Ladies and gentlemen, thank you for standing by. Welcome to the Cedar Fair third quarter 2010 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, Tuesday, November 2 of 2010. I’d now like to turn the conference over Miss Stacy Frole.

Thank you Alisa. Good morning and welcome to our third quarter earnings conference call. I’m Stacy Frole, Senior Affairs Director of Investor Relations. Earlier today, we issued our third quarter earnings release. A copy of that release can be obtained on our corporate website at cedarfair.com or by contacting our investor relations offices at 419-627-2233. On the call this morning are Dick Kinzel, our Chairman, President and Chief Executive Officer and Peter Crage, our 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 addition, in accordance with Regulation G, non-GAAP financial measures used on the conference call today are required to be reconciled to the most directly comparable GAAP measures. During today’s call, we will make reference to adjusted EBITDA as defined in our earnings release. The required reconciliation of adjusted EBITDA is in the earnings release and is also available to investors on our website via the conference call access page. In compliance with 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 let me turn the call over to Dick Kinzel.

Good morning. Thank you for joining us on the call today. Following my opening remarks, I’ll turn the call over to Peter for a discussion of the financials. Then I’ll come back for additional comments about our business outlook and other matters before we take your questions. Cedar Fair’s strong momentum continued into the third quarter and the first nine months of 2010, as we achieved revenue growth in all of our regions. This is was due largely to the effects of innovative marketing programs, continual investments in our business, favorable weather conditions throughout the region and a modest recovery of the economy. Attendance improved by approximately 5% or 547,000 visitors in the third quarter compared with a year ago. Our aggressive marketing efforts helped increase season pass sales and restored group sales to pre-2009 levels. Competitive pricing and the attraction of our new roller coasters at King’s Dominion, and Carowinds also combined to bring a greater number of visitors into our parks. This gain in attendance and a 10% improvement in out of park revenues were responsible for our overall increase in revenues, as average in park guest per capita spending maintained relatively unchanged during the quarter. For the nine month period we had approximately one million more visitors to our parks than we had for the comparable period last year, an increase of 6% to $19.8 million. Out of park revenues were up 7% or approximately $6 million to $92.2 million, while average in park guest per capital spending was down by approximately 1%. The slight decrease in average in park guest per capita spending was anticipated due to the increase in group sales as well as repeat visit by seasons pass holders. Our group visits increased as many of our parks saw the return of group bookings that did not occur in 2009, presumably due to spending cut backs by businesses and organizations. Visits by seasons pass holders significantly increased as well. This improvement continued in October as we produced record results for our Halloween events. During this five week period, in park revenues increased by more than 25% or approximately $21 million. Attendance increased approximately 29% or 553,000 visits while average in park guest per capital spending was down roughly 1%. Out of park revenues were up approximately 3% for the month. Throughout the year, our entire team has continued to do an excellent job in serving our guests and controlling our costs. I would like to quickly congratulate our team at Carowinds, and Michigan’s Adventure for achieving record attendance this year, something they should be very proud of. Now I’d like to turn the call over to Peter to discuss our financial results in more detail.

Thanks very much Dick. As we go through these numbers, I would like to mention that the fiscal nine month period ended September 26, 2010 included 40 fewer operating days at our parks than in the same period of 2009. This is because the Memorial Day weekend fell a week later in 2010 and several of our parks opened later, resulting in a shorter operating season for those parks. Net revenues for the nine month period increased $37.4 million or 5% to $847.9 million from $810.5 million in 2009. The increase reflects a 6% or one million visit increase in combined attendance to 19.8 million visitors. This increase was largely due to the increase in season pass and group sales as Dick mentioned. A 7% or approximately $5.7 million increase in out of park revenues to $92.2 million, which is primarily attributed to higher occupancy rates at our resort hotels. Slightly offsetting these increases was a 1% or $0.38 decrease in average in part guest per capita spending. Per capita spending increased in the northern region, but declined in the southern and western regions due to the shift in attendance mix toward group and season pass visits. For the nine month period operating costs and expenses increased $8.4 million to $522.8 million, compared with $514.4 million a year ago. The increase reflects $10.5 million of costs related to the terminated merger, and a $6 million increase in scheduled maintenance expenses. Reflected in the 2009 results is a $9.5 million settlement of a California class action lawsuit and a $2 million settlement of a licensing dispute with Paramount pictures. We use adjusted EBITDA, earnings before interest, taxes, depreciation, other non-cash items and adjustments as defined in our 2010 credit agreement, to provide meaningful insight into our operating results, since we use…

