BOOTH CREEK SKI HOLDINGS INC, 10-Q, 1998-06-15

BOOTH CREEK SKI HOLDINGS INC
10-Q, 1998-06-15
MISCELLANEOUS AMUSEMENT & RECREATION

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<PAGE> 1

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

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

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

FORM 10-Q

<TABLE>
<S> <C>
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MAY 1, 1998 OR

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

COMMISSION FILE NUMBER: 333-26091
</TABLE>

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

<TABLE>
<S> <C>
DELAWARE 84-1359604
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

HIGHWAY 267 AND NORTHSTAR DRIVE
TRUCKEE, CALIFORNIA 96160
(Address of principal executive offices) (Zip Code)
</TABLE>

Registrant's telephone number, including area code (530) 562-1010

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 29, 1998, 1,000 shares of the registrant's common stock were
issued and outstanding.

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<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements........................................ 1
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 9

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings........................................... 18
Item 2. Changes in Securities....................................... 19
Item 3. Defaults Upon Senior Securities............................. 20
Item 4. Submission of Matters to a Vote of Security Holders......... 20
Item 5. Other Information........................................... 20
Item 6. Exhibits and Reports on Form 8-K............................ 21

SIGNATURES..................................................
</TABLE>
<PAGE> 3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

BOOTH CREEK SKI HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
MAY 1, OCTOBER 31,
1998 1997
------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 2,251 $ 462
Accounts receivable, net of allowances of $65 and $35,
respectively........................................... 1,517 1,528
Inventories............................................... 2,438 3,059
Prepaid expenses and other current assets................. 1,333 1,396
-------- --------
Total current assets................................... 7,539 6,445
Property and equipment, net................................. 155,488 123,154
Real estate held for development and sale................... 12,342 11,335
Deferred financing costs, net of accumulated amortization of
$1,393 and $782, respectively............................. 7,034 6,229
Timber rights and other assets.............................. 6,732 7,402
Goodwill, net of accumulated amortization of $3,069 and
$1,953, respectively...................................... 30,735 31,851
-------- --------
Total assets........................................... $219,870 $186,416
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
Senior credit facility.................................... $ 6,419 $ 15,000
Current portion of long-term debt......................... 1,920 947
Accounts payable and accrued liabilities.................. 19,126 17,132
-------- --------
Total current liabilities.............................. 27,465 33,079
Long-term debt.............................................. 137,249 120,380
Other long-term liabilities................................. 184 196
Commitments and contingencies
Preferred stock of subsidiary; 28,000 shares authorized,
23,000 shares issued and outstanding at May 1, 1998
(25,000 shares at October 31, 1997); liquidation
preference and redemption value of $2,889 at May 1,
1998...................................................... 2,889 3,354
Shareholder's equity:
Common stock, $.01 par value; 1,000 shares authorized,
issued and outstanding................................. -- --
Additional paid-in capital................................ 57,000 46,500
Accumulated deficit....................................... (4,917) (17,093)
-------- --------
Total shareholder's equity............................. 52,083 29,407
-------- --------
Total liabilities and shareholder's equity.................. $219,870 $186,416
======== ========
</TABLE>

See accompanying notes.

1
<PAGE> 4

BOOTH CREEK SKI HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
----------------- -------------------
MAY 1, MAY 2, MAY 1, MAY 2,
1998 1997 1998 1997
------ ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenue:
Resort operations..................................... $87,848 $60,469 $48,832 $36,685
Real estate and other................................. -- 450 -- 310
------- ------- ------- -------
Total revenue........................................... 87,848 60,919 48,832 36,995
Operating expenses:
Cost of sales -- resort operations.................... 48,571 36,105 25,718 20,735
Cost of sales -- real estate and other................ -- 378 -- 255
Depreciation and depletion............................ 6,642 4,427 3,613 2,924
Amortization of goodwill.............................. 1,116 697 552 429
Selling, general and administrative expense........... 8,490 6,518 5,053 4,291
Management fees and corporate expenses................ 1,764 827 1,252 521
------- ------- ------- -------
Total operating expenses................................ 66,583 48,952 36,188 29,155
------- ------- ------- -------
Operating income........................................ 21,265 11,967 12,644 7,840
Other income (expense):
Interest expense...................................... (8,347) (5,163) (4,260) (3,202)
Amortization of deferred financing costs.............. (611) (1,196) (332) (594)
Interest and other income............................. 7 55 7 41
------- ------- ------- -------
Other income (expense), net........................... (8,951) (6,304) (4,585) (3,755)
------- ------- ------- -------
Income before income taxes.............................. 12,314 5,663 8,059 4,085
Income tax expense...................................... -- (1,416) -- (942)
------- ------- ------- -------
Income before minority interest and extraordinary
item.................................................. 12,314 4,247 8,059 3,143
Minority interest....................................... (138) (87) (68) (72)
------- ------- ------- -------
Income before extraordinary item........................ 12,176 4,160 7,991 3,071
Extraordinary loss on early retirement of debt (net of
applicable income taxes of $666)...................... -- (1,998) -- (1,998)
------- ------- ------- -------
Net income.............................................. $12,176 $ 2,162 $ 7,991 $ 1,073
======= ======= ======= =======
</TABLE>

See accompanying notes.

2
<PAGE> 5

BOOTH CREEK SKI HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
SIX MONTHS ENDED MAY 1, 1998 (UNAUDITED)
AND THE YEAR ENDED OCTOBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
NOTE
COMMON STOCK ADDITIONAL RECEIVABLE
---------------- PAID-IN FROM ACCUMULATED
SHARES AMOUNT CAPITAL SHAREHOLDER DEFICIT TOTAL
------ ------ ---------- ----------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Initial capitalization and balance
at October 31, 1996............... 1,000 $-- $ 2 $(2) $ -- $ --
Payment received on shareholder note
receivable........................ -- -- -- 2 -- 2
Capital contributions............... -- -- 46,498 -- -- 46,498
Net loss............................ -- -- -- -- (17,093) (17,093)
----- -- ------- --- -------- --------
Balance at October 31, 1997......... 1,000 -- 46,500 -- (17,093) 29,407
Capital contributions............... -- -- 10,500 -- -- 10,500
Net income.......................... -- -- -- -- 12,176 12,176
----- -- ------- --- -------- --------
Balance at May 1, 1998.............. 1,000 $-- $57,000 $-- $ (4,917) $ 52,083
===== === ======= === ======== ========
</TABLE>

See accompanying notes.

