<PAGE>

                       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 June 30, 2001

                                       OR

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

                        Commission file number: 333-42201

                        BEAR ISLAND PAPER COMPANY, L.L.C.
             (Exact name of registrant as specified in its charter)

              Virginia                                        06-0980835
   State or other jurisdiction of                         (I.R.S. Employer
    Incorporation or organization)                     Identification Number)

                              10026 Old Ridge Road
                                   Ashland, VA
                    (Address of Principal Executive Offices)

                                      23005
                                   (Zip Code)

                                 (804) 227-3394
              (Registrant's telephone number, including area code)

             Former Name, Former Address and Former Fiscal Year, if
                    Changed Since Last Report: Not Applicable

         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  and
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
                                                     ---  ---

        Indicate the number of shares outstanding of each of the issuer's
   classes of common stock, as of the latest practicable date: Not Applicable.
<PAGE>

<TABLE>
                                             BEAR ISLAND PAPER COMPANY, L.L.C.
                                                           INDEX


                                                                                                                  Page(s)
 Part I.  Financial Information
<S> <C>
     Item 1   Financial Statements

       Condensed Balance Sheets                                                                                       1

       Condensed Statements of Operations                                                                             2

       Condensed Statements of Cash Flows                                                                             3

       Notes to Condensed Financial Statements                                                                        4


     Item 2

       Management's Discussion and Analysis of Financial Condition and Results of Operations                          6


 Part II.  Other Information

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


 Signatures                                                                                                           9

</TABLE>
<PAGE>

<TABLE>
PART I.  FINANCIAL INFORMATION
ITEM I.  FINANCIAL STATEMENTS
                                             BEAR ISLAND PAPER COMPANY, L.L.C.
                                                 CONDENSED BALANCE SHEETS

<CAPTION>

                                                                                       June 30,          December 31,
                                               ASSETS                                    2001                2000
                                                                                    ----------------   -----------------
                                                                                      (Unaudited)
 Current assets:
<S>                                                                                 <C>                <C>
     Cash and short-term investments                                                $       505,667    $        682,329
     Accounts receivable, net                                                            13,862,578          14,091,885
     Inventories                                                                         14,609,616          12,651,078
     Other current assets                                                                   537,747             492,022
                                                                                    ----------------   -----------------

             Total current assets                                                        29,515,608          27,917,314

 Property, plant and equipment                                                          209,067,349         205,032,041
 Less accumulated depreciation                                                          (37,934,894)        (32,314,191)
                                                                                    ----------------   -----------------

             Net property, plant and equipment                                          171,132,455         172,717,850
                                                                                    ---------------    ----------------

 Deferred financing costs                                                                 5,833,864           6,165,666
                                                                                    ---------------    ----------------

               Total assets                                                         $   206,481,927    $    206,800,830
                                                                                    ================   =================


                                  LIABILITIES AND MEMBER'S EQUITY

 Current liabilities:
     Current portion of long-term debt                                                       58,389              93,494
     Accounts payable and accrued liabilities                                             9,231,773           9,403,405
     Accrued interest payable                                                               970,650           1,034,044
                                                                                    ----------------   -----------------

               Total current liabilities                                                 10,260,812          10,530,943

 Long-term debt                                                                         133,008,276         133,008,276
                                                                                    ----------------   -----------------

               Total liabilities                                                        143,269,088         143,539,219
                                                                                    ----------------   -----------------

 Member's equity:
     Contributed capital                                                                 79,581,074          79,581,074
     Accumulated deficit                                                                (16,368,235)        (16,319,463)
                                                                                    ----------------   -----------------

             Total member's equity                                                       63,212,839          63,261,611
                                                                                    ----------------   -----------------

               Total liabilities and member's equity                                $   206,481,927    $    206,800,830
                                                                                    ================   =================
 See accompanying notes to the condensed financial statements.
</TABLE>


                                                            1
<PAGE>

<TABLE>
                                             BEAR ISLAND PAPER COMPANY, L.L.C.
                                            CONDENSED STATEMENTS OF OPERATIONS
                                                        (UNAUDITED)


<CAPTION>

                                                   Three months ended June 30,           Six months ended June 30,
                                                -----------------------------------  -----------------------------------
                                                       2001               2000              2001               2000

<S>                                             <C>                <C>               <C>                <C>
 Net sales                                      $   32,564,113     $    29,067,286   $    61,887,062    $    56,977,799
 Cost of sales                                      27,025,584          25,675,399        52,629,791         53,170,480
                                                ---------------    ----------------  ----------------   ----------------

