott, again, back to how small these numbers are, so please be careful with them, but most consumers today are buying the Fast Lane Plus. Scott Hamann – KeyBanc Capital Markets: I will exercise extreme caution. Thanks.

Thank you, Mr. Hamann.

And our next question does come from the line of Tim Conder with Wells Fargo Securities. Tim Conder – Wells Fargo Securities: Thank you. Matt, just – if you could just go over the differential in pricing even though again taking your caution that the numbers are small between Fast Lane and Fast Lane Plus? And then, any color as to what adoption rate that you had seen in 2012 and are expecting any growth and adoption penetration here in 2013?

Hey, Tim. It’s Brian. As far as the pricing is concerned with Fast Lane Plus, at Cedar Point, it’s an incremental $15 charge. At the other four properties, it’s an incremental $10 charge. Tim Conder – Wells Fargo Securities: Okay. And as a reference benchmark, you’re roughly $35 for Fast Lane, is that still pretty fair for the benchmark base Fast Lane?

No. It ended the 2012 season at a much higher point than that. As you may recall, it’s a tier pricing product that differentiates from park-to-park. But at a park like Cedar Point, for example, a single pass for Fast Lane would be $65 tiering down to $50 for four or more. And so, the Fast Lane Plus is the $15 on top of that. Each of the parks has a slightly different pricing but I can tell you the average price probably pushes out in the low to mid $50s. Tim Conder – Wells Fargo Securities: Okay. Okay. And then, Matt or Brian, whoever wants to answer this, any color here just on the attendance and granted again the whole quarter is 5% of your revenues, but any color on the attendance that you can give us here in the first quarter? And then, Matt, specifically, you said you got your POS rolled out here ahead of the season. Just refresh us on the timeline of fully integrating the POS and the CRM?

Well, I’ll take the latter first, Tim. That’s happening on a real-time basis as we speak. That data will continue to build over the course of the year and our analysts will be trying to mine it for stuff that has values, so that’s active as we speak. It obviously gets more valuable as you get more data into the system. So we’re looking forward to that. I think that’s helpful. We’re not going to give details. We don’t do it for the first quarter, give attendance information. What I would like to emphasize perhaps is two things, one is obviously Knott’s as we’ve indicated here and, Brian, has shown the results for the end of April. Knott’s has been – is showing the value of our long-term strategy particularly in terms of investing in product in a very competitive marketplace and showing both attendance and per cap gains in a park that’s opened 365 days. The other big number we talked about earlier and we’re not going to go into specifics is just the season pass sales. And season pass revenues are up at all parks across the whole system. I think again that’s a validation of the value proposition the consumers are seeing. It also would be – lead to an expectation that the mix of our tenants would continue to grow, to be more season pass holders, and that’s a good thing. They are the most valuable consumers. They also have the advanced purchase commitment requirement that we like. And so, season pass programs continue to grow, and we think that’s a good thing. First quarter is good evidence of that. Tim Conder – Wells Fargo Securities: Okay.

Tim, what I would add to that is, as far as the tenants is concerned, you can expect to see our first indication of how the year is going near the end of June. We will disclose year-to-date attendance trends in and around that timeframe ahead of second quarter numbers. Tim Conder – Wells Fargo Securities: Great. Okay. And, Matt, I know you’re not going to give specific numbers, can you give us more general ranges? Are we talking low-singles, mid-singles on season passes? I know we’re parsing here but any additional color you can give us on percentage growth year-over-year, sir?

I don’t want to go into details. I will tell you that we’re very pleased with the results so far. Tim Conder – Wells Fargo Securities: Okay. Okay. Okay. And then, lastly, you talked about doing some bracelets at the water parks pre-loaded money, can you say how that’s – the rollout, how that’s going?

I can tell you better when the water park opens, but... Tim Conder – Wells Fargo Securities: No, no, no, I know it’s open, but I mean, just again all – they’re not open yet, but will that go across, just to check here, across all of the facilities here, and is that on track?

Well, so two things on that, Tim. One is, we do think there is an opportunity because of the limitations of the wallets are in the locker at the water parks to expand per cap by selling a pre-loaded bracelet that you buy as you enter the park. What we are doing this year, as we typically do, is we are testing it in one of our parks. We’re rolling it out actually at Dorney Park, and we’re not doing it just in the water park, we’re actually doing it for the amusement park as well and would expect to, based upon what we learn there, like we did with Fast Lane at Kings Island as another model, be able to expand that across the system if we see the success we anticipate with it. There will be a consumer training period, because this is not a device that they know that they value yet, and so we will learn a lot at Worlds of Fun. I actually envision an industry at some point industry-wide that it’s part of the ticket package you buy going forward, because the more we can do of an all-inclusive or advance purchase basis, the better the benefits for us, and also I think the better experience for the consumer. So, Dorney Park, is the test model this year and hopefully that will prove a valuable, not only exercise, but a valuable tool for us going forward. Tim Conder – Wells Fargo Securities: And, Matt, again, in that comment that you just made, how is that, how will that integrate or will it initially in with the POS in the CRM system? Or does it have to then, as you say, it has to be all packaged together over time with the...

