Good day, and welcome to the Cedar Fair's second quarter conference call. Today's conference is being recorded. At this time, I would like to turn the conference over to Stacy Frole. Ms. Frole?

Thank you, Greg. Good morning and welcome to our second quarter earnings conference call. I am Stacy Frole, Cedar Fair's Vice President of Investor Relations. This morning we issued our 2014 second quarter earnings release. A copy of that release can be obtained on our Investor Relations website, ir.cedarfair.com, or by contacting our Investor Relations offices at 419-627-2233. On the call this morning are Matt Ouimet, our President and Chief Executive Officer; and Brian Witherow, our Executive Vice President and Chief Financial Officer. Before we begin, I need to caution you that comments made during this call will include forward-looking statements within the meaning of the federal securities laws. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. You may refer to filings by the company with the SEC for a more detailed discussion of these risks. In 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 message is being made available to the media and the general public as well as analysts and investors, because the webcast is open to all constituents and prior notification has been widely and unselectively disseminated, all content of the call will be considered fully disclosed. Now, I will turn the call over to Matt Ouimet.

Thank you, Stacy, and good morning, everyone. Thank you for joining us on today's call. Before I start, I want to caution you that it's always difficult to extrapolate partial season performance in the full year results and this year is no exception. As of today, we still have not more than one-third of our annual attendance in front of us, including the busy month of August and our extremely popular system-wide Halloween events. That being said, Brian and I will do our best this morning to provide context for our results to date, and provide some perspective on our expectations for the balance of the year. We will also highlight areas, where we see opportunities, as we head into 2015 and beyond. Let me start by saying that we are generally pleased with our year-to-date results. As you may have read in our earnings release this morning, through this past Sunday, August 3, comparable park net revenues were up a little more than 1% when compared with the same period a year ago. Although, we have not met all of our park-level objectives to this point, we are pleased with the 4% increase in average in-park guest per capita spending. We experienced strength in guest spending across all of our parks and across all categories of our business. This increase was somewhat offset by a 2% decline in attendance and a $2 million decrease in out-of-park revenues over the same period. I want to emphasize that we continue to see the resilience of our business model and believe the underlying demand for our products remain strong. Our revenue growth to date is the direct results of many of our fun-forward initiatives, which have successfully produced increases in both our admission per cap and our guest spending inside of our…

Thanks, Matt, and good morning to everyone on the call. As Matt mentioned, at the start of the call, it's always difficult to extrapolate partial season performance into full year results. Essentially, all of the revenues from our seasonal amusement parks, water parks and other resort facilities are realized during the 130 day to 140-day operating period beginning in the second quarter, but the vast majority of the revenue is concentrated in the third quarter during the peak vacation months of July and August. Only Knott's Berry Farm is open year-round, and the third quarter is also their highest level of attendance. As of this past Sunday, August 3, approximately one-third of our operating results are still to come. First, I'd like to briefly discuss our results for the second quarter, before moving on to more current revenue and attendance trends. As detailed in our earnings release this morning, net revenues for the second quarter ended June 29, 2014, were $403 million, which is essentially equal to the record net revenues reported for the second quarter of 2013. In the quarter, average in-park guest per capita spending was up 4% or $1.58 to $43.94. This increase in guest spending during the period was offset by a 2% or a 182,000 visit decrease in attendance to 7.7 million guests, and a $3 million decrease in out-of-park revenues. Excluding the sale of a non-core standalone water park in August 2013, attendance on a comparable park basis was down 1% or 104,000 visits. It's important to note that in-park guest per capita spending represents the amount spent per attendee to gain admission to our parks, plus all amount spent while inside the park gates. Out-of-park revenues primarily represent the sale of hotel rooms, food, merchandise and other complimentary activities outside of the park…