             Gross profit                            5,538,529           3,391,887         9,257,271          3,807,319

 Selling, general and administrative expenses:

     Management fees to Brant-Allen                   (310,423)           (276,397)         (588,613)        (1,067,450)
     Other                                             (38,157)            (47,563)         (105,666)           (74,771)
                                                ---------------    ----------------  ----------------   ----------------

             Income from operations                  5,189,949           3,067,927         8,562,992          2,665,098

 Other income (deductions):
     Interest expense                               (3,303,203)         (3,539,425)       (6,717,915)        (7,076,785)
     Other income                                       26,695              51,986            58,295             73,565
                                                ---------------    ----------------  ----------------   ----------------

               Net income (loss)                $    1,913,441     $      (419,512)  $     1,903,372    $    (4,338,122)
                                                ===============    ================  ================   ================

 See accompanying notes to the condensed financial statements.

</TABLE>


                                                              2
<PAGE>

<TABLE>
                          BEAR ISLAND PAPER COMPANY, L.L.C.
                         CONDENSED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)

<CAPTION>


                                                    Six months ended June 30,
                                                -----------------------------------
                                                        2001               2000
 Operating activities:
<S>                                             <C>                <C>
     Net income (loss)                          $     1,903,372    $    (4,338,122)
     Adjustments to reconcile net income
           (loss) to net cash provided by
           operating activities:
       Depreciation and depletion                     5,620,703          5,642,969
       Amortization of deferred financing
         costs                                          331,802            343,257
       Loss on disposal/write-down of
         property, plant and equipment                     -               160,400
     Changes in current assets and liabilities:
       Accounts receivable                              229,307           (625,384)
       Inventory                                     (1,958,538)         1,374,869
       Other current assets                             (45,725)          (602,713)
       Accounts payable and accrued
         liabilities                                   (171,632)           103,248
       Accrued interest payable                         (63,394)             6,378
                                                ----------------   ----------------

             Cash provided by operating
                   activities                         5,845,895          2,064,902
                                                ----------------   ----------------

 Investment activities:
     Purchases of property, plant and
           equipment                                 (4,035,308)        (1,566,352)
                                                ----------------   ----------------

             Net cash used in investing
                   activities                        (4,035,308)        (1,566,352)
                                                ----------------   ----------------

 Financing activities:
     Proceeds from issuance of long-term
           debt                                       1,500,000          4,000,000
     Principal payments on long-term debt            (1,535,105)        (4,414,491)
     Tax distribution to parent                      (1,952,144)        (2,349,247)
     Contributions to capital from parent                --              1,500,000
                                                ----------------   ----------------

             Net cash used in financing
                   activities                        (1,987,249)        (1,263,738)
                                                ----------------   ----------------

             Net decrease in cash and
                   short term investments              (176,662)          (765,188)

 Cash and short-term investments, beginning
       of period                                        682,329            981,199
                                               -----------------  -----------------

               Cash and short-term
                     investments, end of
                     period                     $       505,667    $       216,011
                                                ================   ================

 Noncash financing activities:
     Contributions from Brant-Allen             $          -       $       529,369
                                                ================   ================
</TABLE>


 See accompanying notes to the condensed financial statements.



                                        3
<PAGE>

                        BEAR ISLAND PAPER COMPANY, L.L.C.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   In  the  opinion  of  management,   the  accompanying  condensed  financial
     statements of Bear Island Paper Company, L.L.C. (the "Company") contain all
     adjustments  necessary to present  fairly,  in all material  respects,  the
     Company's  financial position as of June 30, 2001 and December 31, 2000 and
     the Company's  condensed results of operations for the three- and six-month
     periods  ended June 30,  2001 and 2000 as well as the  Company's  condensed
     cash flows for the  six-month  periods  ended June 30,  2001 and 2000.  All
     adjustments are of a normal and recurring nature. These condensed financial
     statements should be read in conjunction with the financial  statements and
     notes thereto  included in the  Company's  2000 Form 10K filed on March 30,
     2001.  The December  31, 2000  balance  sheet data was derived from audited
     financial  statements,  but does not  include all  disclosures  required by
     generally accepted accounting principles.

     The results of  operations  for the  six-month  period  ended June 30, 2001
     should not be regarded as necessarily indicative of the results that may be
     expected for the entire year.


2.   The Company is a wholly owned  subsidiary of Brant-Allen  Industries,  Inc.
     ("Brant-Allen"), a Delaware corporation.

