===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM 10-Q

 (Mark One)
    [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly
                period ended April 27, 2001

                                       OR

    [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number: 333-26091

                         BOOTH CREEK SKI HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                         84-1359604
         (State or Other Jurisdiction            (I.R.S. Employer
       of Incorporation or Organization)      Identification Number)

       1000 South Frontage Road West,                  81657
                  Suite 100                         (Zip Code)
               Vail, Colorado
       (Address of Principal Executive
                   Offices)

                                 (970) 476-1311
              (Registrant's Telephone Number, Including Area Code)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes[X] No[ ]

     As of May 25, 2001, the number of shares outstanding of the registrant's
Common Stock, par value $.01 per share, was 1,000 shares.

===============================================================================
<PAGE>

                                TABLE OF CONTENTS



Item                                                            Page Number
----                                                            -----------
                         PART I - FINANCIAL INFORMATION

 1.  Financial Statements...................................            1

 2.  Management's Discussion and Analysis of Financial
     Condition and Results of Operations....................            8

 3.  Quantitative and Qualitative Disclosures
     about Market Risk......................................           20


                           PART II - OTHER INFORMATION

 1.  Legal Proceedings......................................           21

 6.  Exhibits and Reports on Form 8-K.......................           22

     Signatures.............................................           24


<PAGE>


                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         BOOTH CREEK SKI HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and per share amounts)

                                                   April 27,     October 27,
                                                      2001           2000
                                                --------------- ---------------
                  ASSETS                          (Unaudited)

Current assets:
  Cash and cash equivalents...................  $         8,119 $           696
  Accounts receivable, net of allowance of
   of $58 and $28, respectively...............            1,877           1,929
  Insurance proceeds receivable...............            1,500           4,070
  Inventories ................................            1,636           2,106
  Prepaid expenses and other current
   assets ....................................              898           1,194
                                                --------------- ---------------
Total current assets .........................           14,030           9,995

Property and equipment, net ..................          144,071         145,746
Real estate held for development and sale ....            6,981           6,566
Deferred financing costs, net of
  accumulated amortization of $4,649 and
  $4,162, respectively .......................            4,566           5,338
Timber rights and other assets ...............            6,014           5,937
Goodwill, net of accumulated amortization
  of $10,108 and $8,937, respectively ........           24,310          25,481
                                                --------------- ---------------
Total assets .................................  $       199,972 $       199,063
                                                =============== ===============

   LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
  Senior credit facility ....................   $             - $         6,352
  Current portion of long-term debt .........             2,758           1,356
  Accounts payable and accrued liabilities ..            25,632          33,915
                                                --------------- ---------------
Total current liabilities ...................            28,390          41,623

Long-term debt ..............................           128,732         136,790

Other long-term liabilities .................               760             785

Commitments and contingencies

Preferred stock of subsidiary; 28,000 shares authorized, 11,000 shares issued
  and outstanding at April 27, 2001 (13,000 shares at October 27, 2000);
  liquidation preference and redemption
  value of $1,387 at April 27, 2001 .........             1,387           1,638

Shareholder's equity:
  Common stock, $.01 par value; 1,000
   shares authorized, issued and
   outstanding ..............................                 -               -
  Additional paid-in capital ................            72,000          72,000
  Accumulated deficit .......................           (31,297)        (53,773)
                                                --------------- ---------------
Total shareholder's equity ..................            40,703          18,227
                                                --------------- ---------------
Total liabilities and shareholder's
  equity ....................................   $       199,972 $       199,063
                                                =============== ===============


                             See accompanying notes.
<PAGE>



                         BOOTH CREEK SKI HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)


                                Three Months Ended          Six Months Ended
                               ---------------------      ---------------------
                               April 27,    April 28,       April 27,  April 28,
                                 2001        2000           2001       2000
                               ---------   ---------      ---------   ---------
                                                  (Unaudited)
Revenue:
  Resort operations..........  $  63,559   $  65,415       $112,522    $109,284
  Real estate and other......          -           -              -         845
                               ---------   ---------      ---------   ---------
Total revenue................     63,559      65,415        112,522     110,129

Operating expenses:
  Cost of sales - resort
   operations................     28,498      29,474         56,671      55,619
  Cost of sales - real estate
   and other.................          -           -              -         333
  Depreciation...............      5,549       5,137         10,836      10,024
  Amortization of goodwill and
   other intangible assets...        595         600          1,190       1,206
  Selling, general and
   administrative expense....      6,778       6,955         14,176      13,605
                               ---------   ---------      ---------   ---------
Total operating expenses.....     41,420      42,166         82,873      80,787
                               ---------   ---------      ---------   ---------

Operating income.............     22,139      23,249         29,649      29,342


Other Income (expense):
  Interest expense...........     (4,067)     (4,416)        (8,463)     (9,241)
  Amortization of deferred
  financing costs............       (240)       (240)          (487)       (475)
  Other income (expense).....         67         (33)           123         (21)
                               ---------   ---------      ---------   ---------
  Total other income
  (expense),net..............     (4,240)     (4,689)        (8,827)     (9,737)
                               ---------   ---------      ---------   ---------

Income before minority interest
   and extraordinary item....     17,899      18,560         20,822      19,605

Minority interest............        (33)        (52)           (69)        (99)
                               ---------   ---------      ---------   ---------
Income before extraordinary
  item.......................     17,866      18,508         20,753      19,506

Extraordinary gain on early
  retirement of debt.........        747           -          1,723           -
                               ---------   ---------      ---------   ---------
Net income...................  $  18,613   $  18,508      $  22,476   $  19,506
                               =========   =========      =========   =========

                             See accompanying notes.
<PAGE>


                         BOOTH CREEK SKI HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                        Six Months Ended
                                                -------------------------------
                                                  April 27,           April 28,
                                                    2001                2000
                                                -------------     -------------
                                                          (Unaudited)

Cash flows from operating activities:
Net income.....................................   $  22,476         $   19,506
Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depreciation................................      10,836             10,024
   Amortization of goodwill and other
    intangible assets .........................       1,190              1,206
   Noncash cost of real estate sales ..........           -                331
   Amortization of deferred financing costs ...         487                475
   Minority interest ..........................          69                 99
   Extraordinary gain on early reitrement
    of debt....................................      (1,723)                 -
   Changes in operating assets and liabilities:
    Accounts receivable .......................          52               (153)
    Insurance proceeds receivable..............       2,570             (5,569)
    Inventories ...............................         470                757
    Prepaid expenses and other current assets..         296                427
    Accounts payable and accrued liabilities...      (8,283)             1,066
    Other long-term liabilities ...............         (25)               (25)
                                                -------------     -------------
Net cash provided by operating activities......      28,415             28,144

Cash flows from investing activities:
Capital expenditures for property and
 equipment ....................................      (5,885)            (7,184)
Capital expenditures for real estate
 held for development and sale ................        (415)              (497)
Other assets ..................................         (96)              (266)
                                                -------------     -------------
Net cash used in investing activities .........      (6,396)            (7,947)

Cash flows from financing activities:
Net repayments of senior credit facility ......      (6,352)           (17,051)
Principal payments of long-term debt ..........      (7,923)            (2,548)
Deferred financing costs ......................          (1)               (98)
Purchase of preferred stock of subsidiary
 and payment of dividends .....................        (320)              (344)
                                                -------------     -------------
Net cash used in financing activities .........     (14,596)           (20,041)
                                                -------------     -------------
Increase in cash and cash equivalents..........       7,423                156

Cash and cash equivalents
  at beginning of period ......................         696                461
                                                -------------     -------------
Cash and cash equivalents
  at end of period ............................ $     8,119        $       617
                                                =============     =============

                             See accompanying notes.

<PAGE>



                       BOOTH CREEK SKI HOLDINGS, INC.

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 April 27, 2001





1.  Organization,  Basis of Presentation and Summary of Significant  Accounting
Policies

     Booth Creek Ski Holdings, Inc. ("Booth Creek") owns and operates various
ski resorts, including Northstar-at-Tahoe ("Northstar"), Sierra-at-Tahoe
("Sierra"), Bear Mountain, Waterville Valley, Mt. Cranmore, Loon Mountain and
the Summit at Snoqualmie (the "Summit"). Booth Creek also conducts certain real
estate development activities, primarily at Northstar.

     The Company divested the Grand Targhee ski resort ("Grand Targhee") on June
20, 2000. Grand Targhee contributed resort operations revenues of $4,067,000 and
$7,292,000, and income from operations before depreciation, depletion and
amortization expense and the noncash cost of real estate sales of $1,607,000 and
$2,531,000, for the three and six month periods ended April 28, 2000,
respectively.

     The consolidated financial statements include the accounts of Booth Creek
and its subsidiaries (collectively referred to as the "Company"). Booth Creek
owns all of the common stock of its subsidiaries. Ski Lifts, Inc. (the owner and
operator of the Summit) has shares of preferred stock owned by third parties.
All significant intercompany transactions and balances have been eliminated.

     Booth Creek is a  wholly-owned  subsidiary of Booth Creek Ski Group,  Inc.
("Parent").

