Park City/Talisker-Vail Lawsuit

[thetrailboss]

And it is a full eviction. Only part of PCMR is leased. Unfortunately for PCMR it's most of the goods.


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[canobie#1]

So does this mean no more park city?

 

[thetrailboss]

So does this mean no more park city?

Stay tuned.


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[Hawkshot99]

As far as removing the lifts because the are not permant....
The towers are bolted to massive concrete blocks. The bolts are concreted into that block. I would say the bolts are a very important part of the lift as without them the tower falls over.
Look at it this way. There is a building. It has a permant foundation so it stays. Can they go and remove any of the sliding windows that are not "permantly" fixed to the building?

 

[Highway Star]

Vail certainly fits that description.

Talisker? Not so much.

Talisker doesn't really operate much. I mean as a real estate investor.

 

[Highway Star]

It's all bluster. They can't remove the lifts. Period. They are just trying to put themselves in a better negotiating position by convincing everyone they are completely insane, AKA, Vail is going to have to offer them (well) over market value or they will simply sit on the property.

What's the endgame? Cumming has already demonstrated at Killington that he has an extremely high tolerance for public outrage. His father is generally regarded as ruthless. He must know by now that he has very little local and regional public support. Does he have any local or state government support? Local business support? How much pressure can be brought by these groups?

I'm not clear on how long the appeals process can be dragged out, does anyone know? POWDR will continue to profit from running PCMR as long as they do. While they may be paying legal fees, they are not spending on capital improvements. Have to figure they can go on for quite a while making a solid profit, which is being gradually eroded by negative publicity and facilities/infrastructure deterioration, similar to the last few years of ASC at Killington.

Here is Vail Resort's most recent 10-Q, and the sections on the Canyons and PCMR:

5. Acquisitions
Canyons
In May 2013, VR CPC and Talisker entered into the Transaction Agreement, the Lease and ancillary transaction documents, pursuant to which the Company assumed the resort operations of Canyons mountain resort in Park City, Utah, which includes the ski area, property management and related amenities. Canyons is a year round mountain resort providing a comprehensive offering of recreational activities, including both snow sports and summer activities. The Lease between VR CPC and Talisker has an initial term of 50 years with six 50-year renewal options . The Lease provides for $25 million in annual fixed payments, which increase each year by an inflation linked index of the consumer price index ("CPI") less 1%, with a floor of 2% per annum . In addition, the Lease includes participating contingent payments to Talisker of 42% of the amount by which EBITDA for the resort operations, as calculated under the Lease, exceeds approximately $35 million, with such threshold amount increased by an inflation linked index and a 10% adjustment for any capital improvements or investments made under the Lease by the Company (the "Contingent Consideration") . The Parent Company has guaranteed the payments under the Lease.
The following summarizes the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands).
Estimates of Fair Value at Effective Date of Transaction
Accounts receivable $2,187
Other current assets 1,698
Property, plant and equipment 5,475
Property, plant and equipment (under capital lease) 127,885
Deferred income tax assets, net 11,869
Intangible assets 30,700
Park City Mountain Resort ("PCMR") deposit 57,800
Goodwill 106,414
Total identifiable assets acquired $344,028
Accounts payable and accrued liabilities $6,699
Deferred revenue 1,134
Other liabilities 21,766
Canyons obligation 305,329
Contingent Consideration 9,100
Total liabilities assumed $ 344,028
The estimated fair values of assets acquired and liabilities assumed in the Canyons transaction are preliminary and are based on the information that was available as of the transaction date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is obtaining additional information necessary to finalize those fair values. Therefore, the preliminary measurements of fair value reflected are subject to change. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the transaction date.
Land and certain improvements under the PCMR ski area was subject to litigation at the transaction date. As such, the Company has recorded a deposit ("PCMR deposit") for the potential future interests in the land and associated improvements at its estimated fair value. The excess of the aggregate fair values of assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, including the potential inclusion of a portion of the ski terrain of PCMR in the Lease, the assembled workforce of Canyons and other factors. The Company believes that for income tax purposes the lease payments should primarily be treated as payments of a debt obligation and that the tax basis of the goodwill is deductible. As a result, the Company recorded an adjustment to its preliminary purchase price allocation of $32.9 million , which reduced deferred income tax assets, net with a corresponding increase to goodwill and has reflected this as a retrospective adjustment as of July 31, 2013 (including the Supplemental Consolidating Condensed Balance Sheet - see Note 12, Guarantor Subsidiaries and Non-Guarantor Subsidiaries). The intangible assets have a weighted-average amortization period of approximately 50 years . The operating results of Canyons which are recorded in the Mountain and Lodging segments contributed $33.1 million and $60.9 million of net revenue, including an allocated portion of season pass revenue based on skier visits, for the three and nine months ended April 30, 2014, respectively. As of April 30, 2014, there were no changes to the Contingent Consideration liability.

