Stacy Frole - Vice President, Investor Relations Matt Ouimet - President and CEO Brian Witherow - Executive Vice President and CFO.

James Hardiman - Longbow Research Barton Crockett - FBR Capital Markets Tim Conder - Wells Fargo Afua Ahwoi - Goldman Sachs Steve Litt - 4010 Capital Ray Cheesman - Anfield Capital.

Please standby, we are about to begin. Good day, everyone. Welcome to the Cedar Fair’s Third Quarter Conference Call. Today’s conference is being recorded. At this time, I’d like to turn the conference over to Ms. Stacy Frole. Please go ahead, ma’am..

Thank you, Alan. Good morning. And welcome to our third quarter earnings conference call. I’m Stacy Frole, Cedar Fair’s Vice President of Investor Relations. This morning, we issued our 2014 third quarter earnings release.

A copy of that release can be obtained on our corporate Investor Relations website at 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 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 will turn the call over to Matt Ouimet..

Thank you, Stacy, and good morning, everyone. I’d like to start by saying, how proud I am of our entire Cedar Fair team for their hard work throughout our core operating season.

Our team has remained focused on executing our strategic plan and delivering a compelling park experience for all audiences, for audiences of all ages on each and every visit, because of their ongoing commitment to the guest experience, I’m pleased to report our best post Labor Day performance in the company’s history, putting us on track to achieve our fifth consecutive year of record results.

As we typically do on our calls, we will focus our prepared remarks on three key areas, our third quarter results and solid October performance, our capital allocation strategy, and finally, our positive outlook for the company. We will then answer any questions you may have.

First, I’d like to briefly summarize our results to this past Sunday November 2md. We’ve more than 95% of our operating days behind us. Our net revenues on a comparable park basis were up 2% to $1.12 billion, when compared with the same period a year ago.

Our Halloween events continue to grow on popularity and we are pleased to announce record demand for these events this year.

Since the end of the third quarter, we’ve experienced 5% increases in both comparable park attendance and average in-park guest per capita spending, reaffirming our confidence in our business model, along with the strength and loyalty of our consumer days. We do not plan to discuss this in great detail.

However, I do believe it is worth mentioning that our Great America amusement park in Santa Clara, California was closed for a total of seven days this year, four days during the third quarter and three days in October. As part of our agreement with the cities when the new 49ers Stadium was build.

We have been compensated accordingly for these days and in fact, our new partnership with 49ers has allowed us to host pre-game events, resulting in an additional out of park revenues. Excluding the seven days Great America was closed. Our year-to-date attendance on a comparable park basis will be consistent with last years record attendance levels.

As you saw in earnings release this morning, we expect two of our largest properties, Kings Island and Knott’s Berry Farm will produce record profit this year.

Cedar Point, our flagship park is on-track to have its second best year in its 145 year history, in spite of the challenging summer season weather-wise and following its record breaking results last year with the successful debut of GateKeeper. This year Kings Island clearly benefited from its world record breaking roller coaster [BFC] (ph).

The highlight of our 2014 capital program delivered increases in both attendance and guest spending as planned. Knott’s Berry Farm located in the highly competitive Southern California market was another large contributor to current year results and is a park that continues to perform extremely well.

Our investments in this park over the past few years have focused on families, the park’s history and exceeding the guest expectations and everything we do. We have transformed several outdated sections of the park into vibrant new areas, including the Camp Snoopy children’s area which was updated this year with several new rides and attraction.

Our ongoing commitment to enhancing the overall guest experience at Knott supported its current year pricing growth and record attendance levels. We believe the program added changes we’ve made at Knott’s are replicable across other parks within our portfolio.

While we remained committed to investing in the overall guest experience, it does put moderate pressure on operating margins in the short-term, similar to what we experienced in 2011 and 2012 when we began making our investment in Knott’s.

However, we believe our efforts in this area will manifest themselves in the form of increased attendance, price elasticity, length of stay and in-park spending over the long-term. This has certainly been the case at Knott’s Berry Farm where this program has been actively applied over the past three years.

While we are pleased to report record net revenues this year, several of our parks have taste some short-term challenges, which in a seasonal business can happen from time-to-time. For 2014 this included harsh winter, regional flooding, a water main break at our flagship park and challenging summer weather in the Great Lakes region.

Once these short-term challenges were behind us the momentum behind our long-term strategy came through. Since our Labor Day announcement attendance and revenue trends through this past weekend have hit record levels for Cedar Fair. Several of these challenges specifically impacted our largest park Cedar plan.