     The accompanying consolidated financial statements as of April 27, 2001 and
for the three and six month periods ended April 27, 2001 and April 28, 2000 are
unaudited, but include all adjustments (consisting only of normal, recurring
adjustments and adjustments to recognize the extraordinary gain on early
retirement of debt during the six months ended April 27, 2001) which, in the
opinion of management of the Company, are considered necessary for a fair
presentation of the Company's financial position at April 27, 2001, and its
operating results and cash flows for the three and six month periods ended April
27, 2001 and April 28, 2000. Due to the highly seasonal nature of the Company's
business, the results for the interim periods are not necessarily indicative of
results for the entire year. Certain information and footnote disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles have been omitted pursuant to generally
accepted accounting principles applicable for interim periods. Management
believes that the disclosures made are adequate to make the information
presented not misleading. The unaudited consolidated financial statements should
be read in conjunction with the following notes and the Company's consolidated
financial statements and accompanying notes included in the Company's Annual
Report on Form 10-K for the fiscal year ended October 27, 2000.

Cash and Cash Equivalents

     The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents. As of April
27, 2001, cash equivalents consisted of government money market funds.

     Included in cash at April 27, 2001 is restricted cash of $396,000, relating
to advance deposits and rental fees due to property owners for lodging and
property rentals.

Use of Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.


<PAGE>


                         BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


2. Insurance Proceeds Receivable

     For the 2000/01 ski season, the Company arranged for four separate paid
skier visit insurance policies covering Bear Mountain, Loon Mountain, Waterville
Valley and the Summit. The policies have a deductible for the initial decline
from targeted paid skier visit and revenue levels and stated maximum coverage
levels. In addition, the policies require the insured to experience monthly
and/or annual snowfall amounts below certain agreed upon levels before a claim
can be filed for the decline in paid skier visits. In the accompanying
consolidated financial statements as of and for the six months ended April 27,
2001, the Company has recorded a receivable and resort operating revenues of
$1,500,000 for expected claims attributable to lower than agreed-upon cumulative
paid skier visits and snowfall levels for the 2000/01 season under the Summit
and Waterville Valley policies. The Company has filed claims under these two
policies, which are subject to the review and approval of the insurance
underwriters.

     For the 1999/00 ski season, the Company arranged for four separate paid
skier visit insurance policies covering its Lake Tahoe resorts (Northstar and
Sierra), its New Hampshire resorts (Waterville Valley, Mt. Cranmore and Loon
Mountain), Bear Mountain and the Summit. Resort operations revenues for the six
months ended April 28, 2000 included claims revenues of $6,600,000. For the six
months ended April 27, 2001, resort operations revenues included $254,000 for
additional claim recoveries which were received upon the final settlement of the
1999/00 paid skier visit insurance policies in excess of the amounts recognized
in fiscal 2000 of $6,600,000.

3. Accounts Payable and Accrued Liabilities

     Accounts payable and accrued liabilities consist of the following:

                                                April 27,  October 27,
                                                  2001       2000
                                               ----------  -----------
                                                    (In thousands)
     Accounts payable...................          $ 2,341    $ 7,958
     Accrued compensation and benefits..            4,049      4,002
     Taxes other than income............            1,254      1,157
     Unearned revenue and deposits  -               3,915      9,582
     resort operations..................
     Unearned   deposits  -  real                   6,000      6,000
     estate operations..................
     Interest...........................            1,902      2,234
     Other..............................            6,171      2,982
                                                ----------  -----------
                                                  $25,632    $33,915

                                                ==========  ===========


4. Financing Arrangements

Senior Credit Facility

     The total maximum borrowing availability under the Company's Amended and
Restated Credit Agreement (the "Senior Credit Facility") is $25 million. The
final maturity date of the Senior Credit Facility is March 31, 2002. The Senior
Credit Facility requires that the Company not have borrowings thereunder in
excess of $8 million, in addition to certain amounts maintained by the Company
in certain depository accounts with Fleet National Bank, for a period of 60
consecutive days each year commencing between February 1 and February 28. There
were no borrowings outstanding under the Senior Credit Facility at April 27,
2001.


<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Long-Term Debt

     As of April 27, 2001, the Company had outstanding $125.5 million aggregate
principal amount of its senior notes (the "Senior Notes"). The Senior Notes
mature on March 15, 2007, and bear interest at 12.5% per annum, payable
semi-annually on March 15 and September 15 of each year. The Senior Notes are
redeemable at the option of the Company, in whole or in part, at any time after
March 15, 2002, with an initial redemption price of 106.25% declining through
maturity, plus accrued and unpaid interest to the redemption date. The Senior
Notes are general senior unsecured obligations of the Company ranking equally in
right of payment with all other existing and future senior indebtedness of the
Company and senior in right of payment to any subordinated indebtedness of the
Company.

     The Senior Notes are unconditionally guaranteed, on an unsecured senior
basis, as to the payment of principal, premium, if any, and interest, jointly
and severally (the "Guarantees"), by all Restricted Subsidiaries of the Company,
as defined in the indenture for the Senior Notes (the "Indenture"), having
either assets or shareholders' equity in excess of $20,000 (the "Guarantors").
All of the Company's direct and indirect subsidiaries are Restricted
Subsidiaries, except DRE, LLC.

     The Senior Notes are effectively subordinated in right of payment to all
secured indebtedness of the Company and the Guarantors, including indebtedness
under the Senior Credit Facility. In addition, the Senior Notes are structurally
subordinated to any indebtedness of the Company's subsidiaries that are not
Guarantors. The Indenture contains covenants for the benefit of the holders of
the Senior Notes that, among other things, limit the ability of the Company and
any Restricted Subsidiaries to: (i) incur additional indebtedness; (ii) pay
dividends and make other distributions; (iii) issue stock of subsidiaries; (iv)
make certain investments; (v) repurchase stock; (vi) create liens; (vii) enter
into transactions with affiliates, (viii) enter into sale and leaseback
transactions, (ix) create dividend or other payment restrictions affecting
Restricted Subsidiaries; (x) merge or consolidate the Company or any Guarantors;
and (xi) sell assets.

     The Guarantors are wholly-owned subsidiaries of Booth Creek and have fully
and unconditionally guaranteed the Senior Notes on a joint and several basis.
Booth Creek is a holding company and has no significant operations, assets or
cash flows separate from its investments in its subsidiaries. In addition, the
assets, equity, revenues, income and cash flow of DRE, LLC, Booth Creek's only
non-guarantor subsidiary, are inconsequential and the membership interest in
DRE, LLC is entirely owned by Booth Creek. There are no significant restrictions
on the ability of the Guarantors to pay dividends or otherwise transfer funds to
Booth Creek. Accordingly, Booth Creek has not presented separate financial
statements and other disclosures concerning the Guarantors or its non-guarantor
subsidiary because management has determined that such information is not
material to investors.

     During the six months ended April 27, 2001, the Company repurchased
$8,000,000 aggregate principal amount of Senior Notes for $5,990,000. After
giving effect to the write-off of related deferred financing costs of $287,000,
the Company recognized an extraordinary gain of $1,723,000.

     During the six months ended April 27, 2001, the Company entered into
long-term debt and capital lease obligations of $3,276,000 for the purchase of
equipment.

6.   Income Taxes

     As of October 27, 2000, the Company had estimated net operating loss
carryforwards of approximately $74.5 million for federal income tax reporting
purposes, which expire between 2012 and 2020. The tax benefits of such net
operating losses are fully offset by a valuation reserve. Based on the Company's
current tax attributes, no income tax provision or benefit is expected for the
year ending November 2, 2001. Accordingly, during the six months ended April 27,
2001, no income tax provision has been provided.



<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



7.   Business Segments

     The Company currently operates in two business segments, resort operations
and real estate and other. Data by segment is as follows:

                               Three Months Ended          Six Months Ended
                            -----------------------    -----------------------
                            April 27,   April 28,       April 27,  April 28,
                               2001        2000            2001       2000
                            ----------  -----------    -----------  ----------
                                             (In thousands)
   Revenue:
    Resort operations....    $  63,559   $  65,415      $  112,522   $  109,284
    Real  estate  and
      other..............            -           -               -          845
                            ----------  -----------    -----------  -----------
                             $  63,559   $  65,415      $  112,522   $  110,129
                            ==========  ===========    ===========  ===========

   Operating income:
    Resort operations....    $  22,395   $  23,249      $   30,047   $   28,830
    Real  estate  and
      other.............          (256)          -            (398)         512
                            ----------  -----------    -----------  -----------
                             $  22,139   $  23,249      $   29,649   $   29,342
                            ==========  ===========    ===========  ===========


                                                April 27,     October 27,
                                                   2001           2000
                                               -------------  -------------
                                                      (In thousands)
   Segment assets:
    Resort operations..................         $ 182,243       $ 180,984
    Real estate and other..............            11,234          10,819
    Corporate and other
      non-identifiable assets..........             6,495           7,260
                                               -------------  -------------
                                                $ 199,972       $ 199,063
                                               =============  =============

     A reconciliation of combined operating income for resort operations and
real estate and other to consolidated income before minority interest is as
follows:

                                 Three Months Ended        Six Months Ended
                               ----------------------   --------------------
                               April 27,    April 28,   April 27,  April 28,
                                 2001         2000        2001       2000
                               ---------    ---------   ---------  ---------
                                               (In thousands)

   Operating income for
   reportable segments........  $ 22,139     $ 23,249    $ 29,649   $ 29,342
   Interest expense...........    (4,067)      (4,416)     (8,463)    (9,241)
   Amortization of deferred
   financing costs............      (240)        (240)       (487)      (475)
   Other income (expense).....        67          (33)        123        (21)
                               ---------    ---------   ---------  ---------
   Income before
   minority interest..........  $ 17,899     $ 18,560    $ 20,822   $ 19,605
                               =========    =========   =========  =========
<PAGE>


ITEM 2.   MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the
consolidated financial statements and related notes thereto included elsewhere
in this Report. The following discussion contains certain forward-looking
statements that involve risks and uncertainties. The Company's actual results
could differ materially from those discussed herein. Factors that could cause or
contribute to the differences are discussed in "Forward-Looking Statements" and
elsewhere in this Report.