3
<PAGE> 6

BOOTH CREEK SKI HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------------
MAY 1, 1998 MAY 2, 1997
----------- -----------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................. $ 12,176 $ 2,162
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and depletion................................ 6,642 4,427
Amortization of goodwill.................................. 1,116 697
Noncash cost of real estate sales......................... -- 349
Amortization of deferred financing costs.................. 611 1,196
Deferred income tax expense............................... -- 1,416
Minority interest......................................... 138 87
Extraordinary loss on early retirement of debt............ -- 1,998
Changes in operating assets and liabilities:
Accounts receivable.................................... 335 (426)
Inventories............................................ 1,146 1,020
Prepaid expenses and other current assets.............. 176 900
Accounts payable and accrued liabilities............... 56 (205)
Other long-term liabilities............................ (12) --
-------- ---------
Net cash provided by operating activities................... 22,384 13,621
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of ski resorts, net of cash acquired............ (29,944) (142,062)
Capital expenditures for property and equipment............. (6,438) (2,416)
Expenditures for real estate and other assets............... 572 (142)
-------- ---------
Net cash used in investing activities....................... (35,810) (144,620)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of senior credit facility........................ (8,581) --
Proceeds of long-term debt.................................. 17,500 216,000
Principal payments of long-term debt........................ (2,185) (112,980)
Deferred financing costs.................................... (1,416) (9,805)
Purchase of preferred stock of subsidiary and payment of
dividends................................................. (603) --
Payment received on shareholder note receivable............. -- 2
Capital contributions....................................... 10,500 46,498
-------- ---------
Net cash provided by financing activities................... 15,215 139,715
-------- ---------
Increase in cash............................................ 1,789 8,716
Cash at beginning of period................................. 462 --
-------- ---------
Cash at end of period....................................... $ 2,251 $ 8,716
======== =========
</TABLE>

See accompanying notes.

4
<PAGE> 7

BOOTH CREEK SKI HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 1, 1998

1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Booth Creek Ski Holdings, Inc. ("Booth Creek") was organized on October 8,
1996 in the State of Delaware for the purpose of acquiring and operating various
ski resorts, including Northstar-at-Tahoe ("Northstar"), Sierra-at-Tahoe
("Sierra"), Bear Mountain, Waterville Valley, Mt. Cranmore, the Summit at
Snoqualmie Pass (the "Summit" -- formerly Snoqualmie Pass), Grand Targhee and
Loon Mountain.

The consolidated financial statements include the accounts of Booth Creek
and its subsidiaries (collectively referred to as the "Company"), all of which
are wholly-owned except for Ski Lifts, Inc. (the owner and operator of the
Summit), which has shares of preferred stock owned by a third party. 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 May 1, 1998 and
for the three and six month periods ended May 1, 1998 and May 2, 1997 are
unaudited, but include all adjustments (consisting only of normal, recurring
adjustments) which, in the opinion of management of the Company, are considered
necessary for a fair presentation of the Company's financial position at May 1,
1998, and its operating results and cash flows for the three and six month
periods ended May 1, 1998 and May 2, 1997. Due to the highly seasonal nature of
the Company's business and the effect of acquisitions (Note 2), 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 ("GAAP") have been omitted pursuant to GAAP applicable for interim
periods. Management believes that the disclosures made are adequate to make the
information presented not misleading.

REPORTING PERIODS

The Company's reporting periods end on the Friday closest to the end of
each month.

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 results.

2. ACQUISITIONS

1997 ACQUISITIONS

During the year ended October 31, 1997, the Company made the following
acquisitions (the "1997 Acquisitions"), which have been included in the
accompanying statements of operations since the effective dates of such
acquisitions, and accounted for using the purchase method.

<TABLE>
<CAPTION>
RESORT ACQUISITION DATE
------ ----------------
<S> <C>
Waterville Valley......................................... November 27, 1996
Mt. Cranmore.............................................. November 27, 1996
Northstar................................................. December 3, 1996
Sierra.................................................... December 3, 1996
Bear Mountain............................................. December 3, 1996
The Summit................................................ January 15, 1997
Grand Targhee............................................. March 18, 1997
</TABLE>

5
<PAGE> 8
BOOTH CREEK SKI HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. ACQUISITIONS (CONTINUED)

LOON MOUNTAIN ACQUISITION

On February 26, 1998, the Company acquired Loon Mountain Recreation
Corporation ("LMRC"), the owner and operator of the Loon Mountain ski resort
located in New Hampshire. The acquisition of LMRC (the "Loon Mountain
Acquisition") was effected pursuant to an Agreement and Plan of Merger, dated
September 18, 1997, as amended as of December 22, 1997, by and among the
Company, as assignee of Parent, LMRC Acquisition Corp. and LMRC.

The aggregate net purchase price for the Loon Mountain Acquisition,
determined through negotiations between the Company and LMRC, was approximately
$29.9 million (including the assumption of debt which was repaid in connection
with the acquisition and acquisition costs). The Loon Mountain Acquisition was
financed through (i) proceeds from the offering at par of $17,500,000 aggregate
principal amount of the Company's 12.5% Series C Senior Notes due 2007 (see Note
4), issued under the Indenture, dated as of March 18, 1997, as amended and
supplemented among the Company, the Guarantors named therein, and the trustee,
(ii) a capital contribution of $10.5 million to the Company by Parent (the
"Equity Financing"), and (iii) available cash on hand and borrowings under the
Company's Amended and Restated Credit Agreement dated March 18, 1997, as amended
(the "Senior Credit Facility").

PRO FORMA FINANCIAL INFORMATION

The following table represents unaudited pro forma financial information
which presents the Company's consolidated results of operations for the six
month periods ended May 1, 1998 and May 2, 1997 as if the 1997 Acquisitions,
Loon Mountain Acquisition and related financing transactions occurred on
November 1, 1996.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------------
MAY 1, 1998 MAY 2, 1997
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Statement of operations data:
Revenue............................................. $98,487 $84,713
Operating income.................................... $24,917 $12,077
Net income.......................................... $15,023 $ 3,041
Other data:
EBITDA.............................................. $33,469 $20,606
Noncash cost of real estate and other............... $ -- $ 482
</TABLE>

EBITDA represents income from operations before depreciation, depletion and
amortization expense and the noncash cost of real estate sales.

The pro forma information does not purport to be indicative of results that
actually would have occurred had the acquisitions been made on the dates
indicated or of results which may occur in the future.