However, as I mentioned earlier, in spite of these challenges this park is expected to deliver its second most profitable year in the parks of 145 years history and its best post Labor Day performance ever. If you heard us say many times, you don’t change your strategy because you had a bad weekend or too of weather.

Cedar Points current year results and the performance is several or other parks has caused to analysis our business model within even more critical eye to ensure we are responsive to any changes in underlying consumer trends.

At this point, we’ve not again applied any changes to our demographics or the consumer’s behavior that would have us materially change our multiyear strategy at any of our parks.

Finally, I want to mention the success we continue experience from the overall quality and value enhances we’ve made to our food offerings, an initiative which has been the primary driver of our increased in parks spending.

As I mention on our last call, these enhancements combined with work of our revenue management team have allowed us to package our food offerings in a way that drives great guest capture rates. We also tested an all season dining program for season pass-holders at three of our parks this year.

This program proved to be popular with our most loyal guests and will be rolled out across all of our parks for the 2015 season. Overall, the experience our management team and our geographically diverse portfolio have allowed us to overcome many of the challenges as I mentioned earlier.

With less than 5% of our operating days remaining, we anticipate full year net revenues to be at record levels, but at the lower end of our current guidance of $1.15 billion to $1.17 billion. We also anticipate being at the lower end of our current adjusted EBITDA guidance of $425 million to $435 million.

Based on our current year performance, our positive outlook and our strong balance sheet, our Board has declared 7% increase in our 2014 fourth quarter cash distribution to $0.75 per limited partner unit.

This increase represents the highest quarterly distribution paid in the company’s history and represents an attractive 6.3% yield at our current market price. We are very proud of this fact and look forward to producing the operating results that will allow us to increase our distribution for many years to come.

At this time, I would like to turn the call over to Brian to discuss our third quarter and year-to-date results in more detail.

Brian?.

Thanks Matt. Good morning everyone on the call. As Matt mentioned, we are pleased with our strong operating performance through this past Sunday, November 2nd, which puts us on track for our fifth consecutive year of record results.

Before I discuss the positive trends we experience in October, I’d first like to provide additional color on our third quarter results. As detailed in our earnings release for the third quarter of 2014, we reported a 1% increase in net revenues to a record $595 million.

This was the direct result of a 2% in average in-park guest per capital spending to $46.58, offset somewhat by a 1% decrease in attendance and 1% decrease in out-of-park revenues. For modeling purposes during the quarter, we entertained 11.8 million guest and out-of-park revenues totaled $58 million.

Excluding a non-core standalone water park sold in August of 2013 and the impact from the four days during the third quarter that our Great America progress closed Levis Stadium events, attendance for the third quarter of 2014 would be comparable with the prior year third quarter.

We are pleased with the growth in average in-park guest per capita spending across the majority of our parks this year. The increase spend in the third quarter when compared with the same period a year ago came from increases in both mission per cap and pure in-park spending.

As Matt mentioned earlier, our food and beverage category lead the increase in pure in-park spending. Our good and beverage team has done an excellent job of improving the overall quality and variety of the food offerings at our parks, which has results in better capture rates.

At the same time, our parks have done an excellent job of maintaining the cost of the product sold. As we previously disclosed, attendance trends in July and August were below our expectations, particularly in the Great Lake region, where we experienced unusual summer weather patterns.

We did see attendance trends accelerate for the remainder of the third quarter once weather normalized. The modest decrease in out-of-park revenues during the quarter was primarily driven by a decline in occupancy rates at our Cedar Point resort properties, reflecting the negative impact of the attendance shortfall at that park.

Moving on to the costs front, operating costs and expenses for the third quarter totaled $283 million, representing an increase of $8 million or 3% from the third quarter of 2013.

The increase in costs was largely due planned increases in operating expenses, which included an increase in both seasonal labor hours and rates, and initiatives focus on enhancing the overall guest experience. Cost of food, merchandizing games increased during the quarter due to greater capture rates in our food and beverage category.

As a percentage of sales, these costs remained comparable to the same period last year. Slightly offsetting the increases in operating expenses and cost of goods sold was a small decrease in SG&A expenses. Primarily the result of lower incentive comp when compared with the payout from last year’s record performance.

As I mentioned on our last call, some of the costs we have incurred this year relate to long-term multiyear initiatives and do not directly correlated to when the associated revenues are expected to be earned. The best examples of this maybe are new FunTV in-park television network and our continued build-out of our CRM platform.

We will continue to take a long-term approach to investment such as these whether they run through our income statement or represent capital expenditures. While these expenses put pressure on margins in the short-term. We believe they provide us with additional growth opportunities over the long-term.