General

     The Company's ski operations are highly sensitive to weather conditions and
the overall strength of the regional economies in the areas in which the Company
operates. The Company believes that the geographic diversity of its resorts and
the use of extensive snowmaking technology coupled with advanced trail grooming
equipment, which together can provide consistent skiing conditions, can
partially mitigate the risk of both economic downturns and adverse weather
conditions in any given region. However, the Company remains vulnerable to warm
weather, heavy rains and drought and other types of severe or unusual weather
conditions, which can have a significant effect on the operating revenues and
profitability at any one of the Company's resorts.

     The Company's four most weather-sensitive resorts, Bear Mountain,
Waterville Valley, Loon Mountain and Mt. Cranmore, have invested heavily in
snowmaking capabilities to provide coverage on virtually all of their trails and
have been open for skiing at least 143, 138, 142 and 101 days, respectively,
during each of the last five ski seasons, including the 2000/01 ski season.
However, the efficiency and effectiveness of snowmaking operations can be
negatively impacted by numerous factors, including temperature variability,
reliability of water sources, the availability and cost of adequate energy
supplies and unfavorable weather events such as heavy rains.

     Northstar, Sierra and the Summit generally experience higher natural
snowfall levels, averaging approximately 311, 476 and 485 inches of snowfall,
respectively, per year for the past five ski seasons, including the 2000/01 ski
season. As a result of their historic natural snowfall, their snowmaking
capabilities in terms of trail coverage are considerably less extensive than at
Bear Mountain, Waterville Valley, Loon Mountain or Mt. Cranmore. However, such
resorts are dependent upon early season snowfall to provide necessary terrain
for the important Christmas holiday period, and therefore, the timing and extent
of natural snowfall can significantly impact operating conditions.

     The Company's results of operations are also highly dependent on the
Company's ability to compete in each of the large regional ski markets in which
it operates. Management estimates that at Northstar and Sierra approximately 70%
of the 2000/01 ski season total skier days were attributable to residents of the
San Francisco/San Jose, Sacramento, Central California Valley and Lake Tahoe
regions. At Bear Mountain, roughly 90% of the 2000/01 ski season total skier
days were attributable to residents of the Los Angeles, Orange County and San
Diego metropolitan regions. At Waterville Valley, Loon Mountain and Mt.
Cranmore, more than 75% of the 2000/01 ski season total skier days were
attributable to residents of Massachusetts and New Hampshire, with a large
percentage of such visitors coming from the Boston metropolitan area. At the
Summit, the Company estimates that more than 90% of the 2000/01 ski season total
skier days were attributable to residents of the Seattle/Tacoma metropolitan
region.

     In addition to revenue generated from skiing operations, the Company's
resorts generate significant revenue from non-ski operations, including lodging,
conference center services, health and tennis clubs and summer activities such
as mountain biking rentals and golf course fees. Moreover, the Company generates
revenues from real estate and timber sales at Northstar, although the amount and
timing of these revenues vary considerably.

     A significant portion of total operating costs at the Company's resorts are
variable, consisting primarily of retail and food service cost of sales,
utilities and labor expense. These variable costs can fluctuate significantly
based upon skier days and seasonal factors. The Company's resorts utilize
significant energy resources in their respective operations, including power for
operating lifts and snowmaking equipment. Volatility in the availability and
cost of energy resources at the Company's resorts could have a material adverse
effect on the Company's results of operations in future periods. With the
exception of certain management, administrative and maintenance personnel, all
of the Company's employees are compensated on an hourly basis. Management
believes a key element to maximizing profitability during the winter season is
to closely monitor staffing requirements and to adjust staffing levels when
skier volumes or seasonal needs dictate.
<PAGE>

Results of Operations of the Company

     Overview

     The Company's results of operations are significantly impacted by weather
conditions. For the 1999/00 ski season, Northstar and Sierra experienced
unseasonably dry weather and a lack of natural snowfall during November,
December and the first part of January, which significantly impacted terrain
availability at these resorts during such period. However, snowfall for these
resorts returned to more normal levels during the later half of January and
February 2000. Although snowfall levels during the 2000/01 ski season in the
Lake Tahoe area were significantly less than historical averages, both Northstar
and Sierra benefited from generally improved trail coverage and conditions
during the 2000 Christmas holiday period and early January 2001. In addition,
Sierra opened early on November 3, 2000, as compared to November 24, 1999 for
the 1999/00 ski season. For the 1999/00 ski season, Bear Mountain experienced a
lack of natural snowfall through mid February due to dry weather in Southern
California, although snowstorm activity picked up considerably in the second
half of February and March 2000. For the 2000/01 ski season, snowfall levels at
Bear Mountain were more consistent with historical levels, and snowmaking
conditions were generally more favorable than in the first half of the 1999/00
ski season. The Company's New Hampshire resorts experienced variable
temperatures and a lack of significant natural snowfall through the middle of
January of the 1999/00 ski season. For the 2000/01 ski season, temperatures in
the Northeast were generally colder than the previous year, which enabled more
efficient snowmaking production at the Company's New Hampshire resorts. In
addition, natural snowfall for the 2000/01 season at each of the New Hampshire
resorts was higher than the prior year, resulting in significantly improved
conditions, particularly during the early and later parts of the season.
Conditions at the Summit for the 2000/01 season were relatively poor due to
lower than average snowfall and periods of rain for much of January through
April 2001, as compared to generally favorable weather conditions experienced
during much of the 1999/00 season.

     The Company sold the assets associated with the Grand Targhee resort on
June 20, 2000. Grand Targhee contributed resort operations revenues of
$4,067,000 and $7,292,000, and income from operations before depreciation,
depletion and amortization expense and the noncash cost of real estate sales
("EBITDA") of $1,607,000 and $2,531,000, for the three and six months ended
April 28, 2000, respectively.

     Three Months Ended April 27, 2001 Compared to the Three Months Ended April
28, 2000

     Total revenue for the three months ended April 27, 2001 was $63,559,000, a
decrease of $1,856,000, or 3%, over the Company's revenues for the three months
ended April 28, 2000. There were no revenues generated by the real estate and
other segment for the three month periods ended April 27, 2001 and April 28,
2000.


















<PAGE>


     The table below summarizes the sources of the Company's revenues from
resort operations for the three months ended April 27, 2001 and April 28, 2000.
The information for the three months ended April 28, 2000 includes the operating
results of the Grand Targhee resort, which was sold in June 2000.

                               Three Months Ended
                               ----------------------             Percentage
                               April 27,    April 28,   Increase   Increase
                                 2001         2000     (Decrease) (Decrease)
                               ---------    ---------  ---------   ---------
                                 (In thousands)


   Lift Tickets...............  $ 27,568     $ 27,852    $   (284)        (1)%
   Season Passes..............     7,217        6,625         592          9
   Snow School................     5,159        5,082          77          2
   Equipment Rental...........     6,044        5,690         354          6
   Retail.....................     2,611        2,942        (331)       (11)
   Food and Beverage..........     9,611        9,999        (388)        (4)
   Other......................     4,549        5,625      (1,076)       (19)
                               ---------    ---------   ---------  ---------
   Revenues from Resort
     Operations before Paid
     Skier Visit Insurance....    62,759       63,815      (1,056)        (2)
   Paid Skier Visit Insurance.       800        1,600        (800)       (50)
                               ---------    ---------   ---------  ---------
   Total Resort Operations
     Revenues.................  $ 63,559     $ 65,415    $ (1,856)        (3)
                               =========    =========   =========  =========


     Total skier visits generated by each of the Company's resorts for the three
months ended April 27, 2001 and April 28, 2000 were as follows:

                               Three Months Ended
                               ----------------------             Percentage
                               April 27,    April 28,   Increase   Increase
                                 2001         2000     (Decrease) (Decrease)
                               ---------    ---------  ---------   ---------
                                 (In thousands)


   Northstar..................       305          316         (11)        (3)%
   Sierra.....................       220          222          (2)        (1)
   Bear Mountain..............       180          158          22         14
   Waterville Valley..........       137          129           8          6
   Mt. Cranmore...............        81           70          11         16
   Loon Mountain..............       251          194          57         29
   The Summit.................       264          265          (1)         -
                                  -------      -------     -------    -------
   Current Resorts............     1,438        1,354          84          6
   Grand Targhee..............         -           79         (79)      (100)
                                  -------      -------     -------    -------
                                   1,438        1,433           5          -
                                  =======      =======     =======    =======

     For the 2000/01 season, the Company arranged for four separate paid skier
visit insurance policies covering Bear Mountain, Loon Mountain, Waterville
Valley and the Summit. The policies have a deductible for the initial decline
from targeted paid skier visit and revenue levels and stated maximum coverage
levels. In addition, the policies require the insured to experience monthly
and/or annual snowfall amounts below certain agreed upon levels before a claim
can be filed for the decline in paid skier visits. In the accompanying
consolidated statement of operations for the three months ended April 27, 2001,
the Company has recorded resort operating revenues of $800,000 for expected
proceeds from claims attributable to lower than agreed-upon cumulative paid
skier visits and snowfall levels under the Summit and Waterville Valley
policies. The Company has filed claims under these two policies, which are
subject to the review and approval of the insurance underwriters.