In May 2013, we entered into a long-term lease with Talisker Corporation ("Talisker") pursuant to which we assumed resort operations of Canyons which includes the ski area and related amenities. In addition to the lease, we entered into ancillary transaction documents setting forth our rights related to, among other things, the litigation between the current operator of Park City Mountain Resort (“PCMR”) and Talisker concerning the validity of a lease of the Talisker-owned land under the ski terrain of PCMR. In May 2014, Talisker received a favorable ruling stating that the lease between the current operator of PCMR and Talisker has expired, which allows for the ski terrain of PCMR (excluding the base area not owned by Talisker) to become subject to our lease with Talisker and requires no additional consideration from us but the earnings derived from that ski terrain would accrue to our benefit. This ruling is subject to appeal, and we cannot predict the ultimate outcome of the appeal process. However, if Talisker does not ultimately prevail in the litigation, we will be entitled to receive from Talisker the rent payments that Talisker receives from the current operator until such time as the current resort operator’s lease has ended and the ski terrain under PCMR is then included in the lease. We cannot predict whether we will realize all of the synergies expected from our operation of Canyons nor can we predict all of the resources required to integrate its operations and the ultimate impact Canyons will have on our future results of operations. Furthermore, if Talisker does not ultimately prevail in the litigation associated with the land under the ski terrain of PCMR, it could result in a material impairment charge attributable to goodwill, certain indefinite-lived intangibles assets and/or other assets recorded in conjunction with this transaction, negatively impacting our results of operations and stockholders’ equity. Additionally, the estimated fair values of assets acquired and liabilities assumed in the Canyons transaction are preliminary and are based on the information that was available as of the transaction date to estimate the fair value of assets acquired and liabilities assumed. We believe that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but we are obtaining additional information necessary to finalize those fair values. Therefore, the preliminary measurements of fair value reflected within the Consolidated Condensed Balance Sheets as of April 30, 2014 are subject to change.

PCMR Litigation
On May 29, 2013, in connection with our lease for Canyons Resort, we also assumed control over Talisker's ongoing litigation with the current Park City Mountain Resort ("PCMR") operator related to the validity of one or more leases of the Talisker owned land under the majority of the ski terrain of PCMR (the "PCMR litigation"). If the PCMR litigation ultimately concludes with a finding that the leases are not valid, the land under the ski terrain of PCMR previously subject to those leases can become subject to our existing lease for Canyons Resort. If the PCMR litigation ultimately concludes with a finding that the leases are valid, we will be entitled to receive from the landlord the rent payments it receives from the current PCMR operator until such time as the current PCMR operator's lease has ended and the ski terrain under PCMR is then included in our lease.
The PCMR litigation was instituted on March 9, 2012, in the Third Judicial District Court in Summit County, Utah by Greater Park City Company and Greater Properties, Inc. (collectively, "GPCC") against United Park City Mines Company and Talisker Land Holdings, LLC (collectively, "TLH"). GPCC filed the PCMR litigation seeking, among other things, a declaration from the court that they had properly extended the leases or that the leases have not expired based on theories of waiver or equitable estoppel. In the alternative, GPCC seeks damages caused by TLH's alleged failure to disclose to GPCC until December 2011 that the leases had expired.
On September 18, 2013, the Court granted GPCC's motion to amend to add our subsidiary, VR CPC Holdings, Inc., as a defendant, and to add claims based upon provisions in the leases which prohibit the sale of portions of the land covered by the leases which are improved and grant PCMR a right of first refusal on sales by the landlord of portions of the land covered by the leases which are not improved. PCMR claimed that these provisions may have been triggered by our transaction with Talisker and/or by another transaction in which Talisker was involved with a party named Flera.
On May 21, 2014, the Court granted summary judgment to TLH dismissing GPCC’s claims that the leases were extended finding, as a matter of law, that GPCC’s leases expired, by their terms, as of April 30, 2011. The Court also granted summary judgment to TLH, dismissing GPCC’s claims that the Vail and Flera transactions violated the prohibition on sale and right of first refusal provisions set forth in the leases. The Court also granted summary judgment to TLH on GPCC’s claim for damages based on an alleged fraudulent failure by TLH to disclose to GPCC prior to December 2011 that the leases had expired, but denied summary judgment to TLH on GPCC’s claim based on an alleged negligent failure to disclose and stated that claim should proceed to trial. GPCC seeks approximately $7.0 million in damages on the nondisclosure claim. TLH intends to vigorously defend against this claim. GPCC has stated in the press that it intends to appeal the Court’s ruling.
TLH has three counterclaims pending against GPCC: (1) for rents due and owing since the leases expired on April 30, 2011; (2) for unlawful detainer, as a result of GPCC remaining on the premises after being served with a notice to quit on August 28, 2013, which includes the possibility of an award of treble damages and attorneys’ fees; and (3) for unjust enrichment, as an alternative remedy to TLH’s claim for back rent. Fact discovery with respect to all claims closed on January 17, 2014.
There is no trial date currently set on the remaining claims or counterclaims. On March 14, 2014, TLH filed a motion for partial summary judgment on its unlawful detainer claim, asking the Court to find that GPCC is no longer in lawful possession of the land and to enter an order of restitution, returning possession to TLH. On May 21, 2014, the Court set a hearing for June 19, 2014, regarding that motion.