Thank you, Brian. I continue to have great confidence in the resilience of our business model, the value of our strategic plan and our ability to successfully implement that. I also have a great degree of confidence in the quality of our total entertainment package and the value proposition it provides. Before we close the call, I want to emphasize our commitment to the quality that guest experience for all our guests. The number one reason our guests will return next year is because they had a good time this year. We keep that fundamental truth in line, as we make all of our decisions. As I start to wrap up the call, I want to specifically recognize the great work that is done by our park general managers and their teams. I am fortunate to be able to spend time with all of them personally. They are not just great executives, they are great people, who have committed their careers to this industry. They have the experience and maturity that supports an effective dialogue that in turn results in better decisions. We worked hard to create a culture, where we blend the best thinking of corporate-based functional experts with our park-based operating teams, resulting in the consistent record performance we had experienced over the past four years. While today's call is primarily focused on the current operating season, I will assure you that we're already actively engaged in the execution of all of our strategic aspects of the upcoming 2015 season. This will include a marketing relaunch of our Carowinds park in Charlotte, anchored by a new record breaking attraction and the completion of the Hotel Breakers renovation at Cedar Point. Several new rides and attractions will be announced in the upcoming weeks. I would summarize by saying, the decisions we are making are responsive to what we are given by the marketplace and respectful of long-term value creation. We are mindful and motivated to perform well each year, and we are equally mindful that the vast majority of our investors are counting on us to be part of their portfolios for years to come. I can assure you, we will do our best to deliver against both near-term and long-term objectives. Now, we will open the call for questions.

(Operator Instructions) And our first question today comes from James Hardiman with Longbow Research.

I guess, first just a quick clarification. Brian, I know you guys don't like giving one month worth of results, but just that one's connected to that, between the year-to-date through 2Q and the year-to-date through August, it sounds like per cap was roughly in line. Did attendance, I guess, improved at all in the month of July?

So James, I can tell you through the end of the second quarter attendance on a same-park basis was down roughly about a 160,000 visits or 2%. For the month of July, I would say that the trending we saw in attendance was pretty comparable, again in that 1% to 2% shortfall. We were down roughly 2% for the month of July in attendance with per capita trending comparable to what we've seen here to date, which has been roughly up 4%. Where we did see a little bit of pickup in July was our out-of-park revenues, as you may have noticed the shortfall that we had at the end of Q2 close to $3 million shrunk to about a $2 million shortfall. So we started to see pickup in the out-of-park revenue channel.

And then I guess along those same lines, obviously there are a lot of exogenous factors that hit you guys on the first half. I am assuming that those weren't really an issue during the month of July. I guess as we think about the macro environment, do you think that's playing a role in the soft attendant numbers that you've seen? And I guess, conversely the issue with pricing, it's always somewhat uncertain. You don't really know how much room you have until you hit up against some ceiling and you see it gets back on attendance. Do you think that some of that is at play here or you're pretty confident that the weaker attendance numbers are a function of some of these exogenous factors as opposed to going too far at pricing?

Let me take your exogenous factors question first. I think your premise is generally accurate. The one thing I would tell you that we have talked about before is this issue of time poverty. So you not only need to be a great value proposition, you need to be a time priority on somebody's schedule. And I think the extension of the school years may have eaten into that a little bit, but you're generally right about that. I will tell you this, we have had as you would expect us to have a series of conversations routinely about this particular issue. We don't see any specific factor that would contribute significantly to an attendants decline. There are a lot of variables out there, James, so we don't see any specific factor. I will tell you where we focus though, because of the way that nature of this economy, which is like most discretionary consumer products over the last several years, much of the gains have been with those people we call the benefit-oriented consumer. We are increasingly focused on the value-oriented consumer, which is that person who is trying to budget it to come to Cedar Point for a day or two, perhaps those are made up substantially of younger families. So I think that that our pricing strategies are in fact working. I think they are yielding value and it's a quality of customer who is spending in our parks. But I do think we need to continue to be very disciplined about providing the right promotions and product features to that value-oriented consumer, without risking the erosion of your pricing integrity, and the best example I have of that is our installment payment program, which has proven to be very popular. But if I have any tension in that particular pricing versus the consumer expectation, it's in that segment, James. I will tell that without exception, our CRM practices and our revenue management team are keeping us very focused on incrementality of revenue. There have been a couple of programs candidly. One program we ran that did not yielded level of incrementality, so we won't repeat it. And in other program, our pricing and promotion program that we discontinued at my encouragement, and ultimately figured out that it was a lot more incremental than we thought, but that's exactly the way revenue management should work. So broadly, we don't see anything in the economy that would contribute more broadly to a decline in attendance, but that's how we think about it.