It will all tie together. That data will all tie together. Tim Conder – Wells Fargo Securities: Even this year if you test that?

Yes, even this year, because it will be basically a merchandise type item you’re selling. And then obviously we’ll know where that data gets used, where that particular pre-loaded band, if you will, gets used. Tim Conder – Wells Fargo Securities: Great. Okay. I’ll get back in queue for any others. Thank you, sir.

Thank you, Tim.

And our next question does come from the line of Afua Ahwoi with Goldman Sachs. Afua Ahwoi – Goldman Sachs: Thank you. I have two questions. First, correct me if I’m wrong, but I think we’ve mentioned in the past about a benefit of having the installments, also getting people to book on your website, and able to up-sell to some products within the park. Are you seeing continued traction with that? And then secondly, we know some of the other consumer companies have indicated that the fourth quarter was maybe impacted by either delayed income tax refunds or higher payable taxes. Did you see any of that at all with the customer base? Was there any segmentation that you may be higher and lower and anything you can call out into the broader consumer trends? Thank you.

Yeah, Afua, it’s Brian. Thanks. I’ll take the latter part first. I would say, no, in part given that most of our properties aren’t in operation, it’s tough to say or see any real impact from that. We honestly believe if that scenario is playing out that it could work to our advantage as those refunds are now coming online more in concert when our parks are opening and season pass sales tend to be most robust. So, we think that could work it to our advantage. Clearly at Knott’s Berry Farm, the only part that was in operation for that time period, you can take away from the numbers we – and the comments we made on the call, has performed very well, so we really didn’t see any impact there. As far as the payment plan is concerned, I’ll talk to you more broadly, the e-commerce platform, as we said last year, we saw strong growth in the e-commerce revenues and sales in 2012 and continue to see traction there on the installment program being one piece of that, continues to be received very well by our consumers, our guests, and we continue to expand the use of, as Matt mentioned on the call, the use of the installment beyond just season passes, pushing it out to hotel or accommodations products as well as looking to push it out to single-day tickets later here this summer. Afua Ahwoi – Goldman Sachs: Thank you.

(Operator Instructions). And our next question does come from the line of Ray Cheesman with Anfield Capital. Ray Cheesman – Anfield Capital: You mentioned earlier that you have increased flexibility in your right side of the balance sheet. Is that – would you be using that in the future for M&A, or is that for capital expenditures, or is that to tweak the distributions back to unit-holders?

Ray, this is Matt. Let me take that. One of the things that – obviously, there’s a lot of decisions we make, but obviously us and the board, one of the biggest ones is capital allocation, essentially your question, and the way we’ve always talked about it is the importance of the quality distribution for this particular investment instrument. So I would start by saying that everything we do gets bumped up against the distribution, which at this time we said we need to make it long-term sustainable. I believe we’ve done that. And we want to grow that as EBITDA growth. Beyond that, we’ve got all the classic considerations that you would appreciate from two factors. One is, generating the amount of cash we will generate. The other is kind of the degree of leverage that we’ve gotten ourselves to at this point. So, it is growth in investment in the business, as you might expect us to continue to think about as we’ve got these large installed asset base. I tell people we only rolled out our FUNforward initiatives in January of last year. So, but what’s been – and we believe in those initiatives and we’re seeing traction, but we’re also starting to investigate with the next generation of growth looks like in terms of FUNforward 2 while keeping our eye on the ball. So there will be some more investment in the business. I would expect it’s what I would call directly organic or near organic for sure. And then we’ll do all the classic considerations that follow beyond that. Doesn’t make sense to pay down debt, doesn’t make sense to increase the distribution or doesn’t make sense to buy back stock at some point. The other thing, and Ray, I’m sorry I’m not familiar with you, but the other thing we’ve told people consistently is we have about $400 million, I think it’s $405 million of bonds that are still out there that really are not affordably recalled, called if you will, until the fall of next year. And that will be a little bit of a defining moment for us as we consider our capital structure going forward. And hopefully rates will stay where they are and we’ll have a big advantage at that point in time. I don’t know if that helps you, but that’s kind of the broad picture. Ray Cheesman – Anfield Capital: Very much. I was also wondering, as I sit here outside of Denver, and we had a little frost and snow last night, if the odd weather in America has, I know these aren’t your key operating days yet, but if the weather has had any impact on the second quarter?

Yeah, I don’t know if Elitch Gardens is open yet, but if they were, God bless him. Ray Cheesman – Anfield Capital: Actually they are and I can’t imagine it’s much fun.