I find it interesting that they count $160M for the PCMR lands plus "goodwill" in the assets. ASC sold the canyons for $100M in 2007. Figure the real market value is around $120-140M. This would indicate an operating profit around $15M - $20M per year. They are paying Talisker $25M per year straight up - even more than it would cost them to own it outright and pay a mortgage. So figure currently, Vail is losing money on the Canyons. Wonder how they feel about that and how long they are willing to let it go on for. Canyons does about 400k-500k skier visits vs. PCMR 800k-1M skier visits. Canyons may not get that much business, but you have to figure they own a bunch of the lodging and restauraunt market for their guests, driving up their overall yields, probably around $125-150 per visit or more?
If Cumming holds out and doesn't sell, total skier visits to Park City town take a huge nose dive overall:

Canyons has the ultra cheap epic pass, though I'm sure both Deer Valley and Canyons offer cheap locals/merchant passes. Canyons will pick up a healthy (a majority?) chunk of PCMR's local/regional/homeowner business, the rest will go elsewhere. Deer Valley and the Canyons will split the destination resort business, for people who still come because of the town. People who don't care about the town will go elsewhere.

Vail/Canyons probably has to pick up around 200k-300k visits, a 50% increase, to start breaking even on their $25M lease current deal. Even with PCMR upper terrain added to the Canyons. That's probably all they'll get if Cummings refuses to sell the PCMR base area and stops operating as a major resort.

PCMR/Canyons combined current visits is 1.3M-1.4M, profits probably around $50-60M per year. Vail clearly wants the PCMR base for this reason.

If PCMR effectively shuts down for a year or more, figure that 500k-800k skier visits take a hike, and don't come back quickly. Vail is counting on those visits to make this venture profitable. Skiers leave = no profits.

Vail has a good amount to gain by seeing this close out quickly. If they are able to settle this in the next year, they will see $30M+ profits going forward. If not, they continue to lose money or barely break even........if they eventually buy out the PCMR base after a shutdown, they will spend a decade rebuilding visits until it becomes profitable again.

What is the PCMR base worth? I'm going to guess PCMR intact is worth somewhere around $300-350M because it's a cash cow to the tune of $35-50M per year. Vail valued the upper mountain at ~$60M, so I'd be extremely curious what they are offering for the base area. Are they willing to pay the equivalent value based on an intact ski area? I doubt Vail is. I'm sure Cumming will demand it, or more. At the end of it all, Vail will be making a profit, but will have overpaid to get there.

It's also worth nothing that Ian Cumming's purchase of Snowbird is an excellent hedge. Snowbird is the biggest name in Utah after Park City, they are best positioned to pick up a large number of destination resort visits from a closure of PCMR, given the upgrades and expansions they have done in the past few years.