6
<PAGE> 9
BOOTH CREEK SKI HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following at May 1,
1998 and October 31, 1997:

<TABLE>
<CAPTION>
MAY 1, OCTOBER 31,
1998 1997
------ -----------
(IN THOUSANDS)
<S> <C> <C>
Accounts payable.......................................... $10,079 $ 7,618
Accrued compensation and benefits......................... 2,695 1,575
Taxes other than income................................... 903 545
Unearned income and deposits.............................. 906 3,341
Interest.................................................. 2,184 2,027
Other..................................................... 2,359 2,026
------- -------
$19,126 $17,132
======= =======
</TABLE>

4. FINANCING ARRANGEMENTS

SENIOR CREDIT FACILITY

Effective February 26, 1998, the borrowing availability under the Senior
Credit Facility was increased to $25 million (the "Senior Credit Facility
Amendment"). The Senior Credit Facility requires that the Company not have
borrowings thereunder in excess of $6.0 million between February 15 and two
business days preceding March 15 of each year, have no borrowings on the
business day preceding March 15 of each year and cannot have borrowings in
excess of $6.0 million between March 15 and April 15 of each year ($7.5 million
between March 15, 1998 and April 15, 1998). Total borrowings outstanding under
the Senior Credit Facility at May 1, 1998 were approximately $6.4 million, which
bore interest at 8.5%.

LONG-TERM DEBT

At May 1, 1998, $116 million of the Company's 12.5% Series B Senior Notes
due 2007 (the "Series B Notes") were outstanding. The Series B Notes mature on
March 15, 2007, and bear interest at 12.5% payable semiannually on each March 15
and September 15.

On February 26, 1998, the Company consummated an offering (the "Offering")
of $17.5 million of its 12.5% Series C Senior Notes (the "Series C Notes" and
together with the Series B Notes, the "Notes"). The net proceeds of the
Offering, the $10.5 million Equity Financing, and available cash on hand and
borrowings under the Senior Credit Facility, were used to finance the Loon
Mountain Acquisition (Note 2). The Series B Notes and Series C Notes are
identical in all respects other than issue dates and the date from which
interest accrues and except that the Series C Notes are subject to certain
transfer restrictions.

Prior to the consummation of the Loon Mountain Acquisition, the Company
solicited consents from the holders of its Series B Notes to, among other
things, (i) permit the Offering, (ii) permit the consummation of the Senior
Credit Facility Amendment, (iii) modify the definitions of "Change of Control"
and "Restricted Subsidiary" in the Indenture, and (iv) make minor modifications
to certain other Indenture provisions. On February 20, 1998, the Company
received sufficient consents to effect such actions and entered into a
supplemental indenture modifying the Indenture, which became effective on
February 26, 1998, upon the consummation of the Loon Mountain Acquisition and
Equity Financing.

The 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) 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 the Real Estate LLC. Each
Guarantee is effectively subordinated to all secured indebtedness of such
Guarantor.

7
<PAGE> 10
BOOTH CREEK SKI HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. FINANCING ARRANGEMENTS (CONTINUED)
The 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 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 Notes are
structurally subordinated to any indebtedness of the Company's subsidiaries that
are not Guarantors. The Guarantors are wholly-owned subsidiaries of Booth Creek
and have fully and unconditionally guaranteed the Notes on a joint and several
basis. Booth Creek is a holding company and has no operations, assets or cash
flows separate from its investments in its subsidiaries. In addition, the
assets, equity, income and cash flow of the Real Estate LLC, Booth Creek's only
non-guarantor subsidiary, are inconsequential and the common stock of the Real
Estate LLC is entirely owned by 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.

For the six months ended May 1, 1998 the Company entered into long-term
debt and capital lease obligations of approximately $2.5 million for the
purchase of equipment.

5. INCOME TAXES

During the year ended October 31, 1997, the Company recorded tax benefits
for current operating losses to the extent of recorded deferred tax liabilities.
Due to the Company's lack of profitable history, the tax benefits of excess
operating losses were fully offset by a valuation reserve. Similarly, no federal
income tax provision is expected for the year ended October 30, 1998 due to
continued operating losses. Accordingly, during the three and six month periods
ended May 1, 1998, no federal income tax provision has been provided.

Based on preliminary purchase price allocations for the 1997 Acquisitions
as described in Note 2, deferred tax liabilities of approximately $4.4 million
were recorded in the preliminary opening balance sheets. This resulted in an
expected effective income tax rate of approximately 25%, which was used by the
Company in preparing its consolidated financial statements for the three and six
month periods ended May 2, 1997. Final purchase price allocations, primarily for
the Summit acquisition, resulted in less value being assigned to property and
equipment, more to goodwill and a corresponding reduction in the original
deferred tax liabilities. Accordingly, the actual income tax rate for the year
ended October 31, 1997 was 10.8%, and was adjusted for in the fourth quarter of
1997 on a catch-up basis as a change in estimate.

8
<PAGE> 11

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

The discussion and analysis below relates to the historical financial
statements and historical and pro forma results of operations of the Company and
the liquidity and capital resources of the Company. The following discussion
should be read in conjunction with the consolidated financial statements and
related notes thereto included elsewhere in this report.

Except for historical matters, the matters discussed in Part I, Item 2.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" are forward-looking statements that involve risks and uncertainties.
Forward-looking statements are based on management's current views and
assumptions and involve risks and uncertainties that could significantly affect
expected results. The Company wishes to caution the reader that certain factors
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: regional and national economic conditions, the
successful or unsuccessful integration of acquired businesses, weather
conditions, natural disasters (such as earthquakes), industry competition and
governmental regulation and risks associated with expansion, leased property and
property used pursuant to the United States Forest Service permits.

GENERAL

The Company's ski operations are highly sensitive to regional 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 the Company's 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 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 112, 159, 161, and 103 days, respectively,
during each of the last six ski seasons. The Company's Northstar, Sierra, Summit
and Grand Targhee resorts are less weather-sensitive based on their historical
natural snowfall, averaging approximately 286, 470, 379, and 528 inches of snow,
respectively, per year from the 1991/92 through the 1996/97 ski seasons. As a
result of their historic natural snowfall, their snowmaking capabilities are
considerably less extensive than at Bear Mountain, Waterville Valley, Loon
Mountain or Mt. Cranmore.

