Good morning, ladies and gentlemen. Thank you for standing by. Welcome to the Cedar Fair Third Quarter Earnings Conference Call. During today's presentation all parties will be in a listen-only mode. Following the presentation the conference will be open for questions. (Operator Instructions). This conference is being recorded today, Thursday, November 3rd of 2011. At this time, I'd like to turn the conference over to Ms. Stacy Frole. Please go ahead, ma'am.

Good morning and welcome to our third quarter earnings conference call. I am Stacy Frole, Cedar Fair's Director of Investor Relations. This morning we issued our 2011 third quarter earnings release. A copy of that release can be obtained on our corporate website at www.cedarfair.com or by contacting our Investor Relations offices at (419)-627-2233. On the call this morning are Dick Kinzel, our Chief Executive Officer and Matt Ouimet, our President will assume the role of Chief Executive Officer upon Dick's retirement in January; and Brian Witherow, our Vice President & Corporate Controller who will walk you through the particulars of our financial results. 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 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 web site via the conference call access page. 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'll turn the call over to Dick Kinzel.

Thanks, Stacy. Good morning everyone and thank you for joining us on the call today. We are pleased to report the strong momentum we experienced in our operations during the first of the year not only carried into our peak vacation months of July and August, but into the increasingly important fall season we have been cultivating over the past few years. We firmly believe continued investments in our world class properties and our creative marketing strategy for 2011 has produced solid increases in both attendance and per-capita spending, both of which are on pace for our record setting here. For the third quarter we reported record revenues with net revenues increasing $27 million or 5% despite a still challenging consumer market. During the quarter we saw attendance increase 276,000 visits and in-park guest spending increased by approximately $1 per attendee. Out-of-park revenues also increased nicely during this time by $4 million. We saw total revenues increase across a majority of our parks led by Canada's Wonderland, California's Great America, Knott's Berry Farm and Kings Island. Cedar Point's Resorts hotel also continue to see year over year increases. Our cost during the quarter also increased when compared with last year. The increase in costs while largely anticipated is primarily the result of the increases in attendance and higher wage costs as well as several one-time items. As stated in our release this morning, the positive revenue and attendance trends for the third quarter have continued into the fourth quarter. In October, attendance was up approximately 6% or 155,000 visits and average in-park guest per-capita spending increased approximately 4% or $1.39. This record setting October performance is even more impressive when you consider that our result a year ago was the strongest October we had ever had up to that point.…

Thanks, Dick, and good morning to everyone on the call. Dick, I do need to say at this forum, I appreciate the support you provided me over the last several months. It's been an honor to work beside you and learn from the best amusement park operator in the industry. And I look forward to working with you in the future as both a member of our board and as an investor in France. Since we last spoke in this forum, I've continued to spend time at all of our properties, understanding the unique aspects of each park and its respective consumer base. We've also completed the first round of updated research on two of our largest parks. The combination of site visits, management discussions and this research informs our capital menu discussions I will refer to later. As you've already heard this morning, our parks completed their operating season trending towards record revenues and attendance in 2011. Before I begin discussing our plans for 2012 and beyond, I'd like to ask Brian to provide a few more details on our most recent financial performance as well as the improvements we've made to our balance sheet. Brian?

Thanks, Matt. As Dick mentioned at the beginning of the call and as detailed in our earnings release this morning, we had another strong quarter with meaningful increases in both attendance and revenues. For the third quarter of 2011, we reported revenue growth of $27.3 million or 5%. This was primarily driven by a 2% or 276,000 visit increase in attendance, a 3% or $1.01 increase in average in park guest per-capita spending and an 8% or $4.3 million increase in out-of-park revenues. It's important to note that in-park guests per-capita spending represent the amount spent per attendee to gain admission to our parks plus all amount spend while inside the park gates. Out-of-Park revenues primarily represent the sale of hotel rooms, food, merchandise and other complimentary activities outside our park gates. Now let's take a closer look at the increase in attendance for a moment. As we've mentioned on previous calls we placed a particular emphasis over the past two years on restoring our season pass business after somewhat down year in 2009 as many of our customers manage through the macroeconomic turmoil. To this end we launched targeted marketing campaigns at several of our parks this year including California's Great America, Knott's Berry farm and Valleyfair! This strategy clearly proved to be successful given our notable uptick in attendance in the quarter and the increase in the number of season passes sold for the 2011 season. Now on to costs for the quarter. Operating cost during the third quarter of 2011 increased to $15.8 million or 6%. Dick already mentioned that the year-over-year increase in costs were largely anticipated and are the results of the increase in attendance and higher wage costs as well as several one-time items. The increase in wage costs which are reported through the…