     For the 1999/00 ski season, the Company arranged for four separate paid
skier visit insurance policies covering its Lake Tahoe resorts (Northstar and
Sierra), its New Hampshire resorts (Waterville Valley, Mt. Cranmore and Loon
Mountain), Bear Mountain and the Summit. Resort operations revenues for the
three months ended April 28, 2000 included claims revenues of $1,600,000 under
the 1999/00 paid skier visit insurance policies.

<PAGE>

     Resort operating revenues, excluding the effect of paid skier visit
insurance, were $62,759,000 for the three months ended April 27, 2001, a
decrease of $1,056,000, or 2%, from the comparable revenues for the 2000 period.
Revenues for Northstar and Sierra increased by $116,000 and $247,000,
respectively, primarily due to higher skier revenue yields and additional season
pass sales. Revenues for Bear Mountain increased by $1,619,000 due to higher
skier visits, additional season pass sales and improved per skier revenue
yields. Revenues for Waterville Valley, Mt. Cranmore and Loon Mountain increased
by $327,000, $409,000 and $503,000, respectively, due principally to higher
skier visits. Offsetting these increases was the effect of the divestiture of
the Grand Targhee resort, which contributed revenues of $4,067,000 for the 2000
period. In addition, revenues at the Summit decreased by $210,000 in the current
period, primarily due to changes in the mix of skier visits.

     Cost of sales for resort operations for the three months ended April 27,
2001 were $28,498,000, a decrease of $976,000, or 3%, as compared to the 2000
period. The decrease was primarily the result of the effect of the divestiture
of the Grand Targhee resort, which incurred $2,176,000 in cost of sales in the
2000 period. Offsetting the decrease due to the divestiture of Grand Targhee
were cost increases associated with the following: more normalized operations at
Bear Mountain and the Company's New Hampshire resorts due to improved snowfall
and terrain conditions; the effect of wage pressures due to the competitive
labor markets in the areas of the Company's resorts and statutory changes
affecting wage rates and overtime regulations in California; the effect of
higher utility and fuel prices; additional operating costs associated with the
launch of the new Lookout Mountain terrain expansion at Northstar; and normal
inflationary factors.

     Selling, general and administrative expenses for the three months ended
April 27, 2001 were $6,778,000, including $256,000 in general and administrative
costs associated with the real estate and other segment. Selling, general and
administrative expenses for the 2001 period decreased by $177,000, or 3%, as
compared to the 2000 period. The decrease was primarily the result of the effect
of the divestiture of the Grand Targhee resort, which incurred $285,000 in
selling, general and administrative expense in the 2000 period.

     Operating income for the three months ended April 27, 2001 was $22,139,000,
a decrease of $1,110,000 from the operating income generated for the 2000
period, as a result of the factors discussed above.

     Interest expense for the three months ended April 27, 2001 totaled
$4,067,000, a decrease of $349,000 from the Company's interest expense for the
three months ended April 28, 2000. The decrease was primarily the result of a
decrease in borrowing levels under the Company's Senior Credit Facility in the
2001 period, as well as the effect of the repurchase of $8,000,000 aggregate
principal amount of Senior Notes during the six months ended April 27, 2001.

     As of October 27, 2000, the Company had estimated net operating loss
carryforwards of approximately $74.5 million for federal income tax reporting
purposes, which expire between 2012 and 2020. The tax benefits of such net
operating losses are fully offset by a valuation reserve. Based on the Company's
current tax attributes, no income tax provision or benefit is expected for the
year ending November 2, 2001. Accordingly, during the three months ended April
27, 2001, no income tax provision has been provided.

     The Company recognized an extraordinary gain on the early retirement of
debt of $747,000 for the three months ended April 27, 2001 as a result of the
repurchase of Senior Notes.

     The Company's net income for the three months ended April 27, 2001 was
$18,613,000, an improvement of $105,000 from the net income of $18,508,000
generated for the three months ended April 28, 2000, as a result of the factors
discussed above.

     Total EBITDA for the three months ended April 27, 2001 was $28,283,000, a
decrease of $703,000, or 2%, from the EBITDA of $28,986,000 generated for the
three months ended April 28, 2000. Resort operations contributed EBITDA of
$28,539,000 for the 2001 period as compared to $28,986,000 for the 2000 period,
a decrease of $447,000. Excluding the effect of the Grand Targhee resort on the
2000 period, resort operations EBITDA for the 2001 period increased by
$1,160,000, or 4%, over the 2000 period. Real estate and other operations
incurred an EBITDA loss of $256,000 for the 2001 period. There were no real
estate and other activities during the 2000 period.

<PAGE>


     Six Months Ended April 27, 2001 Compared to the Six Months Ended April 28,
2000

     Total revenue for the six months ended April 27, 2001 was $112,522,000, an
increase of $2,393,000, or 2%, over the Company's revenues for the six months
ended April 28, 2000. Revenues from resort operations for the 2001 period were
$112,522,000, an increase of $3,238,000, or 3%, as compared to the 2000 period.
Revenues from real estate operations for the six months ended April 28, 2000
were $845,000, which were due to the close of escrow on three lots within Phases
4 and 4A of the Big Springs development located at Northstar. There were no
revenues generated by the real estate and other segment for the six months ended
April 27, 2001.

     The table below summarizes the sources of the Company's revenues from
resort operations for the six months ended April 27, 2001 and April 28, 2000.
The information for the six months ended April 28, 2000 includes the operating
results of the Grand Targhee resort, which was sold in June 2000.

                                Six Months Ended
                               ----------------------             Percentage
                               April 27,    April 28,   Increase   Increase
                                 2001         2000     (Decrease) (Decrease)
                               ---------    ---------  ---------   ---------
                                 (In thousands)


   Lift Tickets...............  $ 49,128     $ 44,328    $  4,800         11%
   Season Passes..............    12,838       11,622       1,216         10
   Snow School................     8,958        7,976         982         12
   Equipment Rental...........    10,320        8,812       1,508         17
   Retail.....................     4,809        4,975        (166)        (3)
   Food and Beverage..........    16,476       15,736         740          5
   Other......................     8,239        9,235        (996)       (11)
                               ---------    ---------   ---------  ---------
   Revenues from Resort
     Operations before Paid
     Skier Visit Insurance....   110,768      102,684       8,084          8
   Paid Skier Visit Insurance.     1,754        6,600      (4,846)       (74)
                               ---------    ---------   ---------  ---------
   Total Resort Operations
     Revenues.................  $112,522     $109,284    $  3,238          3
                               =========    =========   =========  =========

     Total skier visits generated by each of the Company's resorts for the six
months ended April 27, 2001 and April 28, 2000 were as follows:

                                Six Months Ended
                               ----------------------             Percentage
                               April 27,    April 28,   Increase   Increase
                                 2001         2000     (Decrease) (Decrease)
                               ---------    ---------  ---------   ---------
                                 (In thousands)


   Northstar..................       519          477          42          9%
   Sierra.....................       391          310          81         26
   Bear Mountain..............       333          251          82         33
   Waterville Valley..........       235          204          31         15
   Mt. Cranmore...............       129          100          29         29
   Loon Mountain..............       385          304          81         27
   The Summit.................       508          504           4          1
                                  -------      -------     -------    -------
   Current Resorts............     2,500        2,150         350         16
   Grand Targhee..............         -          137        (137)      (100)
                                  -------      -------     -------    -------
                                   2,500        2,287         213          9
                                  =======      =======     =======    =======

<PAGE>

     In the accompanying consolidated financial statements as of and for the six
months ended April 27, 2001, the Company has recorded a receivable and resort
operating revenues of $1,500,000 for expected proceeds from claims attributable
to lower than agreed-upon cumulative paid skier visits and snowfall levels under
paid skier visit insurance policies in place for the 2000/01 season for the
Summit and Waterville Valley. The Company has filed claims under these two
policies, which are subject to the review and approval of the insurance
underwriters.

     For the 1999/00 ski season, the Company arranged for four separate paid
skier visit insurance policies covering its Lake Tahoe resorts (Northstar and
Sierra), its New Hampshire resorts (Waterville Valley, Mt. Cranmore and Loon
Mountain), Bear Mountain and the Summit. Resort operations revenues for the six
months ended April 28, 2000 included estimated claims revenues of $6,600,000.
For the six months ended April 27, 2001, resort operations revenues included
$254,000 for additional claim recoveries which were received upon the final
settlement of the 1999/00 paid skier visit insurance policies in excess of the
amounts recognized in fiscal 2000 of $6,600,000.

     Resort operating revenues, excluding the effect of paid skier visit
insurance, were $110,768,000 for the six months ended April 27, 2001, an
increase of $8,084,000, or 8%, from the comparable revenues for the 2000 period.
Revenues for Northstar and Sierra increased by $3,755,000 and $3,763,000,
respectively, primarily due to higher skier visits. Revenues for Bear Mountain
increased by $4,398,000 due to higher skier visits, additional season pass sales
and improved per skier revenue yields. Revenues for Waterville Valley, Mt.
Cranmore and Loon Mountain increased by $1,064,000, $1,060,000 and $1,160,000,
respectively, due principally to higher skier visits, partially offset by
reduced yields due to changes in the mix of skier visits. Revenues at the Summit
increased by $176,000 due to higher season pass sales and a slight increase in
skier visits. Offsetting these increases was the effect of the divestiture of
the Grand Targhee resort, which contributed revenues of $7,292,000 during the
six months ended April 28, 2000.