The Company's results of operations are also highly dependent on its
ability to compete in each of the large regional ski markets in which it
operates. At Northstar and Sierra, more than 80% of the 1996/97 ski season total
skier days were attributable to residents of the San Francisco, Sacramento and
Central California Valley regions. At Bear Mountain, more than 95% of the
1996/97 ski season total skier days were attributable to residents of the Los
Angeles and San Diego metropolitan regions. At Waterville Valley and Mt.
Cranmore, more than 79% of the 1996/97 ski season total skier days were
attributable to residents of the Boston metropolitan area and southern New
Hampshire. At the Summit, the Company estimates that more than 95% of the
1996/97 ski season total skier days were attributable to residents of the
Seattle/Tacoma metropolitan region. The Company's Grand Targhee resort attracts
approximately 62% of its skiers from outside its local skiing population.

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.

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

9
<PAGE> 12

based upon skier days and other seasonal factors. With the exception of certain
management, marketing and maintenance personnel, all of the Company's employees
are compensated on an hourly basis.

RESULTS OF OPERATIONS OF THE COMPANY

Historical Six Months Ended May 1, 1998 as Compared to the Historical Six
Months Ended May 2, 1997

The Company was formed October 8, 1996. Since inception, the Company made
the following acquisitions which are included in the results of operations of
the Company from the respective purchase dates and were accounted for using the
purchase method:

Total revenue for the six months ended May 1, 1998 was $87,848,000 an
increase of $26,929,000 or 44.2%, over the Company's revenues for the six months
ended May 2, 1997. Due to the timing of the acquisitions, the 1997 period does
not reflect a full period of operating revenues for the resorts, which accounts
for a significant part of the increase. The increase in revenue is also due to
more typical weather conditions in the Lake Tahoe region in the current period
than during the comparable period in the 1996/97 ski season, which resulted in
increased revenues at Sierra and Northstar of 67.8% and 28.1%, respectively.
During the 1996/97 ski season, revenue was negatively impacted by a mudslide
which shut down the highway which provides primary access to Sierra and poor
weather conditions during the Christmas holiday period at many of the Company's
other resorts. Paid skier visits at Sierra and Northstar increased by 60.3% and
19.6% or approximately 114,000 and 78,000 respectively, in the 1998 period as
compared to the 1997 period.

Total operating expenses for the six months ended May 1, 1998 were
$66,583,000, an increase of $17,631,000 or 36.0%, over the Company's total
operating expenses for the six months ended May 2, 1997. Due to the timing of
the acquisitions, the 1997 period does not reflect a full period of operating
expenses for the resorts, which accounts for a significant part of the increase.
Payroll related costs, the single largest component of operating expenses, was
approximately $25,371,000 for the six months ended May 1, 1998, as compared to
$17,571,000 for the 1997 period.

Interest expense for the six months ended May 1, 1998 totaled $8,347,000 an
increase of $3,184,000 over the Company's interest expense for the six months
ended May 2, 1997, reflecting generally higher levels of borrowings and higher
interest rates in the 1998 period.

During the year ended October 31, 1997, the Company recorded tax benefits
for current operating losses to the extent of recorded deferred tax liabilities.
Due to the Company's lack of profitable history, the tax benefits of excess
operating losses were fully offset by a valuation reserve. Similarly, no federal
income tax provision is expected for the year ended October 30, 1998 due to
continued operating losses. Accordingly, during the six months ended May 1,
1998, no federal income tax provision has been provided.

For the six months ended May 2, 1997, income taxes were based on
preliminary purchase price allocations for the Company's acquisitions of the
resorts. Deferred tax liabilities of approximately $4.4 million were recorded in
the preliminary opening balance sheets. This resulted in an expected income tax
benefit rate of approximately 25%, which was used by the Company in preparing
its financial statements through the third quarter of 1997. Final purchase
allocations, primarily for the Summit acquisition, resulted in less value being
assigned to fixed assets, more to goodwill and a corresponding reduction in the
original deferred tax liabilities.

10
<PAGE> 13

Accordingly, the actual income tax benefit rate for the year ended October 31,
1997 was 10.8%, and was adjusted for in the fourth quarter on a catch-up basis
as a change in estimate.

Historical Three Months Ended May 1, 1998 as Compared to the Historical Three
Months Ended May 2, 1997

Total revenue for the three months ended May 1, 1998 was $48,832,000, an
increase of $11,837,000 or 32.0%, over the Company's revenues for the three
months ended May 2, 1997. A significant portion of the increase is due to the
timing of the Grand Targhee and Loon Mountain acquisitions. Bear Mountain,
Sierra, and Northstar generated increased revenues in the 1998 period of 48%,
41%, and 16%, respectively, due primarily to paid skier day increases of 42%,
34% and 11%, respectively. The improved paid skier days is partially the result
of the extended ski season at Bear Mountain, Sierra and Northstar as compared to
the prior year.

Total operating expenses for the three months ended May 1, 1998 were
$36,188,000, an increase of $7,033,000 or 24.1%, over the Company's total
operating expenses for the three months ended May 2, 1997. A significant portion
of the increase is due to the timing of the Grand Targhee and Loon Mountain
acquisitions. Payroll related costs were $14,011,000 for the three months ended
May 1, 1998, as compared to $10,726,000 for the 1997 period.

Interest expense for the three months ended May 1, 1998 totaled $4,260,000,
an increase of $1,058,000 over the level of interest expense for the comparable
1997 period, reflecting generally higher levels of borrowings and higher
interest rates in the 1998 period.

During the year ended October 31, 1997, the Company recorded tax benefits
for current operating losses to the extent of recorded deferred tax liabilities.
Due to the Company's lack of profitable history, the tax benefits of excess
operating losses were fully offset by a valuation reserve. Similarly, no federal
income tax provision is expected for the year ended October 30, 1998 due to
continued operating losses. Accordingly, during the three months ended May 1,
1998, no federal income tax provision has been provided.

For the three months ended May 2, 1997, income taxes were based on
preliminary purchase price allocations for the Company's acquisitions of the
resorts. Deferred tax liabilities of approximately $4.4 million were recorded in
the preliminary opening balance sheets. This resulted in an expected income tax
benefit rate of approximately 25%, which was used by the Company in preparing
its financial statements through the third quarter of 1997. Final purchase price
allocations, primarily for the Summit acquisition, resulted in less value being
assigned to fixed assets, more to goodwill and a corresponding reduction in the
original deferred tax liabilities. Accordingly, the actual income tax benefit
rate for the year ended October 31, 1997 was 10.8%, and was adjusted for in the
fourth quarter on a catch-up basis as a change in estimate.