Thank you, Brian. Looking ahead to 2012 and beyond I continue to be confident in the fundamentals of our business model and growth opportunities. Consumers continue to choose to spend their discretionary entertainment dollars in our parks and given the ongoing budgetary strains all consumers are experiencing, this is a particularly strong endorsement of the price value we provide. Over the past few months, we’ve started to put our plans in place to enhance the effectiveness of our marketing communication with our audience. After an extensive RFP process, we’ve selected Cramer-Krasselt, one of the largest independent advertising agencies in the U.S. as our agency of record for all of our parks. Their strategic market, assessment capabilities along with their impressive, creative and digital marketing resources make them the ideal partner for Cedar Fair. Additionally, by early next year we will roll out a comprehensive modernization of our e-commerce platform. This platform will allow us to continue to grow our advanced purchase commitment volume, refine our approach to yield management and lessen our dependency on third party distribution channels. The vast majority of our visitors go online during their decision and trip preparation process and we simply have to give them intuitive easy-to-use tools to match their needs with our offerings. Last month we announced the addition of Scott Tanner, Corporate Vice President of Sales and Bob Wagner, Corporate Vice President of Strategic Alliances. These gentlemen have been passed with expanding the relationships with our sales teams have with our corporate customers and other sales channels as well as forming strategic alliances with other corporations to generate promotional leverage and sponsorship dollars. It will take us 12 to 18 months to ramp up these efforts. However, I expect we will begin to achieve some of the benefits beginning next year. We…

Thank you, sir. (Operator Instructions). And our first question comes from the line of Tim Conder with Wells Fargo. Please go ahead. Mike Walsh – Wells Fargo: Hey, this is actually Mike Walsh sitting in for Tim. Congratulations on the quarter, guys. On Great America, you guys on schedule with them already at the end of the year for them to talk about whether or not they are going to approve that, the city of Santa Clara?

Mike Walsh – Wells Fargo: And how should we think about, you had 70 million of proceeds there and I notice that you prepaid about $18 million on term facility and you've talked about the distribution and where we're going to be at here in the next couple of years but how should we think about capital deployment going forward or do we need a way to hear a little bit more on the financial framework if you will in the next couple of months?

Well Mike, what I would say is a couple of things. One is, it’s a phrase you'll hear me say more and more often. We're looking at the quality of the distribution not just the magnitude, right. And so as I said in my prepared remarks, being able to continue to play an ever increasing distribution that grows as our operating results grow and is sustainable even in down years is part of the objectives the board has laid out for our cash. That being said, we are in very good shape to do what we committed to in terms of our distribution for next year but we have talked about a range of $1.35 to $1.65. And based upon the results we see this year, I think the expectation can be that we will be on the high end of that range. But we’ll continue to pay down debt so we can get to what we believe are good sustainable level of leverage, which we’ve said basically, is four times in total and three times on our senior secured. Mike Walsh – Wells Fargo: I see. So do you think you’d be a little bit more stringent on CapEx or do you think maybe going forward, you’re still going to be in that $80 million to $90 million range and then maybe a little flexibility depending on what each park needs and…

Yes. I think you said that well. I think we’re going to be disciplined about our CapEx as we go forward. We’ve always spent in the same neighborhood of about 9% of revenue roughly, which this is, but we’re going to be disciplined around that so we can balance out the objectives of the distribution a degree of leverage we’d like to have as well as the investment in our core business. Mike Walsh – Wells Fargo: Okay. And just one quick one here. Matt, you had mentioned just analyzing customers and outcomes there, a little bit deeper, kind of putting into buckets or segments if you will, just kind of wanted to see how that’s progressing. I know it’s kind of early but if there's anything noteworthy there and depending on the changes, how long do those items actually take to get implemented through the parks?

Yes, Mike I would say that although I talk about them maybe a little differently than we’ve done historically, it is just leveraging the way we thought about the consumer before. But there are two basic ends of the spectrum. There is a benefit oriented consumer who is willing to pay extra for a premium level experience if you will, or experiences. And then there is a value oriented consumer on the other end of spectrum, who is looking for value and in many cases, bundled activities such as buying food and beverage ahead of their visit as an example. That work is progressing and that will be foundation of what we do next year from a yield management standpoint.