Adjusted EBITDA, which we believe is a meaningful measure of our park level operating results was $316 million for the third quarter of 2014, down slightly from $318 million in 2013. The modest decrease in adjusted EBITDA was the result of slightly lower than expected attendance particularly within the Great Lakes region.

In addition, the budgeted increases in operating expenses targeted enhancing the guest experiences within our parks. As for results through the first nine months of the year, net revenues in the period increased to $999 million driven primarily by a 3% or $1.17 increase in average in-park guest per capita spending to $45.41.

Partially offsetting the solid increase in guest per capita spending was 2% decrease in attendance to 20.3 million guest and a $3 million decrease in out-of-park revenues to $104 million. Excluding the August 2013 sales of the water park, attendance on a comparable park basis would have been down only 1%.

Now I’d like to turn our attention to the results for this past Sunday, November 2nd. Since our Labor Day announcement, our parks have performed -- reported significant increases in attendance and in-park guest per capita spending. Confirming our belief throughout the year, the demand for our product remained strong.

Based on preliminary results, net revenues on comparable park basis through November 2nd were up 2% or $90 million to approximately $1.12 billion. The year-over-year increase was the results of a 3% or $1.20 increase in average in-park guest per capita spending to a record $45.62.

During the same period, we entertained approximately 22.6 million gas and our park revenues were $114 million, both down slightly from last year’s record results. When taking into consideration the seven days, Great America was closed this year versus 2013, attendance would have been consistent with last year’s record levels.

I should also mention that the increased guest spending came from a 2% increase on our admissions per cap and 3% increase in pure in-park spending. As mentioned earlier, our strong end of the season finished confirms the investments we are making in the overall guest experience are working.

For the month of October, we’ve experienced a 5% or 119,000 visit increase in comparable park attendance and 5% or $2.04 in average in-park guest per capita spending.

We are pleased with this balanced approach -- this balance growth and we’ll continue to pursue opportunities to increase our attendance base while not compromising the pricing integrity we have built over the years. Now, let me highlight a few items on the balance sheet.

As you read in our earnings release this morning, our liquidity and cash flow remains strong and we ended the third quarter in solid financial position with $189 million in cash on the balance sheet.

At the end of the third quarter of 2014, our consolidated leverage ratio was 3.8 times and is well within our comfort range in the current credit market environment. For the near future, we expect our average cost of debt to be approximately 5.3% and annual cash interest cost to be approximately $85 million.

As we look forward to 2015, we do anticipate cash taxes will increase to the $20 million to $25 million range as we begin to fully utilize our NOLs.

Our capital spending will also hit its peak next year at approximately $170 million primarily due to the completion of the Hotel Breakers renovation and our significant investment in the Charlotte market at our Carowinds Amusement Park.

Beyond 2015, we would anticipate spending at least $120 million in core growth capital each year, including the normal investments in new rides and attractions at the parks. Finally, we are pleased with the Board’s decision to increase our quarterly cash distribution by 7% to an annualized rate of $3 per limited partner unit.

Based on our solid performance this year, our confidence in our business strategy going forward and the strength of our balance sheet, we believe we have the appropriate capacity to increase distribution to our unit holders at this time. The $0.75 quarterly cash distribution is payable on December 15th to holders of record on December 3rd.

Over the past several years, we’ve had many discussions both internally and externally about our distribution philosophy. I want to assure you that it has not changed. We expect our distribution to grow at least at the pace of the growth of our business.

We remain committed to maintaining a quality distribution, focusing out only on the annual amount paid but its long-term sustainability. In conclusion, our operations continue to generate a significant amount of cash.

We have a capital structure and operating strategy that provides us with the flexibility to increase our distributions more aggressively if we choose similar to what we have done over the past few years, while also having the optionality to make additional capital investments, should we believe an attractive return is available to us.

As always, we will continue to prudently manage our cash flow to maximize value for our unit holders both in the near and long-term. Now, I’ll turn the call back over to Matt..

Thank you, Brian. As I mentioned on our last call, our multi-year strategic plan centers around continually elevated guests experience and further solidifying our world class parks as the place to go to make unforgettable memories with friends and family.

We remain highly confident in our business model and our long-term strategic vision, which is further supported by the reacceleration of trends during our popular Halloween season.

As we mentioned earlier, the Halloween season was a record for the company and we expect this momentum to continue into 2015, particularly given our strong capital plan and many new guest experience enhancing initiatives.

And as Brian just mentioned, we will spend approximately $170 million on our 2015 capital program, which includes our regular marketable investments and the final phase of our multi-year investment in renovating Hotel Breakers. The hotel renovation has been the largest capital project in Cedar Fair’s history.