And I guess, just another quick question here. Do you have any visibility with respect to some of the attendance declines, how much of that was daily passes versus seasons pass? Obliviously, if there's a seasonal pass holder, you're more likely to get some of that back. And I guess, just lastly and most importantly, which of the Cedar Point rides should we expect to get renamed after LeBron James?

If he doesn't take the option, maybe you'd step up, James. I'll turn it over to Brian for your first question.

Yes. As far as mix is concerned, you know as Matt said on the call, we continue to be pleased with what we see out of the group channel. I'm not going go into specifics by in each one of the segments, but particularly as it relates to, what we call the active side of the group channel, which would be the catered event, the non-catered event, very date-specific, we continue to see solid growth in that channel. And that continues what we saw in '13 and to a lesser extent '12. Seasons pass continues to be an area of focus for us. We will have a record year in terms of seasons pass sales. Again in 2014, a little bit of a different mix this time than what we've seen in the last couple of years, that those record sales will be generated a little bit more in pricing this time than volume. We're actually seeing, have seen a little bit of a decline in the number of units sold in 2014. Our average pass usage so far year-to-date is up a little bit. So when we look at season pass as a percent with overall attendance, it's right on pace with plan in prior year.

And next from Wells Fargo, we'll hear from Tim Conder.

Let me say on that same line of question in general, if I may, the season pass trends. So Brian, you just mentioned that the usage in attendance is sort of on par year-over-year. I guess that what you saw due to the many factors in the second quarter, are you seeing those visitors come back in July? It sounds like that's the case. And then, Matt, also from your related comments, it sounds like the July, in particular, shortfall in year-to-date therefore is more due to that daily walk-up visitor. I mean can you just clarify am I interpreting your comments correctly?

I think you are generally, Tim. It gets a little harder, because people crossover between programs. So as an example to the extent that we are drawing our B2B business that could be somebody who came in on our front gate pass before, separately, right. And so the crossover between segments maybe complicates your conversation. But look, year-to-date its fastening, because I've been in this business a long time, and it's not unusual to have a year like this where it's very hard to sort out, which of the factors is causing what you are seeing. If we throw out kind of the flood and the lack of water, we round down to 1% change in attendance. And so we are certainly not happy with that, but it is not something that we think is at all indicative of something broader. And we hope that when the sun shines and we get that typical summer weather, we are at or ahead of where we would expect to be. We hope we have a few more of those days in the fall.

And then related to the utility cost, we have heard that mentioned by some other folks in the industry also. Would you say that that's concentrated more in California in your case or is that a little bit broader? And then utility, meaning the water and everything, also the electric cost, is that again concentrated more on the California side given the shortfalls that they've had in water and everything out there?

No. I think we probably, we should have narrowed that comment a little bit. It was almost exclusively relating to heating during the winter for the hotel renovation, as well as the Mountain structure at Canada's Wonderland, so much more related to the winter than anything else and not specific to California, Tim.

And nothing you're seen from the California side with water utilities?

No, structurally yet. I'll be anxious to talk to you separately and see if you are seeing something, but we haven't seen anything yet.

And so one other clarification on the attendance side, so you are anticipating at this point, that you're seeing the season pass customer comeback who may have delayed those visits during the second quarter?