     A component of selling, general and administrative expenses as shown on the
     statements  of operations  includes  aggregate  management  fees charged by
     Brant-Allen.  Prior to April 1, 2000 there were  restrictions on payment of
     the management  fee. During the six months ended June 30, 2000 the Board of
     Directors  of  Brant-Allen  contributed  unpaid  accrued  portions  of  the
     management fee totaling $527,369 to the Company's capital.  This portion of
     the  management  fee was  limited as to  payment in cash by the  Company to
     Brant-Allen  under the restrictive  covenants to the $100 million principal
     amount of 10% Senior Secured Notes due 2007 (the "Notes"). The contribution
     of this accrued  liability had been reflected as an addition to contributed
     capital  in the  accompanying  condensed  balance  sheet at June 30,  2000.
     Effective April 1, 2000, the Company amended this arrangement  reducing the
     management  fee to 1% of net sales less  freight  from 3% of net sales less
     freight and eliminating any restrictions on payment. This had the effect of
     reducing selling,  general and  administrative  expenses by $556,380 during
     the quarter and six-months ended June 30, 2001.

     There are also certain  restrictions on distributions  paid to Brant-Allen.
     Distributions  are  allowed  for a portion  of profits in excess of certain
     amounts.  In addition,  distributions  are allowed for amounts necessary to
     pay for the tax  liabilities  of the members  resulting  from the Company's
     operations.  During the six-months  ended June 30, 2001 $1,952,144 was paid
     to Brant-Allen to pay such tax  liabilities.  In the six-months  ended June
     30, 2000 $2,349,247 was paid to Brant-Allen for such tax liabilities.

3.   No provision for income taxes is required in the financial statements since
     each member of the parent Company is individually liable for any income tax
     that may be payable on the Company's taxable income.


4.   Finished  goods and raw  materials  inventories  are valued at the lower of
     cost or market,  with cost determined on the first-in,  first-out  ("FIFO")
     basis.  Stores  inventories  are  valued  at the lower of  average  cost or
     market.

     Inventories consisted of:

                                      June 30, 2001       December 31, 2000
                                     ---------------      -----------------

          Raw materials              $    1,901,867       $      2,427,336
          Stores                          7,913,269              8,148,930
          Finished goods                  4,794,480              2,074,812
                                     ---------------      -----------------
                                     $   14,609,616       $     12,651,078
                                     ===============      =================


5.   Long-term debt consisted of:

                                             June 30, 2001    December 31, 2000
                                            ----------------  -----------------

     Senior Secured Notes                   $   100,000,000   $    100,000,000

     Term Loan Facility                          18,508,276         18,508,276

     Revolving Credit Facility                   14,500,000         14,500,000

     Long-term purchase obligations                  58,389             93,494
                                            ----------------  -----------------
                                                133,066,665        133,101,770
     Less current portion                            58,389             93,494
                                            ----------------  -----------------
                  Total long-term debt      $   133,008,276   $    133,008,276
                                            ================  =================



                                        4
<PAGE>

                        BEAR ISLAND PAPER COMPANY, L.L.C.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


6.   The Company charged Bear Island Timberlands Company, L.L.C. ("Timberlands")
     an  affiliate  and wholly  owned  subsidiary  of  Brant-Allen,  for certain
     administrative and other expenses.  These charges  approximated  $8,000 and
     $78,000 during the six months ended June 30, 2001 and 2000, respectively.

     The  Company's  receivables  and  payables  with their  affiliates  were as
     follows:



                                              June 30, 2001   December 31, 2000
                                            ----------------  -----------------

     Due from Brant-Allen                   $         8,956   $        36,986
     Due from Newsprint Sales                     1,453,589           157,379
     Due from F.F. Soucy, Inc. and Partners          52,447            11,791
     Due from F.F. Soucy, Inc.                       22,477             5,053
     Due to Timberlands                             370,046           377,028



7.   The  Financial  Accounting  Standards  Board  has  issued  a  new  standard
     affecting the accounting for derivative instruments and hedging activities.
     It requires the Company to recognize  all  derivatives  as either assets or
     liabilities  on the balance  sheet and measure  those  instruments  at fair
     value.  Changes in the fair value of the derivative  instruments are either
     recognized  periodically  in  income  or other  comprehensive  income.  The
     Company  has  implemented  this  standard  effective  January 1, 2001.  The
     implementation of this new standard did not have an effect on the Company's
     results  of  operations  of  financial  position  as  the  Company  has  no
     derivatives.

8.   Certain  prior  year  amounts  in  the  financial   statements   have  been
     reclassified to conform to the current year presentation.