     Cost of sales for resort operations for the six months ended April 27, 2001
were $56,671,000, an increase of $1,052,000, or 2%, as compared to the 2000
period. The increase was primarily the result of increased payroll and operating
expenses as a result of the more normalized operations, increase in business
volumes and extended seasons at the California and New Hampshire resorts due to
improved snowfall and terrain conditions. In addition, the following items also
contributed to the increase: wage pressures due to the competitive labor markets
in the areas of the Company's resorts and statutory changes affecting wage rates
and overtime regulations in California; higher utility and fuel prices;
additional operating costs associated with the launch of the new Lookout
Mountain terrain expansion at Northstar; increased snowmaking costs due to
higher snowmaking production; and normal inflationary factors. Offsetting these
increases was the effect of the divestiture of the Grand Targhee resort, which
incurred $4,144,000 in cost of sales in the 2000 period.

     Selling, general and administrative expenses for the six months ended April
27, 2001 were $14,176,000, including $398,000 in general and administrative
costs associated with the real estate segment. Selling, general and
administrative expenses for the 2001 period increased by $571,000, or 4%, as
compared to the 2000 period. The increase was primarily the result of normal
inflationary factors and sales and marketing initiatives at the Company's
resorts, marketing and promotional activities associated with the launch of the
Lookout Mountain terrain expansion at Northstar. Offsetting these increases was
the effect of the divestiture of the Grand Targhee resort, which incurred
$617,000 in selling, general and administrative expense in the 2000 period.

     Cost of sales for real estate and timber operations for the six months
ended April 28, 2000 was $333,000, including noncash cost of real estate sales
of $331,000, as a result of the close of escrow on three lots within Phases 4
and 4A of the Big Springs development located at Northstar. There were no real
estate sales during the six months ended April 27, 2001.

     Operating income for the six months ended April 27, 2001 was $29,649,000,
an increase of $307,000, or 1%, over the operating income generated for the 2000
period, as a result of the factors discussed above.

     Interest expense for the six months ended April 27, 2001 totaled
$8,463,000, a decrease of $778,000 from the Company's interest expense for the
six months ended April 28, 2000. The decrease was primarily the result of a
decrease in borrowing levels under the Company's Senior Credit Facility in the
2001 period, as well as the effect of the repurchase of $8,000,000 aggregate
principal amount of Senior Notes during the six months ended April 27, 2001.

<PAGE>

     As of October 27, 2000, the Company had estimated net operating loss
carryforwards of approximately $74.5 million for federal income tax reporting
purposes, which expire between 2012 and 2020. The tax benefits of such net
operating losses are fully offset by a valuation reserve. Based on the Company's
current tax attributes, no income tax provision or benefit is expected for the
year ending November 2, 2001. Accordingly, during the six months ended April 27,
2001, no income tax provision has been provided.

     The Company recognized an extraordinary gain on the early retirement of
debt of $1,723,000 for the six months ended April 27, 2001 as a result of the
repurchase of Senior Notes.

     The Company's net income for the six months ended April 27, 2001 was
$22,476,000, an improvement of $2,970,000, or 15%, from the net income of
$19,506,000 generated for the six months ended April 28, 2000, as a result of
the factors discussed above.

     Total EBITDA for the six months ended April 27, 2001 was $41,675,000, an
increase of $772,000, or 2%, over the EBITDA of $40,903,000 for the six months
ended April 28, 2000. Resort operations contributed EBITDA of $42,073,000 for
the 2001 period as compared to $40,060,000 for the 2000 period, an increase of
$2,013,000 or 5%. Excluding the effect of the Grand Targhee resort on the 2000
period, resort operations EBITDA for the 2001 period increased by $4,544,000, or
12%, over the 2000 period. Real estate and other operations incurred an EBITDA
loss of $398,000 for the 2001 period as compared to EBITDA generated from real
estate and other operations of $843,000 for the 2000 period.

Liquidity and Capital Resources

     The Company's primary liquidity needs are to fund capital expenditures,
service indebtedness and support seasonal working capital requirements. The
Company's primary sources of liquidity are cash and cash equivalents, cash flow
from operations and borrowing availability under the Senior Credit Facility.
Virtually all of the Company's operating income is generated by its
subsidiaries. As a result, the Company is dependent on the earnings and cash
flow of, and dividends and distributions or advances from, its subsidiaries to
provide the funds necessary to meet its debt service obligations. The Senior
Credit Facility provides for borrowing availability of up to $25 million during
the term of such facility, which expires on March 31, 2002. The Senior Credit
Facility requires that the Company not have borrowings thereunder in excess of
$8 million, in addition to certain amounts maintained by the Company in certain
depository accounts with Fleet National Bank, for a period of 60 consecutive
days each year commencing between February 1 and February 28. The Company
intends to use borrowings under the Senior Credit Facility to meet seasonal
fluctuations in working capital requirements, primarily related to off-season
operations and maintenance activities during the months of May through November,
to fund capital expenditures and to build retail and other inventories prior to
the start of the skiing season and for other cash requirements. As of April 27,
2001, there were no outstanding borrowings under the Senior Credit Facility.

     The Company had a net working capital deficit of $4.4 million as of April
27, 2001 (excluding $9.9 million of unearned revenue and deposits from resort
and real estate operations, which will not require cash spending to settle such
liabilities), which will negatively affect liquidity during the remainder of
2001.

     The Company generated cash from operating activities of $28.4 million for
the six months ended April 27, 2001 as compared to $28.1 million for the six
months ended April 28, 2000.

     Cash used in investing activities totaled $6.4 million and $7.9 million for
the six months ended April 27, 2001 and April 28, 2000, respectively. The
amounts for the 2001 and 2000 periods primarily reflect capital expenditures for
the purchase of property and equipment.

     Cash used in financing activities totaled $14.6 million and $20.0 million
for the six months ended April 27, 2001 and April 28, 2000, respectively. The
amounts for the 2001 and 2000 periods primarily reflect repayments on the Senior
Credit Facility and long-term debt.

<PAGE>

     The Company's capital expenditures for property and equipment during the
six months ended April 27, 2001 were approximately $9.2 million (including $3.3
million of grooming and lift equipment acquired through capital lease
arrangements and other debt). Management anticipates that capital expenditures
for the remainder of fiscal 2001 will range from $7.0 million to $8.0 million,
including approximately $4.5 million for maintenance capital expenditures and
the remainder for expansion projects, planning and approvals. Significant
expansion projects currently planned or underway at Northstar for fiscal 2001
include: (a) snowmaking system improvements, (b) expanded rental equipment and
skier services facilities, and (c) new restaurant facilities. The Company's
expansion planning and approval activities primarily relate to preliminary
planning for certain fiscal 2002 capital projects at Northstar and on-going
efforts to obtain approvals for a terrain expansion at Loon Mountain. Depending
upon the timing of certain construction projects, expenditures for real estate
held for development and sale are anticipated to range from $2.0 million to $3.0
million in fiscal 2001. Management anticipates that maintenance capital
expenditures for its fiscal 2002 capital program will range from $5.0 million to
$6.0 million. The Company plans to fund these capital expenditures from
available cash flow, vendor financing to the extent permitted under the Senior
Credit Facility and the Indenture for the Company's Senior Notes and borrowings
under the Senior Credit Facility.

     Commitments for future capital expenditures at April 27, 2001 were
approximately $2.7 million and primarily related to planned real estate
improvements and 2001/02 ski season rental equipment and uniforms.

     Management believes that there is a considerable degree of flexibility in
the timing (and, to a lesser degree, the scope) of its capital expenditure
program, and even greater flexibility as to its real estate development
objectives. While the capital expenditure program described above is regarded by
management as important, both as to timing and scope, discretionary capital
spending above maintenance levels can be deferred, in some instances for
substantial periods of time, in order to address cash flow or other constraints.

     With respect to the Company's potential real estate development
opportunities, management believes that such efforts would enhance ski-related
revenues and contribute independently to earnings. In addition, with respect to
significant development projects, the Company expects to continue to pursue
arrangements that would reduce infrastructure and other development costs.
Nonetheless, existing lodging facilities in the vicinity of each resort are
believed to be adequate to support current skier volumes and a deferral or
curtailment of development efforts is not regarded by management as likely to
adversely affect skier days and ski-related revenues or profitability. The
Company also believes that its current infrastructure is sufficient, and that
development of real estate opportunities is not presently necessary to support
its existing operations.

     During the six months ended April 27, 2001, the Company repurchased
$8,000,000 aggregate principal amount of Senior Notes for $5,990,000. After
giving effect to the write-off of related deferred financing costs of $287,000,
the Company recognized an extraordinary gain of $1,723,000.

     The Company's liquidity has been and will continue to be significantly
affected by its high leverage. As a result of its leveraged position, the
Company will have significant cash requirements to service debt and funds
available for working capital, capital expenditures, acquisitions and general
corporate purposes are limited. In addition, the Company's high level of debt
may increase its vulnerability to competitive pressures and the seasonality of
the skiing and recreational industries. Any decline in the Company's expected
operating performance could have a material adverse effect on the Company's
liquidity and on its ability to service its debt and make required capital
expenditures.