Thank you. And our next question comes from the line of Scott Hamann with Keybanc Capital Markets. Please go ahead. Scott Hamann – Keybanc Capital Markets: Dick, I just wanted to say congratulations, good luck in the future, and hopefully we’ll see you walking in the midway at Cedar Point from many years to come.

Thanks a lot, Scott. I really appreciate that. Scott Hamann – Keybanc Capital Markets: All right. So, looking at Great America, is there any way you could break out what the revenue EBITDA kind of contribution is, so we can kind of think about that for next year?

Scott, what we have said all along is it's less than 3% for our consolidated EBITDA. Scott Hamann – Keybanc Capital Markets: Okay. And then secondly on the distribution, is it fair to think, in the release you talked about even quarterly distributions. You talk about the high end of that range and then just divide that by four. It really should be leveled each quarter?

Yes. The short answer to that question is, yes. We think it’s important to pay a consistent quarterly distribution. Scott Hamann – Keybanc Capital Markets: Okay. And just on the operating expenses, it kind of looked even may be x, some of these one-time items that your seasonal labor cost might have kind of, it’s still been up higher than the revenue and I’m just kind of wondering, as you think about balancing longer park hours and more seasonal labor cost increases versus the benefits that you’re getting, how are you thinking about that and what are your initial thoughts on hours for the parks or operating days next year?

Brian?

Scott, this is Brian. First and most importantly let me say that the increase in cost was largely unbudgeted. As you mentioned, the increase is primarily being driven by cost that’s less [ph] higher with attendance such as operating supplies and seasonal labor. Seasonal labor cost increase is largely due to the expanded hours as well as the addition in new rides, attractions, services. All of those things aimed at improving the guest experience. Whenever we look at expanding park hours or adding attractions, those things are taken into account. I think the thing that’s also important to note is that in spite of the higher cost, we're still essentially holding margins. So we will and do look at those things, but we're not necessarily frightened by the increasing costs that we’ve seen so far through the first 10 months of the year.

Thank you. And our next question comes from the line of Sri Raja with Deutsche Bank. Please go ahead. Sri Raja – Deutsche Bank: Just a follow up on the Great America. What was the rationale behind the sale and are there other parks that you are looking at for future divestitures?

Yes, I'll take them in reverse order. There are no other parks that we're looking at for divestitures. The Great America sale was really an alignment of interest that came together in a unique way for a unique situation, which is predicated by the desire for the city and the 49ers [ph] to build a new stadium essentially in our parking lot. So I think for us, the price was right, the time was right and again, it only represents about 3% of our EBITDA. Sri Raja – Deutsche Bank: Great. And now that leverage is around 4.3 times and with the free cash flow you are generating next year probably under 4, is their opportunity to acquire other parks that are available out there today?

Yes, one thing I should point out for those of you that our working model is out there and Brian touched on it. In 2012 we do have to settle our cross currency swaps, which is about $50 million cash item. And so for next year, that's obviously more cash available to us in 2013 and beyond. But to answer your specific question, we’ll continue to look for accretive acquisitions of individual parks that are out there. Historically we’ve successfully done that using units as the primary currency because it’s a more tax effective transaction for the seller. And that’s helped us in a couple of the parks that we’ve acquired previously. But if there are opportunistic, accretive acquisitions on quality parks, we would add to the portfolio. Sri Raja – Deutsche Bank: Great. And I think the last time we were talking about this you guys were testing ticket strategies in terms of doing a VIP ticket with no wait in lines. How are those testing throughout different parks that you tested it at?

Yes. I would say our tests of those type of items has been successful. And as I spoke before, they direct themselves toward an audience which is more benefit oriented and probably a higher end income demographics. But those tests have been successful. Sri Raja – Deutsche Bank: Great. So you’re going to look at higher per-capita spend in the future.

Thank you. (Operator Instructions). And our next question comes from the line of Phil Anderson with Longbow Research. Please go ahead. Phil Anderson – Longbow Research: For 2012, your CapEx budget of $90 million is kind of at the higher end of your historical range. Just wondering if it’s safe when to assume that you would expect higher returns since you’re willing to spend a little bit more this year than you may be had in the past?

Phil that would certainly be the intent of the spending. The other thing that I should point out, as it is true for everyone in the industry this year, there’s a requirement, a new ADA, American Disabilities Act requirements that are requiring us to modify several things within each of our parks. And that number is somewhere between $5 million and $10 million for us. So if we’re at the high end of the scale, that’s the primary driver of it. Phil Anderson – Longbow Research: Okay. And are there any recent years that you would point to as kind of comps in terms of not just the magnitude of CapEx, but the types of rides that you’re adding?