As we head into the final quarter of the year, we feel very good about our near term outlook and long range potential, and we have updated our guidance as noted in today’s release. Based on our performance to date, and our expectations through the end of the year, now we expect to achieve full revenues of between $965 million and $980 million and adjusted EBITDA of between $345 million and $355 million. This is up from our previous guidance for revenues of $940 million to $965 million and adjusted EBITDA of between $320 million and $340 million. We expect to gain further benefits from our value creation strategy in the coming year. While our capital spending dollars are down for 2011 in comparison with 2010, we do expect our new attraction such as Windseeker, a 300 foot tall swing ride at our four largest parks to have a positive impact on revenues. Now before we take on your questions, I would like to comment briefly on two other items. The first is the other release we issued this morning on executive promotions as part of our leadership succession planning process. I would like to congratulate Peter Crage, Bill Bender, Richard Zimmerman and Dave Hoffman on their recent promotions. We are fortunate to have such talented and dedicated individuals helping to lead our organization. These promotions are another step in our ongoing succession planning process. Given that we were in the beginning of integrating the Paramount acquisitions when I signed my current employment contract in 2006, the Board felt it was important for me to stay on at that time to ensure a successful integration. That integration is now complete and the former Paramount operations are a strong contributor to our business. As a result, with my current contract set…

(Operator Instructions) Our first question comes from the line of Joe Rachel with Wells Fargo. Please go ahead. Joe Rachel – Wells Fargo: Thank you. First off, congratulation Peter on your promotion.

Oh, thank you very much. Joe Rachel – Wells Fargo: I guess first off, trying to decipher the code here of your statements Dick, it sounds like given the employment agreement expiring here at the end of next year, is there any consideration that the Board extend your agreement or are you taking yourself out of consideration?

Joe, I think the easiest way to say that is this is going to be a process. It’s going to be held internally and externally and we’ll see how the search goes, and right now my contract’s up and that looks like the way it’s going to be. Any discussions on this I think, should be held confidential because of the search process that’s in place. Joe Rachel – Wells Fargo: Yeah, that’s understandable. I guess good luck with the search in the next year

Thank you. Joe Rachel – Wells Fargo: Peter, any consideration, has any consideration been made to renegotiating with your lenders and reopening the distribution covenants on your financing, kind of raising that $20 million cap?

We haven’t considered that at this point in time. The plan that we put forth back in October we thought provides an appropriate balance between distribution and debt reduction, so that these distributions could be sustainable over the long term. We haven’t considered that. As you know, we just got done with the Halloweens last Sunday, so we’ll obviously be taking a look in the rear view mirror and looking this year and planning for next year, and think about things like that, but nothing at this point in time. Joe Rachel – Wells Fargo: OK. And I don’t know if I missed it or you just didn’t say it, did you give a weighted average cost of debt at the end of the quarter, and if you didn’t could you give it both with and without the swap impact?

Sure. Well we gave it with the swap because our LIBOR on $1 billion swapped out October of ‘11. Let me approach it this way. We previously disclosed that we expect cash interest expense to be about $130 million in 2010. I would expect that our weighted average cost of debt in 2010 to be about 8.6%. I expect about $140 to $145 million to flow through the P&L. So those should be numbers that, does that answer your question? Joe Rachel – Wells Fargo: Yeah, do you have any indication if rates stay at the current level, what it would be for ‘11?

For ‘11 right now and based on our plan that we had provided back in October, it goes up slightly next year to about 9.5, in the mid 9’s. Book recorded interest expense and sort of the mid to high 150’s, but then in 2012 it decreases precipitously into the high 6’s to low 7’s because the majority of those higher rate LIBOR swaps fall off in October of ‘11. Joe Rachel – Wells Fargo: All right. And I guess last question here and I’ll hop back in the queue. Looking to ‘11, I don’t know if you have any projection on the number of operating days year over year and also if you could talk about whether in 2010, just in general or specifically for the third quarter, would you consider 2010 a good weather year, or was it more a normal weather year?