Sorry for the long post.

http://www.denverpost.com/business/ci_25430411/vail-resorts-offers-buy-park-city-mountain-resort

Top-dollar Canyons lease reflects Vail's faith in Park City litigation
By Jason Blevins
The Denver Post
Posted: 03/27/2014 06:53:10 AM MDT6 Comments | Updated: 3 months ago
When Vail Resorts announced it had finally leased Utah's Canyons resort in March 2013, analysts initially seemed wary of the deal.
It wasn't a surprise that Vail had landed its first Utah ski area; it had tried and failed to buy Canyons in 2007. It was the price.
Vail's 50-year lease for the 4,000-acre ski area had it paying Canadian owner Talisker Corp. $25 million a year plus a percentage of resort earnings over $35 million.
Vail Resorts CEO Rob Katz will go to court next week in a lease dispute. (Andy Cross, The Denver Post)
All told, it was a $305 million deal, compared with the $110 million Vail offered previous owner American Skiing Co. in 2007. Vail Resorts estimated resort operations would earn about $15 million in the first year. So the sale price was more than 20 times earnings before interest, taxes, depreciation and amortization, or EBITDA.
That's very high. Most of the resorts sold in the last decade went for less than 10 times resort EBITDA.
There had to be something else.
Turns out it was the resort next door.
Next week, Vail Resorts will go to court to battle its new neighbor Park City Mountain Resort in a lease dispute that could leave Vail running more than 7,000 acres of ski terrain in Utah and giving the continent's largest resort operator sudden dominance in a state that logs 4 million skier visits a year.
Talisker owns 85 percent of the land used by Park City Mountain Resort — or PCMR — and argues that the resort failed to properly renew its sweetheart, long-term lease of roughly $155,000 a year. Park City argues it did renew the lease and sued Talisker when it raised the price for a new lease. In a letter sent this week by Vail chief Rob Katz to Park City owner John Cumming — offering to buy base-area assets for an undisclosed but "fair market" price — Katz said Talisker was "not happy with PCMR and wanted to bring in an operator like Vail Resorts."
Talisker offered the Park City lease to Vail Resorts, which promised to handle the court battle over the lease.
The high price that Vail paid for Canyons hints at its confidence in securing the Park City terrain.
"That deal would not have gotten done if Vail was not confident they could prevail in this litigation," said JMP Securities analyst Whitney Stevenson, who tracks Vail Resorts. "It was outrageously expensive. They would not have paid that if the deal for Park City was not in there."
At the end of January, Vail Resorts reported $205.3 million in cash on hand. It reported it had spent about $3 million on litigation with Park City and was planning to spend another $7.5 million on the lawsuit.
The March 25 letter from Katz urged Cumming — the chief of Powdr Corp., which owns Park City as well as Copper Mountain in Colorado — to sell the base and parking facilities that separate the town of Park City from the Talisker-owned ski terrain. Katz said he was willing to retain outside appraisers to establish the value.
Cumming, not surprisingly, rejected the offer. In a statement, he blasted Katz for the public letter and urged readers to "not be swayed by Rob's attempt to try the merits of this case in the press."
"We have repeatedly made it clear to Vail that PCMR is interested in exploring all possible solutions that will preserve the independence of PCMR as the nation's premier family ski resort," Cumming said. "What we won't agree to is a Vail takeover. Vail's domination of the ski market in (Utah's) Summit County would be bad for our community, bad for our guests and bad for our employees."

 

[thetrailboss]

Interesting stuff there, HS. Lots of food for thought. Yes, Canyons struggles to get more than 400-500k in skier visits. I did not realize that PCMR did that much in terms of skier days. Considering all the events that they do and their name recognition it is not a surprise.

As to appeals, it depends. They have 30 days from the decision to file with the intermediate appellate court. I think that depending on what is appealed that this appeal stage will take 6-12 months. Then, assuming that they appeal to the Supreme Court, you're looking at probably the same again. So maybe a year or two (?)

I agree that they are posturing. 33 weeks to clear out?

I hiked to the top of McConky's on Saturday. As to their "fixture" argument, boy I don't know. There is a lot of permanent structures on the land that they have built including a lot of lifts.