Yeah. And so, what happens with us in our business is that weather in any short abbreviated period of time, give me a weekend, give me a holiday weekend, give me a month, whatever, can swing rather meaningfully. But over the course of 120, 130 day operating season, year after year, it tends to average out. And so we have not experienced anything I would call unusual to-date this year, and we expect by the time we get to the end of the year it won’t be part of the math that we go through. Ray Cheesman – Anfield Capital: Perfect. One last one. The season pass, as you said, they’re spread across the entire system. But we see here at Sayville resorts, when they put in one big lift, people tend to focus on the mountain they got the extra CapEx over the summer as opposed to the other couple in their system. Are you finding the same thing, that it’s heavily weighted this year toward, for example, your GateKeeper product, which is clearly a very high-profile item for you to add? So, when I buy a season pass, is it park-specific, like toward GateKeeper, or is it system wide across the entire country?

The vast majority we sell are park-specific, and actually when I look across the whole system, everybody is in a really good place. We do sell a platinum pass which is good at all of our parks. But because we’re so geographically dispersed, there’s not a lot of platinum passes sold for that reason. But a good success across all of them, obviously, where we have new capital investment, the industry generally sees a bump in the year they do the new capital investments. Ray Cheesman – Anfield Capital: Okay. Thank you very much.

Thank you.

And our next question is a follow up from the line of Tim Conder with Wells Fargo Securities. Tim Conder – Wells Fargo Securities: Yeah, I just wanted to circle in on – and give us some good commentary on the season passes, Matt and Brian, but anything that you’re seeing on those pre-sales related? Is there a direct correlation with your parking? And then also anything you may be doing on the food front?

And I guess, Tim, the way I would characterize it is that the – as I said to one of the previous questions, the e-commerce activity or transactions on the e-commerce platforms across the system continue to be strong. Those products are – extend beyond just ticket sales to advance parking, Fast Lane purchases, et cetera. To give you, hopefully maybe give you a little bit of color on that, deferred revenue on the balance sheet at the end of the first quarter which would encompass a lot of that, beyond just season pass, although season pass is the lion share of those dollars, is up a little more than $15 million or 30% from the same time a year ago. So very strong numbers that I think speak towards the strength in early season activity that Matt was commenting on. Tim Conder – Wells Fargo Securities: Great. Thank you.

Thank you, Tim.

And our next question is another follow-up from the line of Ray Cheesman with Anfield Capital. Ray Cheesman – Anfield Capital: I’m sorry I forgot to ask you before. At our water park here, Waterworld, we don’t have a preloaded bracelet set up. We have a buy all-you-can-eat or not. How do you, guys, see the economics flowing through of a program like that as opposed to a preloaded preset kind of thing on your wrist?

It’s interesting, Ray, we have – the good news is with 11 parks we can test various different models. And so we have opportunities even here at Cedar Point where you can pay, we have the all-you-can-eat opportunity for various venues in the park, etcetera. So we’ll bump it up against the other models as the season advances and try to figure out which one gets you to the best place. My experience has always been if I can get you to buy something ahead of time in a bundled package, then we get greater price elasticity. And as I said before, as odd as it sounds, the consumer feels greater satisfaction because dad’s not pulling his wallet out for every single ice cream cone. Ray Cheesman – Anfield Capital: Is there some way that you ultimately arrive at a place where you simply connect my credit card to my bracelet through...

Yeah. Ray Cheesman – Anfield Capital: The POS? And so do I have an unlimited ability to spend?

Hotels – we’d essentially do that with our hotel portfolios. Ray Cheesman – Anfield Capital: Okay.

So, yeah, I think all of those devices – I do think this bracelet idea has real good opportunity, but it will take a while like anything else to train the consumer that this is a better way to have the experience, and that’s a lot of what we’ll do at Dorney Park this year is the marketing and education component of that. Ray Cheesman – Anfield Capital: Best of luck with that program.

Thanks.

And at this time there are no further questions. I would like to turn the call back over to Matt Ouimet for any closing comments.

Well, first of all, thank you for your questions. Before I conclude, I’d like to note that the imitations were recently emailed for our upcoming Analyst Day event to be held at Cedar Point in late June. I encourage all the analysts on the call to attend as it’ll be great opportunity to meet our management team and experience Cedar Point, the best amusement park in the world for 15 straight years. For additional information regarding the event, please feel free to reach out to our Investor Relations department. On behalf of our board of directors and the management team, I’d like to thank you again for your time this morning and your ongoing interest in Cedar Fair. As we head into our core operating season, we feel very good about Cedar Fan’s plans, progress and potential. Driven by the highly talented personnel at our parks with the support of the team here in Sandusky and our board of directors, we remain committed to acting in the best interest of all unit-holders by executing strategy that creates maximum value in both short and long-term. I look forward to seeing on the midway this summer. Stacy?

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 or the Lisa Broussard at 419-609-5929. We look forward to speaking with you again in about three months to discuss our second quarter results.

Thank you.

Ladies and gentlemen, that will conclude the conference for today. We do thank you for your participation. You may now disconnect your lines at this time.