Actually I think you misread. I mean we are actually seeing a slight uptick in visits per guest through July for the season pass holder. And so we would expect to see them visit at least at the same pace they did last year, if not little higher.

Our next question comes from Barton Crockett with FBR Capital Markets.

I wanted to make sure I understand a little bit better the assumptions behind your guidance, and fully understanding that it's hard to extrapolate, but want to understand how you're kind of extrapolating? So you say that you see revenues for the year up $25 million to $45 million, but through July, which is two-thirds of the season you were up about $8 million on a comparable park basis, probably a little less on an actual basis. So what is it that drives those additional revenues? Is it that see attendance trends kind of perking up or is it new revenues from the advertising on the TV network or the insurance proceeds? A little bit more color there would be helpful?

Sure, Barton. This is Brian. So as we look at the balance of the year and the guidance that sits out there right now, without a doubt there is some consideration that we will see a recovery of some of the attendance shortfall that we've seen year-to-date, the 2% that we're down year-to-date. e definitely believe that there is demand in the market. As Matt just said momentarily ago, when over the last few weeks as we've seen good weather day, sunny, typical summer days, we've had the attendance that maybe we weren't getting in June and July, when those days weren't quite as nice. So we believe that there is pent-up demand. There is a little bit more urgency in August, and as we work through September and October with realization that kids are going back to school, and the summer and fall season will be quickly wrapping up and winter will be upon us. So attendance recovery is definitely a part of it. The other piece is, as I said, the extra operating days at the end of October. Nine of our 11 parks will have an extra weekend, three operating days each, which will provide a big opportunity to recoup some of the attendance shortfall that we've seen. But as you know this is a big leverage play, right, so the better the attendance with the kind of per caps that we're generating, it pushes out some big revenue pickups pretty quickly, provided we get those attendances pickups.

And then separately on the distribution, you've repeated what you said before, which is you expect to grow at, at least at the pace of your EBITDA, as I read it. Your EBITDA guidance is kind of 2% to 4.6% growth. Last year, you guys grew your distribution in an annualized paced in the double-digits. When you look at this kind of guidance of 2% to 4.6%, what would it take for you guys to grow your distribution in excess of that? You've opened that door, you did it last year. What would it take to kind of repeat that performance this year do you think?

I think it will take us to a Great Halloween. I think that we'll continue to look at it, I shouldn't clip it quite that shortly, but here is the reality. We are in a very good cash position versus where we were a couple of years ago. And so the quality distribution as we've talked about, Barton, is about the ability to grow and as well as to sustain it in times that maybe were a little more challenging. So I don't know, if I can give you a specific example to that, and our Board is committed to exactly what we described here. And it certainly at this point in the year, given the difficulties and extrapolation, it would not be a question I'd be comfortable answering more directly at this point.

And next from Goldman Sachs, we'll hear from Afua Ahwoi.

Two questions from me. First of all, on the four weeks in June, at the end of June, when you gave an update on trends that you maintain the guidance there. So I was actually curious maybe what changed within those four weeks that sort of caused the lowering of the top half. Now, it sounds like maybe a little more in the attendance, but maybe you can tell us a little bit more in detail, what exactly you were expecting versus what happened? And then as we think about the regions for the weather, can you be specific maybe which parts were more affected than other, just because you know some of the other peers have mentioned. So we sort of want to get a sense of which regions were more affected? And then just, Matt, you made a comments that you would recoup some of the expenses from the extra cost for the winter. And I was just a little curious what you meant by that? How you'd recoup that?