The scariest part was I saw a transit bus on the side of the road that was advertising POWDR's "Woodward Camp" for Park City..."Coming in Summer 2015". uke:

 

[mbedle]

Does anybody else find it odd the PCMR master plan website under the "Plan" discusses only the construction of Camp Woodward. I like the statement "In the 12 years since our amended master plan was approved by the City Council, it has gone unchanged. During that time, the ski & snowboard industry has changed dramatically....." If they break ground on this during the summary, that would seem to cement their position that they are not going anywhere. It kind of fits in with the comments made that they plan on relocating the lower lifts, assumed to bring the top terminals within their property boundaries. What if they ultimately act as a feeder base for vail operated upper terrain and collect a small fee of the vail lift access, while retaining base operations and income from lodging, food and drink... Just a thought.

 

[DoublePlanker]

It seems stupid to spend another nickel on capital improvements until this mess is sorted out. Why would they spend $$$ only to have some big settlement with Vail where they could potentially hand over everything?

 

[mbedle]

I agree, unless they ultimately want to change the face of PCMR.

http://woodwardparkcity.com/plan/letter.html

After reading this it almost seems like they feel the ski industry is changing enough to support only the lower mountain with parks. Like I said, if Vail wants to operate the upper mountain and PCMR wants to offer access to the upper mountain that deal works for everyone.

It seems stupid to spend another nickel on capital improvements until this mess is sorted out. Why would they spend $$$ only to have some big settlement with Vail where they could potentially hand over everything?

 

[thetrailboss]

Does anybody else find it odd the PCMR master plan website under the "Plan" discusses only the construction of Camp Woodward. I like the statement "In the 12 years since our amended master plan was approved by the City Council, it has gone unchanged. During that time, the ski & snowboard industry has changed dramatically....." If they break ground on this during the summary, that would seem to cement their position that they are not going anywhere. It kind of fits in with the comments made that they plan on relocating the lower lifts, assumed to bring the top terminals within their property boundaries. What if they ultimately act as a feeder base for vail operated upper terrain and collect a small fee of the vail lift access, while retaining base operations and income from lodging, food and drink... Just a thought.

PCMR stands to lose a lot even with Woodward. They will not net NEARLY the skier days with that operation. Look at Whaleback which catered to the same crowd--it went under. It does not make sense. It again is I think posturing to try to convince Vail to cave.

 

[mbedle]

True, they won't net as many skier days, but they also won't need as much income to stay afloat. Think less electric and fuel use, water consumption, liability insurance, maintenance costs, and employees to operate just the lower lifts, base area and Woodward. I'm guessing that Woodward's are profitable to Powdr, and can operate on relatively a small ski area (Truckee!) or no ski area (PA). the lost of PCMR ski area will be a big dent in overall Powdr profitability, but selling out would be a longterm loss to the company.

 

[thetrailboss]

True, they won't net as many skier days, but they also won't need as much income to stay afloat. Think less electric and fuel use, water consumption, liability insurance, maintenance costs, and employees to operate just the lower lifts, base area and Woodward. I'm guessing that Woodward's are profitable to Powdr, and can operate on relatively a small ski area (Truckee!) or no ski area (PA). the lost of PCMR ski area will be a big dent in overall Powdr profitability, but selling out would be a longterm loss to the company.

Maybe, but the base area is currently set up to serve a much larger PCMR. It has at least two plazas with lots of tenants and several hotels/condos. Woodward will not satisfy that demand.

 

[RENO]

True, they won't net as many skier days, but they also won't need as much income to stay afloat. Think less electric and fuel use, water consumption, liability insurance, maintenance costs, and employees to operate just the lower lifts, base area and Woodward. I'm guessing that Woodward's are profitable to Powdr, and can operate on relatively a small ski area (Truckee!) or no ski area (PA). the lost of PCMR ski area will be a big dent in overall Powdr profitability, but selling out would be a longterm loss to the company.

The only choice at the end of this mess is to have 1 owner completely running the entire resort down to the town. Most likely it will be Vail. Can't imagine POWDR coming out the winner in this mess. There is no lower mini woodwards or any of that. The town would kill POWDR if they tried doing this. Soooo many businesses would be impacted and ruined. Just not gonna happen. Also, what businesses in Utah would actually help POWDR build anything down there if that happened? POWDR will get millions for that property and the lifts and John Cumming will still be far richer than any of us could even imagine! :x

 

[AdironRider]

PCMR stands to lose a lot even with Woodward. They will not net NEARLY the skier days with that operation. Look at Whaleback which catered to the same crowd--it went under. It does not make sense. It again is I think posturing to try to convince Vail to cave.

Considering park rats have been Park Citys bread and butter for two decades now, I dont think the comparison to Whaleback is fair.