Needless to say renovating more than 100 year old hotel will come with a few surprises. Our team led by Phil Bender, Rob Decker and Dave Hoffman has done an excellent job over the past three years, managing costs, while not comprising the quality and experience as unique property brings to the Cedar Point brand.

This modernized property will become the centerpiece of Cedar Point mile-long beach, allowing us to take advantage of this underutilized asset in the future. We cannot wait to show off the historic property’s new look next year.

On the marketable capital front, we’re eagerly anticipating the 2015 opening of Fury325, a new record-breaking coaster at Carowinds that will serve as an anchor for the re-launch of the Carowinds brand in the dynamic Charlotte market. Also in 2015, we are introducing Rougarou, a brand new coaster experience at Cedar Point.

This represents a new strategy for us where we’re taking a less popular roller coaster and transforming it into an exciting new coaster experience through the introduction of new floorless trains.

At the fraction of the cost of a new coaster, we believe this to be an effective use of capital and an efficient way to introduce an exciting new experience to our guests. If this is as successful we believe it will be, we’ve already identified at least two additional coasters in our portfolio where we can make similar investments.

As we look for new experience in market across all of our properties, our capital plans will also include new water park rides, family attractions and state-of-the-art catering facilities.

Our comments on the call today have been primarily focused on the guest experience; however we remain equally excited about the opportunities available to us with our new FunTV in-park television network, our CRM platform to continue growth of our group sales network and the continued expansion of our resort accommodations.

As I hope we’ve effectively conveyed today, we believe our long-term strategy is working and we remain fully committed to executing that strategy to drive the greatest experience for our guests and in turn strong returns for our unitholders.

Our confidence in our business model and our strategy reaffirms our belief that we’re on track to achieve our Fun Forward long-term growth goal of $450 million or more in adjusted EBITDA by our original target of 2016. Now, we will open up the call for any questions you may have..

Thank you. (Operator Instructions) And we’ll take our first question from James Hardiman with Longbow Research..

Hi. Good morning. Thanks for taking my call. I’d say it was a disappointing year, not just for you guys, but I think for some of your peers. Obviously, the weather early part of the year didn’t help. Let me play devil’s advocate here for a second.

I guess, first, with respect to pricing and we’ve already talked in the past about how you never know how much pricing you can get until you get hit up against that ceiling? And then I guess, secondly, with respect to your customer maybe that Middle American customers scaling back on some of their purchases.

Talk about those two sort of arguments with respect to your business and then there’s generally about the price elasticity of your ticket and what you’re seeing this year. Thanks..

Yeah. James, good morning. Good questions, great. So I think one of the things that this type of year gives you is, let’s call the opportunity from an optimistic standpoint, to go back and critically assess questions such as price elasticity. And as you would appreciate Brian and I’ve done a lot of that work this year.

Quite honestly, most of the disappointments to use your word in the year, we’re centered in the Great Lakes region at our Cedar Point Park. If you look across our portfolio from -- let’s do that tenants and pricing standpoint, the vast majority of our parks matter exceeded our expectation.

Now what I will tell you is this bifurcated economy and I think James we’ve had this conversation before. It is with us on a long-term basis. So the optimization from a pricing and the attendance is certainly something that Brian and I spend a lot of time particularly paying attention to.

And I think that the strategies we’ve gotten in place to address those. So the premium offerings in our parks for those consumers that have the extra dollar are clearly paying back and will continue to be expanded.

And then on the lower end of the economic spectrum, it is important that we pay attention to where -- it’s not a value proposition because I think the value proposition is strong as it’s ever been for all of our parks. It’s an affordability requirement.

And so you’re going to see that we pay a lot of attention in our softer parks of the season to that young family, if I can characterize it broadly where it’s more than affordability issues. So I think the price clearly remains in the system but we have to pay particular attention to the bifurcation of the consumer..

Hey, James, this is Brian. Just a real quick to add on to what Matt just said. I think as you look at pricing, it’s not in the average across the season, right. I mean, we’ve said all long that we believe we have more pricing power in certain ticketing channels in a certain times of the year more than we do others.

And I think the Halloween season clearly, the fall season and the results that we produce where we did stay aggressive or stay at leaning forward if you will on the -- from a pricing perspective and got it without really any sacrifice to volume. So I think when you see that, when you see season pass as another channel, we think there is high demand.

We’ll continue to be take a different task in those times of the year or those channels than we will maybe in May and June when urgency is little harder to drive in the markets…..