Pro Forma Six Months Ended May 1, 1998 as Compared to the Pro Forma Six Months
Ended May 2, 1997

The following unaudited pro forma results of operations of the Company for
the six months ended May 1, 1998 and May 2, 1997 assume that all the resort
acquisitions (including the Loon Mountain Acquisition) and related financings
had occurred on November 1, 1996. These unaudited pro forma results of
operations are not

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<PAGE> 14

necessarily indicative of the actual results of operations that would have been
achieved nor are they necessarily indicative of future results of operations.

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
SIX MONTHS ENDED SIX MONTHS ENDED
MAY 1, 1998 MAY 2, 1997
---------------- ----------------
(IN THOUSANDS)
<S> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue:
Resort operations.................................... $98,487 $83,959
Real estate and other................................ -- 754
------- -------
98,487 84,713
Operating expenses:
Resort operations.................................... 65,018 64,050
Cost of sales -- real estate and other............... -- 539
Depreciation, depletion and amortization............... 8,552 8,047
------- -------
Operating income....................................... 24,917 12,077
Interest expense, net.................................. 9,756 8,510
------- -------
Pre-tax income......................................... 15,161 3,567
Income tax expense..................................... -- 385
------- -------
Income before minority interest........................ 15,161 3,182
Minority interest...................................... 138 141
------- -------
Net income............................................. $15,023 $ 3,041
======= =======
OTHER DATA:
EBITDA................................................. $33,469 $20,606
Noncash cost of real estate sales...................... $ -- $ 482
</TABLE>

Total pro forma revenues for the six months ended May 1, 1998 would have
been $98,487,000 an increase of $13,774,000 or 16.3% over the comparable period
in 1997. Sierra, Northstar, Grand Targhee, Bear Mountain and Waterville Valley
generated increased revenues in the 1998 period of 65.0%, 25.3%, 15.3%, 13.6%,
and 8.0%, respectively, due primarily to paid skier day increases. The increase
in revenue is primarily due to more typical weather conditions in the Lake Tahoe
region in the current period than during the comparable period in the 1996/97
ski season. Paid skier visits would have increased 9.5%, or approximately
166,000, in the 1998 period as compared to the 1997 period primarily due to
improved weather conditions during the holiday periods which allowed travelers
to reach the Company's resorts. During the 1996/97 ski season, revenues were
negatively impacted by a mudslide which shut down the highway which provides
primary access to Sierra and poor weather conditions during the holiday period
at many of the Company's other resorts. The Company had no sales of real estate
during the six months ended May 1, 1998, as compared to $754,000 in the
comparable 1997 pro forma period.

Pro forma resort operating expenses, excluding depreciation, depletion and
amortization for the six months ended May 1, 1998 would have been $65,018,000,
an increase of $968,000, or 1.5%, over the comparable period in 1997. Pro forma
payroll related costs would have been $27,821,000, an increase of $1,357,000 or
5.1%, over the comparable 1997 period. The increase in pro forma payroll related
costs was due primarily to higher seasonal employment at Northstar and Sierra
due to the improved operating conditions and extended season.

Pro forma depreciation, depletion and amortization for the pro forma six
month period ended May 1, 1998 was $8,552,000. The increase of $505,000 or 6.3%
over the 1997 period was due to higher average asset balances in the 1998
period.

Net interest expense for the pro forma six months ended May 1, 1998 would
have totaled $9,756,000, an increase of $1,246,000 or 14.6% from the comparable
period in 1997. The increase was due to interest expense

12
<PAGE> 15

on borrowings under the Senior Credit Facility used to fund capital
expenditures, maintenance activities and normal seasonal working capital
requirements in the off-season period of 1997.

Income tax expense for the pro forma six months ended May 2, 1997 of
$385,000 reflects the effective tax rate of 10.8% utilized for the year ended
October 31, 1997. As it was assumed that the effective rate for the year ended
October 30, 1998 will be zero, no additional income tax expense was recorded
during the pro forma six month period ended May 1, 1998.

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 flow from operations and
borrowings 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 currently provides for borrowing
availability of up to $25 million during the term of such facility. The Senior
Credit Facility requires that the Company not have borrowings thereunder in
excess of $6.0 million between February 15 and two business days preceding March
15 of each year, have no borrowings on the business day preceding March 15 of
each year and not have borrowings in excess of $6.0 million between March 15 and
April 15 of each year ($7.5 million between March 15, 1998 and April 15, 1998).
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 October, to fund capital expenditures for lifts, trail work, grooming
equipment and other on-mountain equipment and facilities and to build retail and
other inventories prior to the start of the skiing season and for other cash
requirements.

While the Company's ski resorts typically generate significant amounts of
cash during the ski season, the Company had working capital deficits of $26.6
million and $19.9 million as of October 31, 1997 and May 1, 1998, respectively,
which will negatively affect liquidity during the remainder of 1998.

During the year ended October 31, 1997 the Company generated $1.6 million
of cash provided by operating activities. The cash used in investing activities
for the same period totaled $152.7 million, representing primarily the
acquisition of ski resorts and various capital expenditures. Such expenditures
were funded through capital contributions and long-term debt borrowings, which
were the primary components of cash provided by financing activities of $151.6
million during the year ended October 31, 1997.

The Company generated cash provided by operating activities of $22.4
million for the six months ended May 1, 1998 as compared to $13.6 million for
the six months ended May 2, 1997. This increase is due to the significantly
improved operating results in the 1998 period, the inclusion of all resorts for
the full period in 1998 (except for Loon Mountain which has been included in
1998 operations since February 26, 1998) and the timing of payments of accounts
payable.

Cash used in investing activities totaled $35.8 million and $144.6 million
for the six months ended May 1, 1998 and May 2, 1997, respectively. The results
for the 1998 period reflect primarily capital expenditures and the Loon Mountain
Acquisition, whereas the results for the 1997 period include $142.1 million of
cash used for the acquisition of ski resorts.

Cash provided by financing activities totaled $15.2 million and $139.7
million for the six months ended May 1, 1998 and May 2, 1997, respectively. The
results for the 1998 period reflect net borrowings and receipt of additional
capital contributions to fund the Loon Mountain Acquisition. The results for the
1997 period reflect borrowings on long-term debt and capital contributions used
to fund the ski resort acquisitions.

The Company's capital expenditures for the year ended October 31, 1997 and
the six months ended May 1, 1998 were approximately $9.5 million and $6.4
million, respectively, and were funded by cash provided by operating activities
and borrowings under the Senior Credit Facility. Management anticipates that
annual capital expenditures in each of fiscal 1998 and 1999 will be
approximately $8.0 million to $10.0 million for resort maintenance and safety
and for resort upgrades that management deems appropriate. The Company

13
<PAGE> 16

plans to fund these capital expenditures from available operating cash flows,
vendor financing to the extent permitted under the Senior Credit Facility and
the Indenture and borrowings under the Senior Credit Facility.