Whaleback had a fruit booter that made Johnny Mosely look extreme running the joint. Park City has Danny Kass and the rest of the Olympic half pipe team as their home base.

I actually see PCMR doing ok with just parks and lower mtn stuff, obviosuly not what they were, but its not a Whaleback situation.

And to HS, those lifts are coming out. Theres no way they stay.

 

[thetrailboss]

Considering park rats have been Park Citys bread and butter for two decades now, I dont think the comparison to Whaleback is fair.

Whaleback had a fruit booter that made Johnny Mosely look extreme running the joint. Park City has Danny Kass and the rest of the Olympic half pipe team as their home base.

I actually see PCMR doing ok with just parks and lower mtn stuff, obviosuly not what they were, but its not a Whaleback situation.

And to HS, those lifts are coming out. Theres no way they stay.

Yeah Whaleback may not be a good comparison in all aspects, but my point was that a freestyle only joint will not be a big draw. Yes they do get a lot of traffic from freestylers, but not 800k worth of skier days. A lot of folks I speak with on the lifts go there because it is a destination resort. No upper mountain = no longer a destination. I'd think if they did 200k visits that they'd be doing awesome with this proposed set up and even then lots of freestylers aren't big spenders.

 

[marcski]

Considering park rats have been Park Citys bread and butter for two decades now, I dont think the comparison to Whaleback is fair.

Whaleback had a fruit booter that made Johnny Mosely look extreme running the joint. Park City has Danny Kass and the rest of the Olympic half pipe team as their home base.

I actually see PCMR doing ok with just parks and lower mtn stuff, obviosuly not what they were, but its not a Whaleback situation.

And to HS, those lifts are coming out. Theres no way they stay.

Yeah Whaleback may not be a good comparison in all aspects, but my point was that a freestyle only joint will not be a big draw. Yes they do get a lot of traffic from freestylers, but not 800k worth of skier days. A lot of folks I speak with on the lifts go there because it is a destination resort. No upper mountain = no longer a destination. I'd think if they did 200k visits that they'd be doing awesome with this proposed set up and even then lots of freestylers aren't big spenders.

PCMR will be a whole big NOTHING even with the so-called lower mountain park resort. Park City is all about destination resorts. While, they might be able to lure some kids for a day or so, the huge percentage of skier days at PCMR were destination resort vacationers. They will lose all of those families and all of the big $$ that comes with them.

 

[thetrailboss]

PCMR will be a whole big NOTHING even with the so-called lower mountain park resort. Park City is all about destination resorts. While, they might be able to lure some kids for a day or so, the huge percentage of skier days at PCMR were destination resort vacationers. They will lose all of those families and all of the big $$ that comes with them.

Exactly.

 

[AdironRider]

Exactly.

Where do you think all of them are going to go?

Deer Valley? Either to expensive or not family friendly.

Canyons? Canyons has been unsuccessful for everyone who's tried, but I dont see everyone automatically heading there either.

PCMR is as much about the town as it is the mountain. Noone really goes there for the terrain awesomeness, those folks already go to Alta/Bird.

As with most conversations on this board, everyone assumes skiing is the no 1 priority, when in fact, for a large majority of vacationers, its not the primary factor to the extent it would be for me or you, the addict who posts on a skiing message board during summer.

 

[marcski]

E

Where do you think all of them are going to go?

Deer Valley? Either to expensive or not family friendly.

Canyons? Canyons has been unsuccessful for everyone who's tried, but I dont see everyone automatically heading there either.

PCMR is as much about the town as it is the mountain. Noone really goes there for the terrain awesomeness, those folks already go to Alta/Bird.

As with most conversations on this board, everyone assumes skiing is the no 1 priority, when in fact, for a large majority of vacationers, its not the primary factor to the extent it would be for me or you, the addict who posts on a skiing message board during summer.

Yes. Totally correct. As I said above, the resort vacationer is PCMR's target customer. That constituency is not the park rat crowd...other than, as I said earlier, a few of their kids. Their parents will shell out ticket window prices at a resort where they can take a run and then have a $25 burger lunch mid mountain in the sun. But, alas, PCMR will no longer be able to accommodate those folks, since they won't have any mid mountain terrain. So, yes, the Town of Park City will continue to be a destination, but PCMR won't be able to profit from the town's largesse, as it has in the past.