     In addition, the Senior Credit Facility and the Indenture governing the
Company's Senior Notes each contain covenants that, among other things,
significantly limit the Company's ability to obtain additional sources of
capital and may affect the Company's liquidity. These covenants limit the
ability of the Company and its Restricted Subsidiaries to, among other things,
incur additional indebtedness, create liens, make investments, consummate
certain asset sales, create subsidiaries, issue subsidiary stock, consolidate or
merge with any other person, or transfer all or substantially all of the assets
of the Company. Further, upon the occurrence of a Change of Control (as defined
in the Indenture), the Company may be required to repurchase the Notes at 101%
of the principal amount thereof, plus accrued and unpaid interest. The
occurrence of a Change of Control may also constitute a default under the Senior
Credit Facility. No assurance can be given that the Company would be able to
finance a Change of Control repurchase offer.

     The Senior Credit Facility also requires the Company to maintain specified
consolidated financial ratios and satisfy certain consolidated financial tests.
The Company's ability to meet these financial covenants may be affected by
events beyond its control, and there can be no assurance that the Company will
meet those covenants.
<PAGE>

     The Company currently has $125.5 million aggregate principal amount of
Senior Notes outstanding, which will result in annual cash interest requirements
of approximately $15.7 million. The Company expects that existing cash and cash
equivalents, cash generated from operations and cash proceeds of planned real
estate sales at Northstar, together with borrowing availability, will be
adequate to fund the interest requirements on the Senior Notes and the Company's
other cash operating and debt service requirements over the next twelve months.
In order to focus the Company's resources on attractive investment opportunities
at certain of its resorts and to satisfy short-term and long-term liquidity
requirements, the Company may in the future consider divestitures of
non-strategic assets, including resorts, if such transactions can be completed
on favorable terms.

     Any decline in the Company's expected operating performance or the
inability of management to successfully implement the Company's business
strategy, could have a material adverse effect on the Company's financial
position and liquidity. In such case, the Company could be required to attempt
to refinance all or a portion of its existing debt, sell other assets or obtain
additional financing. No assurance can be given of the Company's ability to do
so or the terms of any such transaction. In addition, the Company would require
additional financing for expansion of its existing properties or for future
acquisitions, if any. No assurances can be given that any such financing would
be available on commercially reasonable terms. See "Forward-Looking Statements"
herein.

     The Company believes that inflation has had little effect on its historical
results of operations and any impact on costs has been largely offset by
increased pricing.

Seasonality

     The business of the Company is highly seasonal, with the vast majority of
its annual revenues expected to be generated between November and April of each
fiscal year. Management considers it essential to achieve optimal operating
results during key holidays and weekends during this period. The Company's
results of operations are, in turn, significantly dependent on favorable weather
conditions and other factors beyond the Company's control. The Company has
sought to partially mitigate the downside risk of its seasonal business by
purchasing paid skier visit insurance policies. For the 2000/01 ski season, the
Company purchased paid skier visit policies covering its Bear Mountain,
Waterville Valley, Summit and Loon Mountain resorts. However, these policies do
not fully protect these resorts against poor weather conditions or other factors
that could adversely affect their operations, and there can be no assurance that
such policies will be available in the future on commercially viable terms or at
all.

     During the off-season months of May through October, the Company's resorts
typically experience a substantial reduction in labor and utility expense due to
the absence of ski operations, but make significant expenditures for
maintenance, expansion and capital improvements in preparation for the ensuing
ski season.

Regulation and Legislation

     The Company's operations are dependent upon its ownership or control over
the real property used in its ski operations at each resort. The real property
presently used at the Northstar and Mt. Cranmore resorts is owned by the Company
or controlled by easements. The Company has the right to use a substantial
portion of the real property associated with the Bear Mountain, Sierra, Summit
and Waterville Valley resorts under the terms of Term Special Use Permits issued
by the United States Forest Service. The Bear Mountain permit expires in 2020,
the Sierra permit expires in 2039, the Waterville Valley permit expires in 2034
and the Summit permit expires in 2032.

     A substantial portion of the real property associated with the Loon
Mountain resort is likewise used under United States Forest Service permits. In
1993, the United States Forest Service authorized various lift, trail and
snowmaking improvements on Loon Mountain and an expansion onto South Mountain.
In 1996, the United States Court of Appeals for the First Circuit (the "First
Circuit") overturned this authorization on the ground that the United States
Forest Service had failed to properly address certain environmental issues under
the National Environmental Policy Act ("NEPA"). Certain improvements, including
a snowmaking pipeline and part of the expansion, had been constructed before the
First Circuit ruled. On May 5, 1997, the United States District Court for the
District of New Hampshire (the "District Court") entered a stipulated order
which authorized existing improvements to remain in place and existing
operations to continue but generally prohibited future construction, restricted
use of a major snowmaking water source, and required certain water discharge
permits to be pursued, pending United States Forest Service reconsideration of
the projects under NEPA. These authorizations and limitations were incorporated
into the final order issued by the District Court on December 11, 1998, and will
remain in effect until the United States Forest <PAGE>

Service completes its NEPA review and issues a new decision. On February 12,
1999, the District Court agreed that the United States Forest Service may
combine this NEPA review with its evaluation and analysis of the existing
snowmaking pipeline. The United States Forest Service issued a draft
Environmental Impact Statement in January 2001. Based on discussions with the
United States Forest Service, the Company expects final NEPA documentation to be
issued during the second half of 2001.

     In August 1997, the United States Forest Service authorized the Loon
Mountain resort to construct a new snowmaking pipeline across permitted land.
The United States Forest Service found that such construction was consistent
with the District Court order and enabled the resort to modify its snowmaking
operations to better protect water resources and replace snowmaking capacity
lost under the order. Although the pipeline was completed, its use was
challenged by private parties who asserted that the United States Forest Service
violated NEPA. On January 20, 1998, the District Court issued a decision finding
that the United States Forest Service violated NEPA in failing to address the
potential for the new pipeline to increase the amount of snow made and any
associated environmental effects. On March 10, 1998, the District Court issued a
series of further orders which, among other things, directed the United States
Forest Service to re-evaluate the pipeline and enjoined Loon Mountain from using
the pipeline pending further action by the court. On July 2, 1998, the United
States Forest Service issued a new decision approving the pipeline, which was
challenged by several private parties, who again asserted that it violated NEPA.
The United States Forest Service subsequently withdrew its decision authorizing
the pipeline to conduct further review and the District Court consolidated the
lawsuits concerning the pipeline. On November 19, 1998, the District Court
modified the injunction, allowing Loon Mountain to use the pipeline to withdraw
and convert 159.7 million gallons of water per ski season into snow while the
United States Forest Service further reviewed the pipeline under NEPA. On
February 12, 1999, the District Court issued a final order, which dismissed the
consolidated lawsuit concerning the pipeline in light of the United States
Forest Service's decision to conduct further review of the pipeline, and
specified that the limitation on pipeline usage will continue until that review
is completed and a new decision is issued. Such order remains in effect until
the additional NEPA documentation is completed and the United States Forest
Service issues a new decision on the pipeline, which is currently to occur
during the second half of 2001.

     Existing use of Loon Mountain is authorized under a Term Special Use
Permit, which covers facilities and expires in 2006; existing non-skiing use of
Loon Mountain's South Mountain area is authorized under an annual permit issued
by the United States Forest Service that is subject to reissuance each year.
After the United States Forest Service reconsiders the pipeline improvements and
expansion under NEPA, it will need to render a new decision and, if appropriate,
issue a new Term Special Use Permit. At that time, the conditions imposed by the
two District Court orders will terminate. Based upon the existing administrative
record, and certain proposed modifications to the resort's snowmaking operations
which are intended to better protect water resources, the Company expects that
the pipeline improvements and expansion will be approved by the United States
Forest Service. However, no assurance can be given regarding the timing or
outcome of this process.

     The United States Forest Service has the right to approve the location,
design and construction of improvements in permit areas and many operational
matters at resorts with permits. Under the Term Special Use Permits, the Company
is required to pay fees to the United States Forest Service. The fees range from
1.5% to approximately 4.0% of certain revenues, with the rate generally rising
with increased revenues. The calculation of gross revenues includes, among other
things, revenue from lift ticket, ski school lesson, food and beverage, rental
equipment and retail merchandise sales. Total fees paid to the United States
Forest Service by the Company during the year ended October 27, 2000 were
$1,166,000.

     The Company believes that its relations with the United States Forest
Service are good, and, to the best of its knowledge, no Term Special Use Permit
for any major ski resort has ever been terminated by the United States Forest
Service. The United States Secretary of Agriculture has the right to terminate
any Term Special Use Permit upon 180-days notice if, in planning for the uses of
the national forest, the public interest requires termination. Term Special Use
Permits may also be terminated or suspended because of non-compliance by the
permitee; however, the United States Forest Service would be required to notify
the Company of the grounds for such action and to provide it with reasonable
time to correct any curable non-compliance.

     The Company's resorts are subject to a wide variety of federal, state and
local laws and regulations relating to land use, water resources, discharge,
storage, treatment and disposal of various materials and other environmental
matters. Except as described in this section, management believes that the
Company's resorts are presently in compliance with all land use and
environmental laws, except where non-compliance is not expected to result in a
<PAGE>

material adverse effect on its financial condition. The Company also believes
that the cost of complying with known requirements, as well as anticipated
investigation and remediation activities, will not have a material adverse
effect on its financial condition or future results of operations. However,
failure to comply with such laws could result in the imposition of severe
penalties and other costs or restrictions on operations by government agencies
or courts that could materially adversely affect operations.