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 will enhance ski-related revenues and will
contribute independently to earnings. In addition, with respect to significant
development projects, the Company anticipates entering into joint venture
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 these 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.

The Company's liquidity will 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.
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.

In addition, the Senior Credit Facility and the Indenture each contain
covenants that significantly limit the Company's ability to obtain additional
sources of capital and may affect the Company's liquidity. These covenants
restrict 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.

The Company currently has approximately $133.5 million of Notes outstanding
which will result in annual cash interest requirements of approximately $16.7
million. The Company expects that cash generated from operations, together with
borrowing availability, will be adequate to fund the interest requirements on
the Notes and the Company's other capital needs. However, any decline in the
Company's expected operating performance could have a material adverse effect on
the Company's liquidity. In such case, the Company could be required to attempt
to refinance all or a portion of its existing debt, sell assets or obtain
additional financing.

Management believes that the Company's cash flow from operations and
borrowings available under the Senior Credit Facility will be sufficient to
enable the Company to meet all of its cash operating and debt service
requirements over the next twelve months.

The Company is currently in the process of evaluating its software and
hardware for Year 2000 compliance. Although a final assessment has not been
completed, the Company believes that the costs to be incurred will not be
material to the overall presentation of the consolidated financial statements.

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. During the
off-season months

14
<PAGE> 17

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 improvement
in preparation for the ensuing ski season.

REGULATION AND LEGISLATION

The Company's operations are dependent upon its ownership or control over
the real estate constituting each resort. The real property presently used at
the Northstar and Mt. Cranmore resorts is owned by the Company. The Company has
the right to use a substantial portion of the real property associated with the
Bear Mountain, Sierra, the Summit, Grand Targhee and Waterville Valley resorts
under the terms of special use permits issued by the United States Forest
Service (the "Forest Service" or the "USFS"). The special use permits for the
Bear Mountain, Sierra, Waterville Valley, the Summit and Grand Targhee resorts
were reissued at the time of the Company's acquisition of such resorts, with the
Bear Mountain permit expiring in 2020, the Sierra permit expiring in 2008, the
Waterville Valley permit expiring in 2034, the Summit permit expiring in 2032
and the Grand Targhee permit expiring in 2034.

A substantial portion of the real property associated with the Loon
Mountain resort is likewise used under Forest Service permits. In 1993, the
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 overturned this authorization on the
ground that the Forest Service had failed to properly address certain
environmental issues under the National Environmental Policy Act ("NEPA").
Certain improvements 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 entered a stipulated order which authorizes existing
improvements to remain in place and existing operations to continue but
generally prohibits future construction, restricts use of a major snowmaking
water source, and requires certain water discharge permits to be pursued,
pending Forest Service reconsideration of the projects under NEPA. See Part II
- -- Item 1 for a further discussion.

Existing use of Loon Mountain is authorized under a term permit, which
covers facilities and expires in 2006, and a supplemental permit, which covers
the balance of Loon Mountain; existing, non-skiing, use of South Mountain is
authorized under an annual permit which expires in February 1999, but is
expected to be reissued. After the Forest Service reconsiders the improvements
and expansion under NEPA, it will need to render a new decision and, if
appropriate, issue a new permit. At that time, the District Court order 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 improvements and expansion
will be approved by the Forest Service. However, no assurance can be given
regarding the timing or outcome of this process.

In August 1997, the Forest Service authorized the Loon Mountain resort to
construct a new snowmaking pipeline across permitted land. The Forest Service
found that such construction is consistent with the District Court order and
will enable the resort to modify its snowmaking operations to better protect
water resources and replace snowmaking capacity lost under the order. Although
the pipeline has been completed, its use has been challenged by private parties
who assert that the Forest Service violated NEPA. On January 20, 1998, the
United States District Court for the District of New Hampshire issued a decision
finding that the 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. The Company expects the pipeline to be
reapproved upon its reconsideration under NEPA by the Forest Service. However,
no assurances can be given regarding the timing or outcome of this process. See
Part II -- Item I for a further discussion.

The Forest Service has the right to approve the location, design and
construction of improvements in the permit area and many operational matters.
Under the permits, the Company is required to pay fees to the Forest Service.
Under recently enacted legislation, retroactively effective to the 1995/96 ski
season, the fees range from 1.5% to approximately 4.0% of certain revenues, with
the rate generally rising with increased revenues. However, through fiscal 1998,
the Company is required to pay the greater of (i) the fees due under the new
legislation and (ii) the fees actually paid for the 1994/95 ski season, unless
gross revenue in a ski

15
<PAGE> 18

season falls more than 10% below that of the 1994/95 ski season, in which case
the fees due are calculated solely under the new legislation. The calculation of
gross revenues includes, among other things, lift tickets, ski school lessons,
food and beverages, rental equipment and retail merchandise revenues. Total fees
paid to the Forest Service by the Company during the year ended October 31, 1997
were approximately $665,000. The new legislation is not expected to have a
material effect on fees payable in future periods.

The Company believes that its relations with the Forest Service are good,
and, to the best of its knowledge, no special use permit for any major ski
resort has ever been terminated by the Forest Service. Prior to permit
termination, the USFS 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.

REGULATORY MATTERS

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. 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 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 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 adversely affect operations.

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. However, at
Grand Targhee, the Wyoming Department of Environmental Quality (the "DEQ") has
issued a Notice of Violation of state water pollution requirements based on
alleged discharge from a wastewater lagoon without a permit. The Company has
entered into a negotiated compliance order with the DEQ requiring construction
and operation of a new wastewater facility by November 1998 at a cost of
approximately $1.0 million. In November 1997, the concrete construction of the
footings, walls and treatment tanks of such facility was completed.

Pursuant to the air emissions reduction program currently in effect in the
area regulated by the South Coast Air Quality Management District, where Bear
Mountain is located, Bear Mountain will be required to "bank" emission credits
from other facilities which have already implemented NO(x) emission reductions.
The Company may purchase "banked" emission credits in a one-time transaction at
the current market rate of approximately $700,000 or over time up to the year
2010 at prevailing market rates.