                                        5
<PAGE>

ITEM II.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


The following is  management's  discussion  and analysis of certain  significant
factors  affecting the results of  operations of the Company  during the periods
included in the accompanying  condensed statements of operations and the changes
in the Company's financial condition since December 31, 2000.

General:

The Company  manufactures and is dependent on one product,  newsprint,  which is
used  in  general  printing  and  the  newspaper  publishing  industry  and  for
advertising  circulars.  Accordingly,  demand for newsprint  fluctuates with the
economy,  newspaper  circulation  and  purchases of  advertising  lineage  which
significantly  impacts the Company's selling price of newsprint and,  therefore,
its revenues and  profitability.  In addition,  variation in the balance between
supply and demand as a result of global  capacity  additions  have an increasing
impact on both  selling  prices  and  inventory  levels  in the  North  American
markets. Capacity is typically added in large blocks because of the scale of new
newsprint machines.

As a result,  the newsprint market is highly  cyclical,  depending on changes in
global supply,  demand and inventory levels. These factors  significantly impact
the Company's sales volume and newsprint  prices and,  therefore,  the Company's
revenues  and  profitability.  Given  the  commodity  nature of  newsprint,  the
Company,  like other  suppliers to this market,  has little  influence  over the
timing and extent of price changes. Sales are recognized at the time of shipment
from the Company's mill. However, significant fluctuations in revenue can and do
occur as a result of the timing of shipments  caused by increases  and decreases
in mill inventory levels.


THREE MONTHS ENDED JUNE 30, 2001, COMPARED TO THREE MONTHS ENDED JUNE 30, 2000

Net sales  increased  by $3.5  million,  or 12%, to $32.5  million in the second
quarter of 2001, from $29.0 million in the second quarter of 2000. This increase
was  attributable  to a 13%  increase in the  average  net selling  price of the
Company's  products.  The volume of tonnage sold for the second  quarter of 2001
was 54,962 metric tons ("tonnes")  which was comparable to the second quarter of
2000 volume of 55,354  tonnes.  The  Company's  net selling  price for newsprint
increased to an average of $592 per tonne in the second  quarter of 2001 from an
average of $525 per tonne in the second quarter of 2000.

Cost of sales  increased by $1.4 million,  or 5%, to $27.0 million in the second
quarter of 2001 from $25.6 million in the second quarter of 2000.  This increase
was  attributable  primarily  to a 6% increase in unit  manufacturing  costs per
tonne. The increase in unit  manufacturing  cost per tonne was the result of 46%
increase in energy costs  offset in part by a 19% decrease in fiber costs.  Cost
of sales as a percentage of net sales  decreased to 83% in the second quarter of
2001, from 88% in the second quarter of 2000, due to a net increase in newsprint
selling  prices in the second quarter of 2001 and offset by the increase in unit
costs of manufacturing as noted above.

The Company's  selling,  general and  administrative  expenses were unchanged at
$0.3 million, in the second quarter of 2001 from the second quarter of 2000.

As a result of the above  factors,  income  from  operations  increased  by $2.1
million to $5.2  million in the second  quarter of 2001 from $3.1 million in the
second quarter of 2000.

The Company's interest expense decreased $0.2 million, or 6%, to $3.3 million in
the second  quarter of 2001  compared to $3.5  million in the second  quarter of
2000,  primarily  due to  reductions  in  interest  rates and a decrease  in the
outstanding Revolving Credit Facility.

As a result  of the above  factors,  the  Company  reported  net  income of $1.9
million in the second  quarter of 2001 compared to a net loss of $0.4 million in
the second quarter of 2000.



SIX MONTHS ENDED JUNE 30, 2001, COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

Net sales  increased by $4.9  million,  or 9%, to $61.9 million in the first six
months  of 2001,  from  $57.0  million  in the first  six  months of 2000.  This
increase was  attributable to a 16% increase in the average net selling price of
the  Company's  products  and was offset by a 6%  decrease  in sales  volumes to
approximately 104,900 tonnes in the first six months of 2001, from approximately
112,000  tonnes in the first six months of 2000. The Company's net selling price
for newsprint  increased to an average of $590 per tonne in the first six months
of 2001 from an average of $509 per tonne in the first six months of 2000.