Got it. And then second question here, just on the longer-term guidance, your $450 million EBITDA target. That’s about 6% growth versus the low end of your current guidance for this year. Prior quarters, you talked about maybe getting there a year ahead of time. Now it seems like you’re backing off of that a little bit.

So how should we think about next year certainly to the extent that these are some temporary issues this year? Why would that necessarily affect your ability to get back to the previous trajectory next year, especially as we think about the post-Labor Day performance that seems like it’s been pretty good?.

Yeah. Let me be clear. I have enormous confidence in 2015, but I want to ground this in the fact that three years ago we put together FUNForward strategic plan that got us from point A to point Z, if you will, over the course of five years. And we are spot on that plan. Last year we grew revenue by 6%. We grew EBITDA by 9%.

This year we’re at record level. Although below where we thought we would like to be for this year, but spot on for our plan and that average growth was about 4% a year from an EBITDA standpoint. I’d like to think next year is a better year than this year, James.

But I want to be careful that we continue to invest in programs we believe in that have long-term payouts, etcetera. And that we can continue to meet those expectations that are in that five-year plan. So I’m going to -- I’ll stop with that at this point. Brian, any else..

No..

Thanks, James..

Got it. And then just last question here, post-Labor Day performance, I think you had an extra weekend in October. How much did that help? Would it have been still up nicely in the absence of that? And just helps us think about fact that at the -- your Labor Day release, you lower guidance a little bit.

It seems like things have been positive since then, but now you’re even at the lower end of your lower guidance.

How should I think about all that?.

So let me take the first part, James, on the extra weekend. So based on the way the calendar fell, as we indicated on our last call in our -- I believe, our Labor Day release, there were going to be extra operating days at a number of our parks related to the Haunt programs, the HalloWeekends programs, et cetera.

The incremental attendance or the growth that we saw was not all entirely attributable to that extra weekend. We saw incremental growth on a week by week basis, again sort of depending on how a weather weekend shook out et cetera. But there was definitely incrementality in that extra weekend but not to the entirety of the lift what we saw.

And going into 2015, we’ll see a similar -- we’ll have the opportunity for a similar calendar. The way Halloween falls next year, you would look at a similar kind of number of operating days in 2015 as in 2014..

Great. And just to the question of sort of the low end of the lower guidance, it seems like things have maybe been better than you thought over the last week.

So how should I think about that?.

Yeah. So when we had taken the guidance down back with the Labor Day announcements that was with more than just the outlook to end a little bit maybe higher in the range or towards the top end.

It was predicated on September being better than what September ended up being where we’ve seen a lot of the -- as we said, where a lot of the lift since Labor Day has come or all of the lift quite frankly since Labor day.

It has been -- it was in the five weekends in October or the five-week period of what was October, so we would have needed a stronger September that just didn’t really manifest itself..

Got it. Thanks a lot, guys..

Next we’ll go to Barton Crockett with FBR Capital Markets..

Thank you for taking the question. I was interested in your CapEx discussion. So you said next year $170 million. Could you remind us how much you are spending this year? And you said a minimum of 120 after that, should we read that to say that the big bullet has done after next year and we get into a more normalized pace? That’s my first question..

Sure Barton. So from a capital perspective, the spend for 2014, we had talked about $145 million to $150 million number for this year. Going into next year, the $170 million that we just talked about is definitely the peak if you will or the top of the bubble.

Beginning in ‘16, as we indicated, we would expect that that would start to run back towards more of a normalized rate and where we’re positioned right now is that we think that we’ll be investing at least $120 million a year which gets pretty close to -- that number is pretty close to about 9% of revenue kind of number.

It’s not too far off from what you’ve heard us historically talk about. And then anything that’s incremental that would have to be supportable by some very solid return. So we think that’s the base level of investment going forward.

I can’t tell you that there wouldn’t be anything above that number, but that’s the baseline or the normalized rate running forward..

Okay.

And then looking at the distribution relative to free cash flow, with your guidance this kind of annualized $3 dividend, how would that compare to your free cash flow this year? Would that be over 90% of it?.

Looking at this year’s cash flow?.

Yes, this year’s cash flow versus your annualized dividend that you just moved to?.

All right. The payout ratio is definitely moving up. I can’t say that’s -- when you look at the CapEx bubble that we’ve got in ‘14, ‘15, some of the deferred infrastructure work that we’re making, or investments that we’re making definitely play into that a little bit.

But I think you know just taking a step back from it on the payout ratio, as we’ve talked about over the last couple of years as we’ve been rebuilding or resetting the balance sheet, we’ve intentionally kept that payout ratio a little light as we’ve been trying to get ourselves back to a stronger position from a balance sheet perspective.