The operations at the resorts require permits and approvals from certain
federal, state and local authorities. In addition, the Company's operations are
heavily dependent upon 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, non-renewed, or renewed on
terms materially less favorable to the Company. Major expansions of any one or
more resorts could require, among other things, the filing of an environmental
impact statement or other documentation with the Forest Service and state or
local governments NEPA and certain state or local 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.

Pursuant to the First Circuit's decision and the District Court order, each
discussed under Part II Item 1, LMRC has applied to the Environmental Protection
Agency ("EPA") for 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 Court's
16
<PAGE> 19

reserved power to modify such approval to address any resulting environmental
issues. The Company expects the EPA to issue a permit addressing future
discharges prior to the 1998/99 ski season. LMRC does not expect this permit to
involve costs or restrictions that have a material adverse effect on the
resort's operations, but no assurances may be given as to the outcome or timing
of this process.

Certain regulatory approvals associated with the new snowmaking pipeline at
Loon Mountain impose minimum stream flow requirements on LMRC. These
requirements will compel LMRC to construct water storage facilities within the
next ten years, and such construction will require further regulatory approvals
and environmental documentation under the NEPA.

In addition, LMRC was notified in September 1997 that it had allegedly
filled certain wetlands at the resort in violation of the CWA. In response, LMRC
worked with the EPA to remove the alleged fill and implement certain erosion
control measures. On January 15, 1998, an individual notified the EPA, LMRC, and
certain other persons that he intends to instigate within 60 days thereof a
lawsuit under the CWA regarding the alleged wetland violation. On February 2,
1998, the EPA wrote such individual that the alleged fill had been removed and
that it does not believe there is a continuing violation at the site. While the
Company believes that its position will prevail, no assurance can be given
regarding the outcome.

17
<PAGE> 20

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Each of the Company's resorts has pending and is regularly subject to
litigation with respect to personal injury claims relating principally to skiing
activities at its resorts. The Company and each of its resorts maintain
extensive liability insurance that the Company considers adequate to insure
claims related to usual and customary risks associated with the operation of ski
resorts. The Company does not believe that it or any of its resorts are involved
in any litigation that will, individually or in the aggregate, have a material
adverse effect on its financial condition or future results of operations.

On March 25, 1997, Killington West, Ltd., a California corporation formerly
known as Bear Mountain, Ltd. ("Killington"), filed a breach of contract lawsuit
in the Superior Court of the State of California (County of San Bernardino)
against Fibreboard Corporation ("Fibreboard") and Bear Mountain, Inc. alleging
that Fibreboard and Bear Mountain, Inc. breached the asset purchase agreement
dated October 6, 1995 (the "Original Bear Mountain Agreement") among Killington,
Fibreboard and Bear Mountain, Inc., pursuant to which Bear Mountain, Inc.
acquired the Bear Mountain ski resort from Killington. Killington's lawsuit
concerns an alleged breach by 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, and further, required that $1.0 million of the purchase price be
held in escrow pending the outcome of any potential disputes with Killington.
Fibreboard has acknowledged its obligation to indemnify Bear Mountain, Inc. with
respect to the Killington lawsuit and has commended the defense of such lawsuit
on behalf of Fibreboard and Bear Mountain, Inc. However, no assurances can be
given regarding the outcome of this litigation.

In connection with the Loon Mountain Acquisition, certain shareholders of
LMRC filed a lawsuit in New Hampshire state court against LMRC and its 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"). Prior to the filing of the lawsuit against the
Company, the Company had sought and received a "no action" letter from the
Bureau of Securities Regulation, New Hampshire Department of State (the
"Bureau") finding that the Takeover Statute was inapplicable to the proposed
merger. Following a request by the plaintiffs in the lawsuit to reconsider the
"no action" order, the Bureau reaffirmed its decision. The two lawsuits have
been combined and are currently pending in the Superior Court in Grafton County,
New Hampshire. The plaintiffs' initial request for a preliminary injunction
prohibiting the Company (or its affiliates) from proceeding with the Loon
Mountain Acquisition was denied on October 28, 1997. Before the litigation
proceeded further, both parties amended the merger agreement relating to Loon
Mountain Acquisition. The Company then sought and obtained an additional order
by the Bureau that the Takeover Statue did not apply. On January 30, 1998, the
Company filed its answer to the plaintiffs' petition and, on February 10, 1998,
filed a motion to dismiss the action against the Company in its entirety,
asserting, inter alia, that the Takeover Statute does not apply to the
transaction as a matter of law. That motion is currently pending before the
court. If ultimately successful, the plaintiffs could seek money damages or a
rescission of the Loon Mountain Acquisition. While management of the Company
believes that its position will prevail, no assurance can be given regarding the
outcome of this litigation.

In 1995, an individual sued the Forest Service in the United States
District Court for the District of New Hampshire alleging that the Forest
Service had violated NEPA, the CWA, and an executive order in 1993 approving
improvements to facilities on Loon Mountain and an expansion of the Loon
Mountain resort onto South Mountain. LMRC and an environmental group intervened.
The District Court entered summary judgment for the Forest Service on all claims
and the plaintiffs appealed. In December 1996, the United States Court of
Appeals for the First Circuit reversed the District Court 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. On May 5, 1997, the District Court 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

18
<PAGE> 21

requires LMRC to apply for a CWA discharge permit for discharges of water and
any associated 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 1993 Forest Service decision to their preexisting condition if not
ultimately approved by the Forest Service. This order will remain in effect
until the supplemental NEPA process is completed and the Forest Service issues a
new special use permit. The Company has applied for requisite permits under the
CWA for its snowmaking system and expects them to be issued upon acceptable
terms. However, no assurance can be provided on the timing or terms of the
permit process.

Following the First Circuit's decision, the plaintiffs filed a motion with
the District Court asking it to impose a civil penalty under the CWA of
$5,550,125 and attorney fees and costs against LMRC for unpermitted discharges
into Loon Pond without a discharge permit during its snowmaking operations in
the 1996/97 ski season and preceding years. The discharge at issue involves
water transfers from the East Branch of the Pemigewasset River and drain back
from the snowmaking system into Loon Pond. In connection with the Loon Mountain
Acquisition, the Company has obtained environmental pollution insurance for
$4,500,000 of coverage above a $1.2 million deductible to cover any penalties,
fees, and costs that the Court assesses against LMRC. LMRC has asserted various
defenses to the merits and amount of penalty sought. However, no assurances can
be given regarding the outcome of this litigation.