Yes. I think this is the same type of rhythm and portfolio that this company has traditionally had. We have the major coaster announcement. We have the Windseeker announcements going in and the mix of family and thrill rides is relatively close. I would say there’s a little more money in the budget this year to continue to re-freshen our resorts, which if we talk about our out-of-park revenues, particularly at Cedar Point, we bumped up occupancy by 300 or 400 basis points this year. And so we need to put little bit more money back into our resorts. Phil Anderson – Longbow Research: Okay. And you’ve said really the last couple of quarters, the West Coast parks have been among some of the best performing ones. Just wondering if you could to flesh out sort of the geographic disparities between the different areas not only for the quarter, but October. I know the Midwest weather wasn’t the greatest in October. Just wondering where all the year-over-year growth came from?

Yes, if you look at it actually it is pretty well geographically dispersed because Canada had a very successful year. Knott's had a very successful year and Valleyfair! had a very successful year along with Kings Island. So if you just put those dots on a map, you are going to see you are pretty well dispersed in that regard. Phil Anderson – Longbow Research: Okay. And then finally we know from your past commentary that October represented an extremely difficult comp. Just wondering how November and December stack up in terms of difficulty comp plays?

I'll take it from a topline. Since the only park that's operating is Knott's I think we have a relatively fair comparison year-over-year. I’m looking at Brian. I'm not aware we had a particularly strong November or December at Knott's last year and the rest is our discipline around cost management which we are particularly good at. So Brian?

Yes. As Matt said the comparison for Knott, the only property that is in operation, December results were difficult last year, rainy at December for that property. The other parks are in their downtime mode and they will be keeping a close eye on those off season costs, if you will. So it should be fairly consistent minus any sort of non-recurring onetime things that might pop-up that we're not anticipating at this point.

Thank you. And the next question comes from the line of (inaudible) Partners. Please go ahead.

My questions have been answered. Thank you.

Thank you. And our next question is a follow up question from the line of Tim Conder with Wells Fargo. Please go ahead. Mike Walsh – Wells Fargo: I just wanted if you could talk about how inflation is impacting your business. I know you mentioned wage cost but it didn’t necessarily seem that that was inflation related. But if we look at your COGS line for instance, about 8% to 10% of your overall sales are you able to pass on some of that cost in food and merchandise?

Yes, we like every ounce [ph] of seeing some increase in the commodity pricing, Mike as you would have seen across other businesses. But for the most part we've been able to pass that through to the consumer. Mike Walsh – Wells Fargo: Okay. And this may be a wait-and-see question, but is there any more thoughts on some of the land purchases that you've made near at Carowinds for instance and what you're going to do there?

No, there's nothing that’s changed since our prior call. Mike Walsh – Wells Fargo: Okay. And this more of a model clarifying question. If we looked at your cash flow for 2012 on the investment section, what’s CapEx expected to be? Is it really expected to be $90 million or is that something a little bit lower?

We’ve said and we target about 9% of revenue but that will be over years on average. So I think you can probably use that as a place holder.

Thank you. And our next question comes from the line of Mike Pace with JPMorgan. Please go ahead. Mike Pace – JPMorgan: Two questions. First one is difficult for us to grapple without the queue, but if we look at the magnitude of the cash you generate in the third quarter and the increase in cash and the reduction in revolver; I’m just wondering, when we compare that to the third quarter of last year, were there any meaningful working cap uses during the third quarter? Why are we not seeing a bigger spike in cash given the lower amount of revolver pay down in this quarter? And then the second question, can you just remind us what the cash flow sweep covenant is in your credit agreement? I know that was amended earlier at the year, just given your four times and three times targets you mentioned earlier? Thank you.

Yes Mike, as far as the changes in the third quarter from a working capital, there nothing of any significance to flag as far as a delta from 2010 to 2011. As far as the excess cash flow sweep as long as we stay above three times senior secured, there is a 25% cash flow sweep. So we anticipate and are projecting it will be above three times throughout the end of the year. So that formula will require us to make a 25% sweep on the excess cash flow count. Mike Pace – JPMorgan: Okay. Great. And your recent pay down on the term loan doesn’t impact that? You still have to make that?

It does. It goes against that. So it won’t be the full amount. The $18 million will go against that.

Thank you. And at this time, I’m showing no further questions in the queue. I’ll turn the call back over to the management for any closing comments.

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

Thank you. Ladies and gentlemen, that concludes today’s Cedar Fair Third Quarter Earnings Conference Call. Thank you for your participation. You may now disconnect.