We’re there today. So I think what you could expect to see is that that payout ratio going forward will start to move towards that kind of level that you’re referring to at 90 plus percent or more going forward. It’s not something that we -- and I think we’ve had this conversation before.

It’s not something that we use as an input or that we target a specific payout ratio, but more so something that we evaluate up against and we’re comfortable with where it is, either $3 distribution. We’re comfortable where that payout ratio falls..

Okay. And then on the margin pressures that you have this year from investments.

If you are investing more next year, should we expect more margin pressure next year or how we should think about that?.

No, not necessarily. I mean a lot of the investments that we’ve talked about over the last two to three years on the OpEx side of things. We understand that that put pressure on margins, particularly in a year like 2014 where some of our parts missed in terms of volume. Margin remains a key metric for us. It’s not the only metric by any means.

What I would tell you is when you look at overall margins, one of the things that impacts overall margin is the mix. So in a year like 2014 where we have been pretty transparent and talked about the struggles that we have seen at couple of our largest parts in the Great Lakes region, Cedar Point most notably, it’s also our highest margin park.

So the fact that year like 2014 Cedar Point becomes a little less of a -- plays a smaller role in the mix that hurts the overall margin more than the incremental investments that we are making..

Okay. All right. I will leave it there. Thank you..

Thank you, Barton..

Now we will go to Tim Conder with Wells Fargo..

Thank you. Gentlemen, regarding -- I will stay on that incremental margin question. Brian, could you remind us you had somewhat unusual expenses in the second quarter I think primarily related to your Toronto park where you pulled forward some maintenance? I would think that that would benefit you in 2015 and maybe for 2016.

Could you remind us maybe how much of that was let’s just say out of the ordinary?.

Yes. I don’t know that we ever gave a specific number, Tim. We did talk to the fact that coming out of what was a very challenging winter, we had some first and second quarter costs that were not typical for us related to the storm damages at a number of parks. I know we did call our Canada’s Wonderland as one of those.

As we have said all along our ability to recoup against those costs wasn’t going to be something that we feel comfortable activating until the November, December timeframe, when our parks were closed. We weren’t comfortable with taking cost out of system that would negatively impact the guest experience.

So I think we have identified a number of projects here coming up in November and December at the parks that our general managers and our teams are ready to activate against and realize some savings to offset that.

But I think as we look towards ‘15, while we wouldn’t anticipate maybe that same nature of cost spend, there is bound to be something else that we will spend towards in that first and second quarter that we didn’t get to this year.

So while we might have spent monies on dealing with storm damage at Canada’s Wonderland, next year might be a painting of a coast of the Texas place. But the CapEx spend that weight on us early in the year, we do feel we can offset some of that here coming up in November and December..

Okay. And then just a clarification on that CapEx guidance that you gave. In the past you said okay, roughly 9% of revenues and then we have got the breakers, then we have cabins and things like that the in-park TV.

So on a go-forward basis here, it sounds like and please correct me if I am wrong that you’re lumping everything together whether it’s, let’s just say, the core rides or whether it’s sort of the special things, that how should we interpret the numbers that you gave to us?.

Tim, this is Matt. I think the general answer is yes. But as Brian talked about to the extent that we see something that is giving us return that’s demonstrable and significant.

You know like if these cabins continued to be a successful, so we see they are, then that could be additive to the 120 if we thought we were being too patient in expanding that. But generally, I think from modeling purposes I would put into $120 million and hold this accountable for incremental returns above that..

Okay. And then just to clarify on your statements regarding San Francisco.

So you said both in the third quarter and year-to-date and then, of course, the water park that was sold last year to take that out of comparable days, your attendance would have been flat both in the third quarter and year-to-date adjusting for that seven days on San Francisco.

Is that correct?.

That is correct..

Okay. And staying on San Francisco then, Matt you called out that you were compensated or branded in the out of park for those days like in all part of the agreement with the 49ers.

Was that a one-time occurrence that happened this year because the opening of the stadium, or will that be, now a comparable continuing going forward?.

It’s both, Tim. Candidly, there is a one-time payment of significance that you see amortized over the life of that particular arrangement, but there are also and we already have one of them this year.

The opportunity for them to buy out of our park in order to clear the access to park and there was the Cal Oregon game on a Friday night this last months where they literally pay for the entire park in order to have parking. So we like that relationship with them. They are a quality organization. They need to play a little better football.

But we do, we think there is an incremental opportunity that was just up there last week. And as an example, we do the high end tailgating and partnership with the 49ers and that’s incremental revenue for us beyond the parking agreement that we talked about..