Cost of sales  decreased by $0.6  million,  or 1%, to $52.6 million in the first
six  months of 2001 from $53.2  million  in the first six  months of 2000.  This
decrease was attributable  primarily to the decrease in sales volumes  mentioned
above and was offset by a 6% increase in unit manufacturing costs per tonne. The
increase in unit  manufacturing cost per tonne was a result of a 40% increase in
energy costs and offset in part by an 19% decrease in fiber costs. Cost of sales
as a percentage  of net sales  decreased to 85% in the first six months of 2001,
from 93% in the first six months of 2000,  due to a net  increase  in  newsprint
selling  prices  in the  first  six  months  of 2001 and  offset  in part by the
increase in unit costs of manufacturing as noted above.



                                        6
<PAGE>

The Company's  selling,  general and  administrative  expenses decreased by $0.4
million,  or 36%,  to $0.7  million  in the first  six  months of 2001 from $1.1
million in the first six months of 2000.  This decrease was  attributable to the
200 basis points reduction in the management fee to Brant-Allen. Effective April
1, 2001 the  management  fee to  Brant-Allen  for  administrative  services  was
reduced from 3% to 1%.

As a result of the above  factors,  income  from  operations  increased  by $5.9
million to $8.6 million in the first six months of 2001 from $2.7 million in the
first six months of 2000.

The Company's interest expense decreased $0.3 million, or 4%, to $6.8 million in
the first six months of 2001 compared to $7.1 million in the first six months of
2000,  primarily  due to  reductions  in  interest  rates and a decrease  in the
outstanding Revolving Credit Facility.

As a result of the above  factors,  the  Company  reported  a net income of $1.9
million in the first six months of 2001  compared to net loss of $4.3 million in
the first six months of 2000.


Liquidity and Capital Resources.

The Company's  principal  liquidity  requirements have been for working capital,
capital expenditures and debt service under the Company's loan agreements. These
requirements have been met through cash flows from operations and/or loans under
the Company's Revolving Credit Facility.

The  Company's  cash and  short-term  investments  at June 30,  2001  were  $0.5
million,  representing  a decrease of $0.2 million from $0.7 million at December
31, 2000.  Net cash  provided by operating  activities  was $5.8 million for the
first six months ended June 30, 2001. Cash used in financing activities was $2.0
million  and cash used in  investing  activities  was $4.0  million  for the six
months ended June 30,  2001.  In total,  $7.5 million was used to cover  capital
expenditures of $4.0 million, a tax distribution of $2.0 million and a reduction
in long-term debt including  purchase  obligations of $1.5 million.  The Company
anticipates  that cash  provided from  operations  in the future,  combined with
borrowings  under the  Revolving  Credit  Facility will be sufficient to pay its
operating   expenses,   satisfy   debt-service   obligations  and  fund  capital
expenditures.

In the first six  months of 2001,  the  Company's  cash  provided  by  operating
activities  increased  by 176.2% to $5.8  million from $2.1 million in the first
six months of 2000,  primarily  due to higher  selling  prices of the  Company's
products  and offset in part by lower sales  volumes and higher per unit cost of
sales  resulting  in a net  income  in first  six  months  2001 of $1.9  million
compared to net loss of $4.3 million in the first six months of 2000.

The Company  made capital  expenditures  of $4.0 million and $1.6 million in the
first six  months of 2001 and the first  six  months of 2000,  respectively,  in
connection with upgrading and maintaining its manufacturing facility. Management
anticipates  that the Company's  total capital  expenditures  for the balance of
2001 and 2002 will primarily  relate to maintenance of its newsprint  facilities
and cost reduction projects.

At June 30, 2001, the Company had approximately  $133.1 million of indebtedness,
consisting of borrowings of $14.5 million under the Revolving  Credit  Facility,
$18.5  million  under the Term Loan  Facility,  $100 million under the Notes and
approximately $0.1 million in long term purchase obligations.  At June 30, 2001,
$7.8 million was  available as unused  borrowing  capacity  under the  Revolving
Credit Facility, which is net of $2.7 million of borrowing capacity reserved for
outstanding Letters of Credit.




                                        7
<PAGE>

PART II.  OTHER INFORMATION
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)      No exhibits
(b)      No  reports on Form 8-K have been filed  during the  quarter  for which
this report is filed.



                                        8
<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, there unto duly authorized.



                                           BEAR ISLAND PAPER COMPANY, L.L.C.



                                           By:  /s/ Peter M. Brant
                                              -----------------------------
                                           Peter M. Brant
                                           President, Chairman of the Board and
                                              Chief Executive Officer



                                           By:  /s/ Edward D. Sherrick
                                              -----------------------------
                                           Edward D. Sherrick
                                           Vice President of Finance
                                           (Principal Financial Officer and
                                               Chief Accounting Officer)








                                        9