Good morning, ladies and gentlemen, thank you for standing by. Welcome to the Cedar Fair First Quarter Earnings Conference Call. During today’s conference, all parties will be a listen-only mode and following the presentation, the conference will be opened for questions. (Operator Instructions). I would now like to turn the conference over to Ms. Stacy Frole. Please go ahead.

Thank you, Douglas. Good morning and welcome to our first quarter earnings conference call. I’m Stacy Frole, Cedar Fair’s Director of Investor Relations. Earlier today, we issued our 2011 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 this call this morning are Dick Kinzel, our President and Chief Executive Officer and Peter Crage, our Executive Vice President and Chief Financial Officer. We also Operational Executive Vice Presidents with us this morning, Richard Zimmerman and Philip Bender who will be available for comments during the call. 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, like to turn the call over to Dick Kinzel.

Thank you, Stacy. Good morning everyone. Thank you for joining us on today's call and we appreciate your interest in Cedar Fair. Today's call will focused on our first quarter performance, our outlook for 2011 operating season, our recently refiling and current capital structure, as well as our distribution expectation going forward. Before discussing first quarter results I would like to remind everyone that the first quarter represents les than 5% of our full year revenues. So it is not material to our full year operating results. Therefore, it is always risky to jump to any conclusion based on the first quarter numbers alone. Overall, first quarter results were in line of our expectations. Net revenues for the first quarter of 2011 decreased $400,000 to $26.9 million compared to $27.3 million for the first quarter of 2010. The decrease in 2011 was primarily due to fewer operating days in the southern region and a dip in attendance in the western region, which was partially offset by an increase in park guest per capita spending in the western region. Our pre-season operating costs were in line of our expectation for the quarter where only three of our seven key properties when operation. The other parks including our largest seasonal parks Cedar Point, Kings Island and Canada’s Wonderland were idle as those teams finalized their preparations to open for their operating seasons. Peter will review the details behind the financial results with you in just a bit, but first I would like to discuss our view on the upcoming 2011 operating season in a little more detail. Although it's much too early determine the kind of year we will ultimately have, we are encouraged by the initial positive trends season's pass and group sales at our parks. Overall, seasons pass sales were…

Thanks very much, Dick, and good morning to everyone. As Dick pointed out, our first quarter results represent less than 5% of our full year results. Given the highly seasonal nature of our business, the majority of our revenues are realized during a 130 to 140 day timeframe beginning in our second quarter and most of that revenue is concentrated in the peak vacation months of July and August, with a growing percentage starting to emerge in and around the Halloween season. Overall, our results for the first quarter were in line with our expectations. Consolidated net revenues for the three months ended March 27, 2011 were $26.9 million, down slightly compared with a year ago. During the first quarter of 2011, we had fewer operating days in the southern region and a dip in attendance in the western region, which was partially offset by increased in park guest per capita spending in the western region. The operating loss for the first quarter of 2011 was $67.3 million compared with $60.6 million in the first quarter of 2010. The increase in operating loss in the first quarter of 2011 was due primarily to two factors: slightly increased pre-opening expenses associated with our parks in the northern and southern regions that are actively preparing for their respective operating seasons; and an increase in general and administrative expenses, which includes $4.4 million of legal and professional cost incurred during the period including litigation expenses and cost for SEC compliance matters related to special meeting request and an increase in non-cash acquisition costs of approximately $3.3 million as a result of a 28% increase in the market value of our limited partner units. For the quarter, depreciation and amortization decreased $99,000 or 2% compared with a year ago. Interest expense increased to $41.1…

(Operator Instructions). Our first question comes from the light of Michael Walsh with Wells Fargo. Please go ahead.

Just filling in for Tim Conder here. What your are assuming in terms of debts payoff you have mentioned possibly getting to $2 or more in distribution by '13 and with your cash interest forecast, what are you thinking there that revolve balance, what are you going to carry, and is there going to be any early pay off of some of the term debt?

Michael, this is Peter. We expect some amount of debt pay off in 2011, even if we move forward and our results are at the level where we can pay the $1 and in distribution. It is difficult to peg what our revolver balance will be but clearly there it is a desire to manage that down below a quarter, a quarter turn on EBITDA, so that we can meet these covenants with enough headroom. With respect to debt payment going forward, we've laid out of plan for increasing the distribution and that will be something that we would obviously discuss with the board and then make that decision accordingly when the time comes.

Can you just talk about overall pricing and how that is going to look in '11 versus '10, may be at the gate and the group season passes and may be even a little bit on food which I think you talk about last time, do you expect pricing up year-over-year?

Sure, Michael. This is Dick. We have increased our prices depending on capital expenditures into the park. We have seen increase of commodities this year, which I think every one is experiencing. Where we can, we pass those costs along. I think we do have some flexibility in our front pricing. Yet, we are a very value oriented commodity for our guest to visit at the park. So, we do as flexibility in our pricing but, we adjust accordingly and we watch our margins very closely and adjust accordingly. If we have to raise prices, we do it.

Would you categorize the price increase as may be as modest or low single digit, is that kind of fair?

Some of the parts we have from last year but we put the bigger attractions in a way we raise the price approximately a dollar. Now at get the front gate of course depending on the seasons passes did not go up that much or the group business but the front gate price did go up.

Then lastly, go about your overall strategy that you guys have laid out going into 2015 of low single digit revenue and EBITDA growth. What is the biggest driver there for you guys to meet those? I mean, is it going to be volume? You did record attendance last year. Is it going to be pricing, the combination of those things recovery in the overall economy?