     The operations at the resorts require numerous permits and approvals from
federal, state and local authorities including permits relating to land use, ski
lifts and the sale of alcoholic beverages. In addition, the Company's operations
are heavily dependent on its continued ability, under applicable laws,
regulations, policies, permits, licenses or contractual arrangements, to have
access to adequate supplies of water with which to make snow and service the
other needs of its facilities, and otherwise to conduct its operations. There
can be no assurance that new applications of existing laws, regulations and
policies, or changes in such laws, regulations and policies will not occur in a
manner that could have a detrimental effect on the Company, or that material
permits, licenses or agreements will not be canceled, not renewed, or renewed on
terms materially less favorable to the Company. Major expansions of any one or
more of the Company's resorts could require, among other things, the filing of
an environmental impact statement or other documentation with the United States
Forest Service and state or local governments under NEPA and certain state or
local NEPA counterparts if it is determined that the expansion may have a
significant impact upon the environment. Although the Company has no reason to
believe that it will not be successful in implementing its operations and
development plans, no assurance can be given that necessary permits and
approvals will be obtained.

     Bear Mountain operates in an area subject to an air emissions reduction
program and regulated by the South Coast Air Quality Management District
("SCAQMD") in California. For the past several years, the Company anticipated
that Bear Mountain would eventually be required to participate in an emission
credit program whereby Bear Mountain would be permitted to operate its
diesel-fueled snowmaking compressor engines if it acquired "banked" emission
credits from SCAQMD-regulated facilities which had already implemented nitrogen
oxide emission reduction programs. However, the Company has been notified that
SCAQMD will not allow Bear Mountain to participate in the emission credits
program and, further, that Bear Mountain's applications to operate the engines
were denied because they were not equipped with the "Best Available Control
Technology," thus violating SCAQMD rules. Bear Mountain intends to seek
compliance as quickly as feasible by either replacing the engines with electric
compressors and taking all steps necessary to acquire or generate the electrical
power therefor, or modifying or replacing the compressor engines to be otherwise
compliant (the "Alternatives"). Recognizing the importance of the current
compressor engines to Bear Mountain's operations, SCAQMD and Bear Mountain
agreed to a Stipulated Order for Abatement whereby Bear Mountain is subject to
certain requirements including investigating and implementing the Alternatives
according to a particular timeline through 2002, record keeping and reporting to
SCAQMD, payment of certain usage fees, and particular interim operational
dictates concerning the engines. Pursuant to the Stipulated Order of Abatement,
Bear Mountain is required to implement an Alternative by October 15, 2002.
Depending on the Alternative selected and the manner in which it is implemented,
the resolution of this matter may require material capital expenditures for new
equipment. However, no assurance can be made regarding the outcome or timing of
resolution of this matter.

     Bear Mountain has a water supply contract for 500 acre-feet per year with
Big Bear Municipal Water District executed January 8, 1988, the initial
fifteen-year term of which expires on January 7, 2003. Big Bear Municipal Water
District's primary source of water is from a portion of the water in Big Bear
Lake shared with Bear Valley Mutual Water Company, the senior water rights
holder. The water supply contract provides for water primarily for snowmaking
and slope irrigation purposes. The obligation of Big Bear Municipal Water
District to supply water is excused only if the level of Big Bear Lake recedes
below 6,735.2 feet above sea level or eight feet below the top of Big Bear Lake
Dam premised on normal conditions prevailing and the absence of droughts,
earthquakes, dam failure or other types of similar calamities that impact the
ability to obtain or supply water. In the past, Bear Valley Mutual Water Company
pursued numerous legal claims against Big Bear Municipal Water District
including a claim that its rights in the lake are not subject to Big Bear
Municipal Water District's obligation to supply water to Bear Mountain. Bear
Valley Mutual Water Company withdrew such claim and water was provided to Bear
Mountain on an uncontested basis while Bear Valley Mutual Water Company and Big
Bear Municipal Water District successfully settled their differences. The
Company believes that Bear Valley will not further pursue its claim regarding
Bear Mountain's water supply, however, no assurance can be made regarding the
outcome of this matter.
<PAGE>

     Pursuant to the previously described decision of the First Circuit and the
order of the District Court, Loon Mountain applied for and was issued, by the
Environmental Protection Agency ("EPA"), a Clean Water Act (the "CWA") discharge
permit covering discharges associated with its snowmaking operations. Certain
ongoing discharges are authorized by the District Court order pending final
action on the permit and subject to the District Court's reserved power to
modify such approval to address any resulting environmental issues.

     Certain regulatory approvals associated with the new snowmaking pipeline at
Loon Mountain, as well as certain contractual obligations, impose minimum stream
flow requirements on Loon Mountain. These requirements will compel Loon Mountain
to construct water storage facilities within approximately six and one-half
years, and such construction will require further regulatory approvals and
environmental documentation under NEPA. No assurances can be given that such
regulatory approvals will be obtained or that the Company will have the
financial resources to complete such construction.

     In addition, Loon Mountain was notified in September 1997 that it had
allegedly filled certain wetlands at the resort in violation of the CWA. In
response, Loon Mountain worked with the EPA to remove the alleged fill and
implement certain erosion control measures. On January 15, 1998, an individual
notified the EPA, Loon Mountain, and certain other persons that he intended to
initiate a lawsuit under the CWA regarding the alleged wetland violation. On
February 2, 1998, the EPA wrote to such individual stating that the alleged fill
had been removed and that the EPA does not believe there is a continuing
violation at the site. On January 18, 2000, in papers filed in connection with
the District Court's modification of the final order in the pipeline litigation,
the same individual again alleged that Loon Mountain had previously filled
wetlands in violation of the CWA. The same individual has orally advised the
Company that he still intends to initiate a lawsuit under the CWA regarding the
alleged wetland fill.

     Except for certain permitting and environmental compliance matters relating
to the Loon Mountain and Bear Mountain resorts described above and in Part II,
Item 1. "Legal Proceedings," the Company has not received any notice of material
non-compliance with permits, licenses or approvals necessary for the operation
of its properties or of any material liability under any environmental law or
regulation.

Forward-Looking Statements

     Except for historical matters, the matters discussed in Part I, Item 2.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and elsewhere in this Report are forward-looking statements that
involve risks and uncertainties. The forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are based on management's current
views and assumptions and involve risks and uncertainties that could
significantly affect the Company's business and expected operating results. The
Company wishes to caution the reader that certain factors, including those
described below, could significantly and materially affect the Company's actual
results, causing results to differ materially from those in any forward-looking
statement. These factors include, but are not limited to:

          o Uncertainty as to future financial results,
          o The substantial leverage and liquidity constraints of the Company, o
          Significant operating restrictions under the Company's debt
            agreements,
          o The capital  intensive  nature of  development of the Company's ski
            resorts,
          o Uncertainties associated with obtaining financing for future real
            estate projects and to undertake future capital improvements,
          o Uncertainties regarding the timing and success of our real estate
            development projects and their ultimate impact on our operating
            results,
          o Demand for and costs associated with real estate development, o The
          discretionary nature of consumers' spending for skiing and
            resort real estate,
          o Regional and national economic conditions, o Weather conditions, o
          Natural disasters (such as earthquakes and floods),
          o Availability and terms of paid skier visit insurance coverage, o
          Industry competition, o Governmental regulation and litigation and
          other risks associated
            with expansion and development,
          o The  adequacy  of the  water  supplies  at  each  of the  Company's
            resorts,
<PAGE>

          o Availability of adequate energy supplies for the operation of the
            Company's resorts, including snowmaking operations, and volatility
            in the prices charged for energy and fuel, and
          o The occupancy of leased property and property used pursuant to the
            United States Forest Service permits

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes in information relating to market risk
since the Company's disclosure in Item 7a. of the Company's Annual Report on
Form 10-K for the year ended October 27, 2000 as filed with the Securities and
Exchange Commission.

<PAGE>



                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Each of the Company's resorts has pending and is regularly subject to
litigation, and the threat thereof, with respect to personal injury claims
relating principally to skiing activities at its resorts as well as to premises
and vehicular operations and worker's compensation matters. The Company
maintains liability insurance that the Company considers adequate to insure
claims related to such usual and customary risks associated with the operation
of four-season recreation resorts.