Joe, this is Dick. The number of operating days next year will be very similar to 2010. That never really varies that much, no more than probably a five or six day swing. I think one of the things we will see next year, we hope we have a lot of confidence, is we’re going to extend the hours at Carowinds. Prior to this year, that park never stayed open past 8:00 o’clock and night, and what we’re doing at that park is, we’re extending the hours to 10:00 o’clock. We’re putting in a light show and fireworks to try to attract a higher per capital spending and maybe increase group sales business at that park. As far as the weather in 2010, it was really an outstanding year as evidenced by the just our October business. If anything, it certainly gives credence to why a seasonal business cannot be highly leveraged. It was just a great year this year. When you pick up 500,000 people in the month of October, you know we’re only open 2 ½ days a week during that period of time, and we had 80 degree weather here in Sandusky and in Carolina and in Virginia. The weather was fantastic, and so in 2009 it was just the opposite. We had cold and rainy weather all through October in our major parks. So the weather does play a big part in our business. We have a very stable business, a very secure business, but certainly we can have very high increases or spikes with great weather like we had this year. So again, I want to stress that one of our reasons for getting our debt in line, is that you know, we learned that just a seasonal business should not be highly leveraged, and we have to be ready for both the turns in weather and also in the economy, and I think by getting the debt in line down to four times, we certainly will be able to sustain any weather or economic conditions going forward. Joe Rachel – Wells Fargo: Thank you.

Our next question comes from the line of Mike Pace with J.P. Morgan. Please go ahead. Mike Pace – J.P. Morgan: Hi. Thank you. Here’s a question for either one of you. Just looking at the cost line items, it looks like flat cost of goods sold for food, merchandise, etc. I’m just wondering did you get better contract terms on anything there and as it relates to operating expenses, Peter, I just couldn’t follow everything as quickly as you were talking. The decline in operating expenses, can you just discuss what was going on there, just given that the rise in attendance, I’m wondering, assuming staffing cost is in that line item. Was there, I’m just wondering the risk of just harming the customer experience. Obviously it didn’t look like that happened, but can you talk about that cost line a little bit? Thanks.

Mike, if you’re referring to the reduction in – I’ll answer your last question first. If you’re talking about the cost in the third quarter, we had a onetime $9.5 million cost for the settlement of a law suit in the third quarter of 2009. Essentially, the headline here is that we’ve been able to maintain or slightly increase costs over 2009. A number of the costs that we had cut from 2008 when we had less revenues last year, we’ve been able to maintain some of those cuts, and I’ll let Dick comment on the visitor experience. I have not seen nor have we seen a decline in the visitor experience.

No, we have not. In fact the in park surveys that we do in a quality analysis, we do certainly is maintaining the standards that we’ve always had. I think basically, I think our purveyors are experiencing the same thing that we experienced. In a lot of areas we had to hold costs and consequently that was passed on to the consumer.

With respect to your question on cost of goods, there weren’t any contracts or any long-term purchasing arrangements that stand out. We’ve just been able to monitor those costs as well and change out products that are not of lesser quality to keep our costs in line. Mike Pace – J.P. Morgan: OK. And then can you also just talk about attraction you have planned for 2011 operating season and should we still expect CapEx in the $90 million area per year? Thank you.

Mike, next year’s capital, we’re pretty excited about next year’s capital. Usually what we do is we put two rides in two of our big parks, in two of our four big parks every year. I think we found an exceptional value this year in the Windseeker, which is a 300 foot swing ride, and we’re going to put that attraction. It’s about $5 million a piece into each of our four big parks along with doing some other things like I mentioned like at Carowinds and King’s Dominion, we’ll be doing a few other things to enhance value. Our capital normally year over year is between $80 and $90 million, but with the Windseeker this year, our capital will probably be in the area of about $70 million. So it will be down a little bit this year, but we certainly don’t think that the value that we’re going to be giving the customers is going to decline a bit. Mike Pace – J.P. Morgan: OK. Thank you.