So let me tackle the last question, first on the expense front. As we said on the call, expenses are trending up about 3%. We went into the year with an expectation that cost were going to be up based on the plans and strategies that we had in place for 2014. So there is nothing in our cost variances to date that surprise us. I can tell you there were some unanticipated costs earlier in the year, as we said around the harsh winter, and some work that had to be done to repair in some cases and clean up our parts from ice storms, et cetera. Some of those unanticipated cost, we're going to have the ability in the latter part of the year, probably more focused on the fourth quarter when we're out of the operating season to extract savings from some discretionary cost that won't impact the guest experience. So we'll look at things like the painting of rides and other such discretionary work. We've already identified several big buckets that will help us on that front. So that's where we're going to get that ability to recoup the cost. During the operating season it's every challenging to do that without negatively impacting the guest experience, in particular when attendance is only off 1 percentage or 2 percentage year-to-date. As it relates to the guidance question, I can tell you, coming into 2014, our guidance range at the EBITDA level was a little broader than we typically have well as at the revenue line. At the EBITDA level, we typically come in to a year with about $10 million and this was a $15 million range. So as we get deeper into the year, it's only natural that we were going to start to look at narrowing of that range. It seemed inappropriate to us to continue to maintain a $15 million range, when we're pretty much close to two-thirds of our way through the season. And as we said, the July trends, how do we picked up in July a little bit better, maybe the shift would have been a narrow on the lower end, but the fact of the matter is July was soft in a comparable level to what we've seen through the end of Q2. And so we narrowed-off to the higher end.

And then just a final one on the regions for which parks were more affected in terms of the school calendar?

Yes. So I think as far as the school calendar is concerned, that really touched on a number of our park side. I'm not going to go into specifics park-by-park, but I can tell you all of our parks in the East and Midwest were impacted in various markets to some extents, either through as I said, due to the extension of the school calendar or just a psyche of the consumer getting out of what was a pretty long and difficult winter.

And next will over here from Ray Cheesman with Anfield Capital.

I was wondering if you would share with us any of the lessons you've learned from the in-park television network this season. I know that Time Warner came on relatively recently, but I'm just wondering if there are any lessons that confirmed your ideas of the investment or that you've possibly changed direction based upon anything you learned.

So Ray, this is Matt. I'll give you a little bit, but it will certainly develop as Time Warner gets their legs under them. So we are seeing, as we're out there making sales presentations with the Time Warner team, we're seeing the level of interest that we had anticipated. And in fact, seeing some positives in that regard beyond maybe what we anticipated to some degree. I think the one thing that is important for this audience to understand is we are going to calibrate the utilization of that system, such that we make a meaningful amount of revenue, but we try not to step over and become intrusive to the guest experience, that it adds to the guest experience as well. So all signs are positive, but we have limited the inventory, as we get into this that they can sell. And I expect we'll have more to talk about on the next call, specifically, and then certainly as we get into the early part of next year.

And Matt, the other guy waxed eloquently on his call about those offshore contracts again. Can you remind us, I think you might have covered it in the past, but just remind me again why picking up a few million dollars for sending over some schematics is not a good business plan addition to what you're already doing?

It maybe a good business plan for others, but with our case, the better example for me is the attention we can pay to Carowinds, where we're going to re-launch that park and have a step function available to us over years. It's more valuable, at least to us today. And that's only one example. We think our parks going to have the opportunity continue to grow if we can dedicate this management talent to that. I have meaningful international experience, and a lot of that is very weary of how difficult that can be to really make money without distracting the team, but it maybe a better business plan for others. Right now, I wanted to see just how great Richard Zimmerman and his team can make our parks here in North America.

And just one final if I may, the guy with the fish is having a big problem this year. Are those customers potentially your customers or the way that the geography works, does it not really work out that way?

Look I think very highly that management team. I suspect that much like the visitors who go to Disney, much like the visitors that go to Universal and much like the visitors that go to LEGO, when they come home, they are our customers. And so we're happy that those people visit us when they're home. And by all indications, the cumulative destination market has been relatively healthy as well. So, no, I think those people are our customers. They just happen to be within 60 miles as compared to maybe driving down the East Coast.

It appears that we have no further questions at this time. I'll turn things back over to management for any additional or closing remarks.

Thank you, Greg. 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 Lisa Broussard at 419-609-5929. We look forward to speaking with you again in about three months to discuss our third quarter results.