     In connection with the merger with Loon Mountain Recreation Corporation
("LMRC"), certain shareholders of LMRC (the "LMRC Shareholder Plaintiffs") filed
a lawsuit against LMRC and its former directors alleging breach of fiduciary
duty and against the Company alleging that the Company failed to comply with the
New Hampshire Security Takeover Disclosure Act (the "Takeover Statute") in
connection with the transaction. The two lawsuits were consolidated in the
Superior Court of Grafton County, New Hampshire. Prior to the filing of the
lawsuit against the Company, the Company received a "no action" order from the
Bureau of Securities Regulation, New Hampshire Department of State (the
"Bureau") finding that the Takeover Statute was inapplicable to the proposed
merger. The LMRC Shareholder Plaintiffs' initial request for a preliminary
injunction prohibiting the Company (or its affiliates) from proceeding with the
LMRC merger was denied by the court. Before the litigation proceeded further,
and prior to the merger, the parties to the merger agreement amended such
agreement. The Company then obtained an additional order by the Bureau that the
Takeover Statute did not apply to the merger transaction. The Company answered
the LMRC Shareholder Plaintiffs' petition and filed a motion to dismiss the LMRC
Shareholder Plaintiffs' action against the Company asserting that the Takeover
Statute did not apply to the transaction as a matter of law. The court initially
denied the Company's motion to dismiss but granted the motion to dismiss upon
reconsideration. The LMRC Shareholder Plaintiffs appealed the dismissal to the
New Hampshire Supreme Court and oral arguments were originally heard in January
of 2000. A New Hampshire Supreme Court decision was never entered following the
hearing and the court now suffers from a lack of quorum. The LMRC Shareholder
Plaintiffs have moved to disqualify two New Hampshire Supreme Court justices
from deciding the case and the Company expects the case to be scheduled for
reargument following a decision on such motion. Potential remedies under the
Takeover Statute include money damages and rescission of the transaction. While
the Company does not believe the LMRC Shareholder Plaintiffs will prevail in
their actions, no assurances can be made regarding the outcome of these actions.

     The LMRC Shareholder Plaintiffs' breach of fiduciary duty action against
LMRC, Parent and its former directors remains pending and discovery is being
conducted. The Company's Motion for Summary Judgment was denied by the court.
The matter has been consolidated for trial with the Corporation Act case
described below, but a trial date has not yet been set. The LMRC Shareholder
Plaintiffs were given leave by the court to amend their complaint to seek money
damages against the Company, LMRC and its former directors. If the LMRC
Shareholder Plaintiffs are successful in obtaining a judgment against the former
LMRC directors, the Company may have certain obligations to indemnify the former
directors pursuant to the former LMRC by-laws. While the Company does not
believe LMRC Shareholder Plaintiffs will prevail in this lawsuit, no assurances
can be made regarding the outcome of this litigation.

     Also in connection with the merger with LMRC, the LMRC Shareholder
Plaintiffs exercised dissenters' rights under the New Hampshire Business
Corporation Act (the "Corporation Act"). Under the statutory procedure for
settling the LMRC Shareholder Plaintiffs' dissenters' rights, LMRC paid the
plaintiffs an aggregate of $34,436, or $30.61 per share, as its estimate of the
fair value of their 1,125 shares. The LMRC Shareholder Plaintiffs demanded
additional payments necessary to compensate them for the $71.38 per share price,
plus interest, which they asserted as the fair value of their shares. By
disclosure dated March 17, 2000 the LMRC Shareholder Plaintiffs' expert has
revised his opinion of fair value to $91.90 per share. Pursuant to the
Corporation Act, LMRC commenced a proceeding in the Superior Court of Grafton
County, New Hampshire seeking a judicial appraisal of the value of the LMRC
Shareholder Plaintiffs' shares in LMRC. Discovery in the case is pending and the
matter has been consolidated for trial with the fiduciary duty case described
above, but a trial date has not yet been set. While the Company believes that
the amount paid to the LMRC Shareholder Plaintiffs prior to the commencement of
the appraisal proceeding represents the fair value of their shares, there can be
no assurance as to the value which the appraisal proceeding will assign to the
LMRC Shareholder Plaintiffs' 1,125 shares.
<PAGE>

     In 1995, an individual sued the United States Forest Service (the "Forest
Service") in the United States District Court for the District of New Hampshire
(the "District Court") alleging that the Forest Service had violated the
National Environmental Policy Act ("NEPA"), the Clean Water Act ("CWA"), and an
executive order in approving improvements to facilities on Loon Mountain and an
expansion of the Loon Mountain resort on to South Mountain. LMRC and an
environmental group intervened in the lawsuit. The District Court entered
summary judgment for the Forest Service on all claims and the original
plaintiff, along with the intervening environmental group, (collectively or
individually, the "Environmental Plaintiffs") appealed. In December 1996, the
United States Court of Appeals for the First Circuit (the "First Circuit")
reversed the District Court decision and ruled that the Forest Service must
reconsider certain environmental issues under NEPA and that LMRC must obtain a
discharge permit under the CWA for certain discharges from its snowmaking
system. The District Court then entered a stipulated order that: enjoins LMRC
from any further construction implementing the project with certain limited
exceptions; imposes various restrictions on LMRC's existing snowmaking
operations and requires LMRC to apply for a CWA discharge permit for discharges
of water and any pollutants associated with its snowmaking; allows existing
construction to remain in place and existing uses to continue; requires LMRC to
undertake certain erosion control and monitoring measures; requires the Forest
Service to prepare supplemental NEPA documentation on the improvements and
expansion; and reserves the right to require restoration of areas developed
under the original Forest Service approval to their preexisting condition if not
ultimately re-approved by the Forest Service. This order remains in effect until
the supplemental NEPA process is completed. Based on discussions with the Forest
Service, the Company expects final NEPA documentation to be issued during the
second half of 2001. The Company can give no assurance regarding the timing or
outcome of such process.

     The Environmental Plaintiffs also filed a motion asking the District Court
to impose against LMRC a CWA civil penalty of $5,550,125 and attorney's fees and
costs in connection with LMRC's discharges into Loon Pond during its snowmaking
operations for the 1996/97 ski season and prior years. In connection with the
merger with LMRC, the Company obtained a specific insurance policy providing
$4.5 million of coverage (above a $1.2 million deductible) to cover any civil
penalties, fees and costs that the District Court may assess against LMRC. The
discharge at issue involved water transfers from the East Branch of the
Pemigewasset River and drain back from the snowmaking system into Loon Pond. The
District Court dismissed the claim for civil penalties and attorney's fees under
the CWA, and one of the Environmental Plaintiffs appealed to the First Circuit.
The appeal was stayed to permit settlement negotiations, and these negotiations
concluded with the execution of a settlement agreement between the appellant,
LMRC and Loon Realty Corp. effective as of February 22, 2001. In accordance with
the terms of the agreement, the appellant's claims against LMRC were dismissed
on March 14, 2001.

     In 1997, the Environmental Plaintiffs filed a second lawsuit against the
Forest Service in the District Court alleging that the Forest Service violated
NEPA in authorizing LMRC to construct and operate a snowmaking pipeline across
permitted land. LMRC intervened in the lawsuit. The District Court held that the
Forest Service had violated NEPA by failing to consider the potential effects of
an increase in snowmaking capacity. The District Court then enjoined Loon
Mountain from using the pipeline but later modified the injunction to permit
LMRC to use the pipeline provided that, among other things, it does not make
snow in excess of the historic production level utilizing 159.7 million gallons
per ski season. On February 12, 1999, the District Court dismissed the pipeline
litigation and allowed the Forest Service to combine its NEPA analysis of the
pipeline with the pending NEPA analysis of the South Mountain expansion. The
injunction authorizing LMRC to use the pipeline to supply water for making
historical levels of snow remains in place until the additional NEPA
documentation is completed and the Forest Service issues a new decision on the
pipeline, which is currently expected to occur during the second half of 2001.

     Effective February 22, 2001, both Environmental Plaintiffs have entered
into settlement agreements with LMRC, which resolve all issues among them
relating to LMRC's prior operations and current proposal for near term expansion
and upgrading of the Loon Mountain resort. Among other things, these agreements
impose certain restrictions on the operation of the resort and the future
development of certain private land at the resort.

     Killington West, Ltd., formerly known as Bear Mountain, Ltd., ("Killington
West "), filed a breach of contract  lawsuit in the Superior Court of the State
of  California,   San  Bernardino  County,   against   Fibreboard   Corporation
("Fibreboard")  and Bear  Mountain,  Inc.,  a  wholly-owned  subsidiary  of the
Company,  alleging that Fibreboard and Bear Mountain,  Inc.  breached the asset
purchase   agreement  dated  October  6,  1995  (the  "Original  Bear  Mountain
Agreement") among Killington West, Fibreboard and Bear Mountain,  Inc. pursuant
to which Bear  Mountain,  Inc.  acquired  the Bear  Mountain  ski  resort  from
Killington  West.  Killington  West's  lawsuit  concerned an alleged  breach by
<PAGE>

Fibreboard and Bear Mountain, Inc. of a change of control provision in the
Original Bear Mountain Agreement. In connection with the Company's acquisition
of Bear Mountain, Inc. in December 1996, the Company obtained from Fibreboard
indemnification for any claim that might be made by Killington West, and
further, required that $1 million of the purchase price be held in escrow
pending the outcome of any potential disputes with Killington West. Fibreboard
acknowledged its obligation to indemnify Bear Mountain, Inc. with respect to the
Killington West lawsuit and will defend such lawsuit on behalf of Fibreboard and
Bear Mountain, Inc.

ITEM 6. EXHIBITS AND REPORTS ON FORM-8-K

     a. Exhibits

        None.

     b. Reports on Form 8-K

     No reports on Form 8-K were filed during the quarterly period ended April
     27, 2001.


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
Undersigned, thereunto duly authorized.

                                   BOOTH CREEK SKI HOLDINGS, INC.
                                         (Registrant)


                                   By:    /s/ ELIZABETH J. COLE
                                      -----------------------------------------
                                          Elizabeth J. Cole
                                    Executive Vice President and
                                       Chief Financial Officer
                                    (Principal Financial Officer)


                                   By:      /s/ BRIAN J. POPE
                                      -----------------------------------------
                                            Brian J. Pope
                              Vice President of Accounting and Finance
                                   (Principal Accounting Officer)



June 4, 2001