Our next question comes from the line of Scott Hamann with Keybanc Capital Markets. Please go ahead. Scott Hamann – Keybanc Capital Markets: Hey, good morning everyone. Just on the in park spending, is there any way you can kind of break out the difference in spending between the season pass, the group people and kind of what your just regular walk up attendance people have done historically and kind of where you are now?

Scott, it’s pretty difficult to break that out on a per capital basis. We know the average number of visits that our season’s pass holders visit the park each year, and it’s pretty difficult to break that out. We break it out by numbers, but certainly we don’t break down the per capita. Scott Hamann – Keybanc Capital Markets: OK. But do you think, is it materially different as we start to see a shift in more season passes. You talk about opening Carowinds longer; you know more season passes in the south region. Is that going to be a hindrance to in park spending going forward?

Well for example, using Carowinds as the example, we certainly hope it’s going to increase per capital spending because of the longer hours and people may be staying and have another Coke or Pepsi or another hotdog or ice cream cone or something like that. But certainly, the more seasons pass people you have in the park, that does have an effect on your per capital spending, especially in your admissions per capital. And also in your merchandise per capital, because what we found over the past is, seasons pass holders don’t buy nearly as much merchandise or play the games as our regular walk up customer. Scott Hamann – Keybanc Capital Markets: OK. Peter, can you give us the after tax impact of the debt extinguishment charge?

I don’t have that. We’ll have to – I have the $35 million here, but I don’t have the after tax number in front of me. Scott Hamann – Keybanc Capital Markets: Is it safe to assume that’s more of a 35% or would that be on the other side of the business?

Again, I don’t know. We haven’t done – just we have not done. We finalized the accounting for this just last week and we’ll have to get back to you on that. Scott Hamann – Keybanc Capital Markets: OK. And then just finally, can you remind me of the trigger on the coverage ratios that gets you more distribution dollars in 2011?

It will be 2012. Or 2011, are you talking about the additional $20 million of distribution? Scott Hamann – Keybanc Capital Markets: Correct.

That is a – we have an additional $20 million of availability under restricted payments if our senior secured leverage is below three times. Scott Hamann – Keybanc Capital Markets: OK. And where is it right now?

Senior secured leverage right now, if we use – we’re at $1,175 million, and let’s assume midpoint 350, we’re at 335 at the midpoint of our guidance. Scott Hamann – Keybanc Capital Markets: OK, great. Thanks a lot.

Our next question comes from the line of Jane Pedreira with FBR Capital. Please go ahead. Jane Pedreira – FBR Capital: Good morning. I just had two questions please. The first is with respect to your group business, can you say if groups that had fallen off during the economic collapse have returned this year in full or is there upside potential there for the future?

As we noted in our comments, the group business did come back up this year a little bit. In fact it came up to 2008 levels, pretty close to that, but we never feel that we have enough group business. Our sales people are constantly out there trying to sell businesses to come to the park, so we certainly think there’s upside in that. But last year was because of the economy, was very soft, but we did pick a lot of that up this year. In fact, we’re pretty close to 2008 levels. Jane Pedreira – FBR Capital: OK. That’s good. And then my understanding is in the bond indenture that you also have restrictions on distribution such that even if the credit facility tests were met, you would still need to comply with the bond indenture test as well, and I thought that level was set at 4 ¾ times leverage.

That’s correct. And the credit agreement is at 4.5. The bond indenture requires that we also add into the numerator our average revolver for the previous trailing 12 month period, but with this stronger cash flow in 2010, allows us to reduce our reliance on the revolver, which gives us what we believe adequate head room. Jane Pedreira – FBR Capital: Got you. OK. Thank you so much.

At this time we show no further questions. Please continue.

Excuse me, you’re breaking up a little bit operator, Alisa.

At this time I show no further questions. Please continue.

Thank you. I’d like to thank 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 early February to discuss our fourth quarter and full year results. Thank you.

Ladies and gentlemen, this concludes the Cedar Fair third quarter 2010 earnings conference call. Thank you for your participation. You may now disconnect.

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