I think it is going to be combination of all those things, Michael. Certainly, the weather and economy play a big part, the weather more than anything, but then certainly I think the capital expenditures you put into the park that has a great deal of influence on the attendance also.

And our next question comes from the line of Scott Hammond with KeyBanc Capital Markets. Please go ahead.

Just a couple of ones here, were there any delays that you experienced, weather related as it relates to getting rides up and ready for the opening weekends?

Yes. Scott, this Dick. Of course, when we do have a limited window for construction of the big rides and the four rides we’re putting in this year are prototypes. As you can see from the weather map, we've had a very severe weather and winds in the south especially in Ohio. So, we are experiencing some problems with, but we expect we are open very, very quickly and we expect to be very, very successful rides for it. Certainly, the weather we've had especially in Sandusky and in Cincinnati has played a role in construction time. Scott, we do have other things that are already open, like I mentioned in my prepared comments, the (inaudible) new piece of things like they are open and running well. It’s just the prototype rides and the shorter windows we have to get those constructed where we seem to have a little bit of problem this year.

Are we talking about weeks or months?

No, I think we are talking at the latest Memorial Day.

Peter, just trying to understand a little bit more on your revenue guidance for this year. I mean, it kind of implies up 1%. Should we you think about the volume component being the -- I mean how should we think about the price volume component there? I mean record of tenants last year, I mean is that kind of flattish with some of this price increases, kind of getting us up one or what's the (inaudible)?

Yes, I think that’s a good approach. Record attendance last year, building on that although really in the year here we have a good feel. We are feeling good about season pass. Volume, the increase for the coming years is principally price driven. Again, as Dick pointed out, it’s a balance. As you get into the year, we’ll evaluated it but I think from the outset year, it’s a little bit more pricing than it is attendance growth.

Then just lastly on operating days, do you have a total count of what it is going to be this year versus last year, and are there variances and which quarters?

Yes, for this quarter we just completed there is just one last operating day this year than last year. For the total year, there are four less operating days in 2011 as there were in 2010.

(Operator Instructions). Our next question comes from James Hardiman with Longbow Research. Please go ahead.

I just wanted to make sure that I understand some of the put and takes in the SG&A, I guess, also operating expenses to a lesser degree in the quarter. You had the $4 million of merger cost last year, you had the legal cost this year about $4.4 million. On an apples to apples basis though it still looks like SG&A was up meaningfully this year over last year. I'm just trying to make sure I understand what that was? You mentioned equity cost expenses. Was that the remaining delta and if so, how should I think about that throughout the remained of the year?

James, this is Peter. Yes, it is the equity comp. Just go through the numbers real quickly with you again. $2.3 million was operating expense increase that we had the 4.4 of legal and professional, and then we had 3.3 of equity comp and that is of course a non-cash cost. As our unit price increased in the market over the year, that increased. Going forward, how to look at that going forward, it totally depends on the performance of our units over the year as that number will increase or decrease with the market price of our units.

So that $3.3 million of equity cost that was all in SG&A?

Yes.

I should know the answer to this but to explain one more time what is the difference between that and the equity comp fees that you put in the EBIDTA reconciliation is with that much smaller number. What does that number represent?

Which number are you talking about in reconciliation that you looked at?

Yes, there is an equity based compensation number of about $228,000 for the quarter.

Fine, those are the same thing.

The 3.3 and 228 what's the?

I just want to make sure I am not giving you the wrong answer to this. We can take this one offline and make sure that we get you the right answer.

Sure, my apology that it is probably a better question for off-line. And then just so that I understand the guidance between sales and EBIDTA for the year, the sale guidance is basically flat up 2%. The EBIDTA guidance is down 3% to up 3%. I guess I can understand why at the high end 2% revenue you get the leverage, get the 3% EBIDTA. I guess I’m trying to figure out why the low end in a flat sales environment EBIDTA would be down that 3%?

We have to take into consideration cost increases. Although we think we believe we can pass along pricing here because the brands in our markets are very strong, we just want to make sure that the guidance is appropriate and we take into consideration the fact that we have some cost pressures.

Sort of back to the sales guidance, up 2% is the high end of your guidance, obviously last year was a good year, up almost 7%. What are you seeing this year that makes you think that it won’t be sort of as robust as last year? Is it a weather issue, is it a fuel price issue; seems like the group sales numbers are coming in pretty strong, is that just ultimately been conservative on your outlook?

We are coming off of a very week year in 2009, James. 2010 was as rebound of 2009’s recession year and we are just going historically, we think we can increase the numbers that we have given you. Basically, we never expect that 2009 to be the way it was and we did rebound in 2010 and now our goal is to keep that momentum going.

Then just last housekeeping question here, the tax guidance is always helpful. Is that a fair assumption to make that $8 million to $10 million you guys mentioned for 2011, is that a safe assumption moving forward beyond 2011?

For a few years I think it is a fair assumption.

(Operator Instructions). There is no further questions in queue. I will turn the call back over the management for closing remarks.

Okay, on behalf of the management team, I would like to thank you again for your time this morning. Also, I'd like to let you know how much we appreciate the continued to support of our unit holders. As we head into our full operating season we feel very good about Cedar Fair's progress and potential, and we remain committed to acting in the best interest of all of our unit holders by executing a strategy that creates maximum value for the long term. Stacy, I'll turn it back over to you.

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

Thank you, ladies and gentleman. That does conclude our conference for today. Thank you for you participation. You may now disconnect.