Okay. So as being based on Saint Louis and the [REMs] (ph) here in town, we have a very low bar, so they are playing pretty decent football on a relative basis so. Okay.

Any color gentlemen that you can give on the season passes two-fold? One, as a percentage of attendance that you’ve seen this year and then any early read on what you are seeing as far as the trends looking into 2015?.

The trends, Tim, are -- we always say, look at this time of year, it’s a small percentage of our season passes. But Brian and I were going through it part-by-part today and yesterday and we feel good about where this season is starting for next year.

I think it’s a reflection of the good quality of the experience that our guests got this last year in terms of renewals and I also think it’s the increasing effectiveness of our CRM communication system. So we feel very good about where that’s going out of the blocks. As it relates to the percentage of attendance, Tim, it’s stable.

We see it almost identical attendance levels as we have seen in the prior levels coming out of the season pass program..

Okay.

So somewhat in the low 40% range, is that correct?.

Yes, Tim, we potentially said the 40%. That’s exactly what we are seeing..

Okay. My last question, gentlemen is, if you look at the attendance challenges this year and you called out maybe that young family, you called out clearly weather has been a factor.

Did that impact more of the single-day passes? The season pass folks just not -- maybe they missed a visit and just didn’t make it up or was it group events or -- a little more color from that perspective?.

So, Tim, the season pass visitors came in at almost exactly the same percentage or same number of visits as they did in prior year, a little bit higher, which I think is a positive trend.

So, generally, it was that third bucket of Good Any Day -- what we call Good Any Day tickets or kind of the consumer that buys this week to come next week et cetera. And Brian, you probably can say that better than I did..

Yeah. I think along -- just touching around Matt’s comments, I mean season pass, what we call the active group channel, Tim, which would be attendance that ties to group events, date specific.

Those continued to show strength and we were pleased with not only the average number of visits that the season pass holders were using, I think it was a reflection of success of the some of the CRM efforts. But also what we saw as far as positive trends in that B2B channel on active attendance.

Where we did see the softness broadly was in -- what Matt was referring to the general demand ticket channels whether that be consignment tickets in the group segment, or it just maybe front gates or web sales, et, cetera.

The urgency was hard to generate in particular in some of the Great Lake regions because of weather and then just certain times of the year, it continues to be challenge with time property issues..

Okay. Great. Thank you gentlemen..

Thank you, Tim..

(Operator Instructions) We will next go to Afua Ahwoi with Goldman Sachs..

Thanks. Just two for me.

First, on the labor front -- on the seasonal labor front, how are you seeing more cost pressures beyond inflationary cost pressures and I guess what are some of the competitors that you would think about, higher end labor from whether its McDonalds or fast-food industry? Is that going up more than inflation would suggest and how you’re keeping up with that? And then just second on for next year, how do you think about sort of maintaining season pass members, especially those who may not have used the product as much as they would have thought given the weather this year? Do you have to spend more to ensure that they sign up again next year, or do you just make sure that they may show up next year? Thanks..

So, Afua, this is Matt. I’ll take the second one and then, I will just put Brian on the labor question. Look as I said earlier, we saw on average exactly the same number of visits or even slightly higher from the season pass program standpoint at all of our parks.

The season pass guests tend to shift, tend to keep, tend to do four, four and a half visits depending on parks. It can be a little bit more, little bit less. But they tend to work around the weather and they have that flexibility. It’s one of the features that is the benefit of the season pass program. So, actually we think we’ll do better.

Next year, we’ll see some pass renewals than we did this year.

The other reason is we provided incremental benefits and we provided incremental communication this year to season pass holders to make sure that they did in fact activated earlier, that means they visit more often and provide them opportunities to bring friends and family, which work very well for us and is a highly valued feature for them.

So, I think on season pass side, we’re actually on a positive trend relative to those concerned.

And then on labor, Brian?.

Yeah, Afua, on the labor front, pressured increase minimum wage is pretty much consistent throughout the country. So, just about every market that we’re in we’re facing that that issue.

I can tell you it remains a focus for us at all of our parks, all of our GMs and their teams are focused on finding ways to offset, whether it’d be through efficiencies in technology or reviewing their hours, operating hours, et cetera.

For 2014, what increases we did have to absorb, not material to our results, but definitely an area that we were spending a lot of time looking into it, as I know everybody in the space is..

Thank you..

Next, we’ll go to Steve Litt with 4010 Capital..

Yes. Hi. I apologize if this was asked already, but could you talk a little bit more about the hotel renovation in terms of any risk that it could disrupt revenue either in the hotel or in the park? And then also just thinking about the benefit of it, how to quantify that on a kind of direct and indirect basis? Thanks..

No, Steven, it’s a fair question. So it remains very much on schedule and on time to be opened for the early season next year. So at this point, I do not lose a lot of sleep about that. It’s a very well managed project.

Although, as you can appreciate, once you open the walls of a 125 year old or 120 year old to tell you intend to find things that are less unpleasant. But as we’ve said over time, this is primarily an episodic investment that has return associated with it, but it does not reach the typical return thresholds of 15% to 20% that we typically look for.

This is a little bit of catch up capital on that hotel. So we think it will be good for the property. We think there is an incremental return on it, but a lot of this is just protecting the base..

Does it add substantial rooms? I mean, is there is a direct revenue benefit just in the -- from the hotel itself?.

It does not add substantial rooms. In fact, it reduces the room inventory modestly. But it does protect the rate and it does have the opportunity to extend length of stay, which extends from the average ticket purchase and that both -- there is very little opportunity in terms of occupancy. We intend to be full for most of the peak season.

Most of the opportunity is a little bit in rate and average length of stay and ticket purchases as I described. Ideally, we will get guest to spend instead of 1.2 nights or 1.3 nights, something longer which again will provide different ticketing sales and revenue management opportunities..

Okay. Thank you..

(Operator Instructions) We’ll now go to Ray Cheesman with Anfield Capital..

Thank you very much for taking the questions. As we got into the fall and you’ve done better, one of the underlying expenses of average people have gone down and namely are gasoline and fuel. I guess, the government is telling people that their heating bills will be less this coming season.

Are you finding any feedback from your customers at all that part of your pickup came from an extra buck that they didn’t have to leave at the gas station?.

Yeah. We really don’t. I’d like to think that impact is helping that consumer where that is a particular budget issue for them. But we really don’t. I think looking at what we’re seeing, I think, is a more normalization of the weather patterns, particularly in the Midwest but also the compelling urgency of the end of the summer.

If the beginning of summer lacks a little bit of urgency, the end of this summer has a real -- has a tangible urgency to it. But now it hasn’t been associated necessarily with the reduction of the gas prices..

One of your competitors recently said that he was going to kind of add a holiday at some of his parks, stringing up a bunch of blinking lights, I guess.

Is there any potential for any of your parks to add a holiday event and possibly increase utilization that way?.

The short answer is, we think, with the expansion of some of our parks that opportunity may present itself. It depends on a lot of variables, but I wouldn’t take that off. I wouldn’t say that’s not. I would say that’s possible in the future. It’s just not urgent on our list..

Okay.

Lastly, I was wondering, if the rollout of your FunTV across the whole system this year generated any new information for you, or how was it perceived? Did it do what you wanted?.

I think it’s been extremely well received. We’ve said our time, it has three functions and it’s about a third, a third, a third, a third. A third is commercialization and selling advertising. A third is increasing guest spending, and a third is guest entertainment and expand and enhancing the line waiting experience.

And we’ve been successful on all those variables. We had -- I think with Nielsen back in to measure the impressions, it’s exactly where we thought it was going to be. We now have -- we have a contract with TmeWarner to go out and sell the advertising space. And so I think -- I’m happy with the experience, particularly happy with the experience.

I’m happy with the team. Now, we need just to go out and sell revenue and produce a revenue we anticipated..

Lastly, I’m wondering, following up on the gentlemen just before me about the hotel and you said it’s really not an occupancy opportunity. It’s really a rate opportunity.

When would you begin to gain visibility if the customer agrees that there is a rate opportunity? Do people book now for next June, because you say, you’re running pretty full, so you must have to book pretty fun events?.

No, it’s still going to be in the early spring next year before you see the ramp up of the hotel demand..

Okay. Thank you very much..

And at this time, we have no further questions. So, I’d like to turn it back over to our speakers for any additional or closing remarks..

So, first of all, thanks everybody for your questions, and most particularly for your ongoing interest in Cedar Fair. This is my fourth operating season with the company, and I can tell you sincerely that I’m more convinced today of the quality of our business model than I was early in my tenure.

We have well maintained assets and our employees are the best in the industry at providing our guests with a great experience. These two value drivers are why our guests continued to return year-after-year, allowing us to consistently produce record results. We also appreciate the open dialogue with and support of our unitholders.

Let me assure you, we are committed to executing the strategy that creates value on a long-term basis.

So Stacey?.

Okay. Thank you everyone for joining us on the call today. Should you have any follow-up questions, please feel free to give me a call 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 fourth quarter and year-end results. Thank you..

That does conclude today’s call. We thank everyone again for their participation..