On August 29, 1997, the plaintiffs filed a second lawsuit against the
Forest Service in the United States District Court for the District of New
Hampshire alleging that the Forest Service violated NEPA in authorizing LMRC to
construct and operate a snowmaking pipeline across permitted land. Another party
intervened as plaintiff, and LMRC intervened as defendant. The Forest Service
and LMRC asserted various defenses. On January 20, 1998, the District Court held
that the pipeline may be analyzed and approved by the Forest Service separately
from the South Mountain expansion, but that the Forest Service violated NEPA by
failing to consider the potential environmental effects of the alleged increase
in snowmaking capacity. In response, the Forest Service will prepare additional
NEPA documents which will be subject to challenge. Following the preparation of
this documentation and consideration of any resulting challenge, the Court will
determine whether to issue an injunction restricting the use or requiring
removal of the pipeline. The Company would expect the pipeline to be reapproved
following further proceedings by the Forest Service. However, no assurances can
be given regarding the outcome or timing of this litigation or any resulting
Forest Service review.

On August 1, 1997, two plaintiffs filed a lawsuit against the Town of
Lincoln Planning Board (the "Planning Board") and LMRC in the Grafton County
Superior Court in the State of New Hampshire alleging that the Lincoln Planning
Board had improperly approved various facilities associated with the snowmaking
pipeline. On September 30, 1997, LMRC moved to dismiss the claims against it,
but sought to remain in the case as in intervenor. Also on September 30, 1997,
the Planning Board answered the complaint, denying most of the allegations and
raising various defenses. On February 23, 1998, the court granted LMRC's motion
to dismiss. However, in the event that the plaintiffs are successful, the
Planning Board would be requested to reconsider the facilities and issue a new
decision. No assurance can be given regarding the outcome or timing of this
litigation or any resulting Planning Board review.

ITEM 2. CHANGES IN SECURITIES.

19
<PAGE> 22

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

There has been no material default with respect to any of the Company's
senior securities which has not been waived or cured.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5. OTHER INFORMATION.

MANAGEMENT AGREEMENT WITH BOOTH CREEK, INC.

Booth Creek has in effect a management agreement with Booth Creek, Inc.
(the "Management Company") dated November 27, 1996 (the "Management Agreement")
pursuant to which the Management Company provides Parent, Booth Creek and its
subsidiaries with financial advice with respect to, among other matters, cash
management, accounting and data processing systems and procedures, budgeting,
equipment purchases, business forecasts, treasury functions and investor
relations. The Management Company also provides general supervision and
management advice concerning tax, legal and corporate finance matters,
administration and operation, personnel matters, business insurance and the
employment of consultants, contractors and agents.

Under the terms of the Management Agreement, Booth Creek provides customary
indemnification, reimburses certain costs and pays the Management Company an
annual management fee of $350,000 plus an operating bonus (the "Operating
Bonus") (not to exceed $400,000) equal to 2.5% of the excess of Consolidated
EBITDA (as defined below) for such year over $25 million. The Operating Bonus
for each fiscal year must be paid within 15 days after Parent receives its
fiscal year-end audited financial statements for that year. Booth Creek pays the
Management Company amounts necessary to cover operations costs (other than
office operations costs but including, without limitation, reasonable travel and
entertainment costs) and reimburses certain costs and expenses, of the
Management Company attributable to, arising out of, in connection with, or
related to management services rendered by the Management Company.

The term "Consolidated EBITDA," as used in the Management Agreement, means
the EBITDA of Booth Creek and its subsidiaries consolidated in accordance with
GAAP, and after giving appropriate effect to outside minority interests, if any,
in subsidiaries, and taking into account certain exclusions, including without
limitation (a) the net income of any person (other than a subsidiary of Booth
Creek) in which Booth Creek or any such subsidiary has an ownership interest;
(b) any undistributed net income of a subsidiary of Booth Creek which for any
reason is unavailable for distribution to Booth Creek or any other subsidiary;
(c) the net income of any person accrued prior to the date it becomes a
subsidiary of Booth Creek or is merged into or consolidated with Booth Creek or
a subsidiary; (d) in the case of a successor to Booth Creek by consolidation,
merger or transfer of assets, the net income of such successor accrued prior to
such consolidation, merger or transfer; (e) any deferred or other credit
representing the excess of the equity in any subsidiary of Booth Creek at the
date of acquisition thereof over the cost of the investment in such subsidiary;
(f) any restoration to income of any contingency reserve, except to the extent
that provision for such reserve was made out of income accrued during the same
period; (g) any aggregate net gain and any aggregate net loss arising from the
sale, conversion, exchange or other disposition of capital assets; (h) any gains
resulting from any write-up of any assets (but not any loss resulting from any
write-down); (i) any net gain from the collection of any proceeds of life
insurance policies; (j) any gain arising from the acquisition of any shares or
other securities or the extinguishment, under GAAP, of any indebtedness, of
Booth Creek or any subsidiary of Booth Creek; (k) any net income or gain (but
not any net loss) from (1) any change in accounting principles in accordance
with GAAP, (2) any prior period adjustments resulting from any change in
accounting principles in accordance with GAAP and (3) any discontinued
operations or the disposition thereof; and (l) any portion of net income that
cannot be freely converted into United States Dollars. In determining
Consolidated EBITDA, the net income of any person for any period shall be (x)
increased by the amount deducted therefrom in respect of "noncash costs of real
estate sales" incurred during such period and (y) decreased by the amount of
"cash real estate development costs" to the extent capitalized during such
period.
20
<PAGE> 23

Certain obligations of Booth Creek to make payments under the Management
Agreement are subject to the provisions of the following securities purchase
agreements that have been entered into by Parent (a) an agreement entered into
with John Hancock dated November 27, 1996, and (ii) an agreement entered into
with CIBC Merchant Fund dated November 27, 1996 (collectively, referred to
herein as the "Securities Purchase Agreements"). Booth Creek may make payments
under the Management Agreement so long as (i) both at the time of making such
payments and after giving effect thereto, no default or event of default shall
have occurred and be continuing under the Securities Purchase Agreements and
(ii) the aggregate amount of such management fees paid during any fiscal year of
the Parent shall not exceed the lesser of (1) $750,000 and (2) the sum of (x)
$350,000 plus (y) 2.5% of Consolidating EBITDA in excess of $25,000,000 for the
then most recently completed fiscal year of Parent. Management fees that are not
permitted to be paid due to the creation of a default or event of default under
the Securities Purchase Agreements will accrue without interest and may be paid
at such time as no default or event of default shall exist.

The management fees and the calculation of the Operating Bonus may be
amended only by the mutual consent of both Booth Creek and the Management
Company. To the fullest extent permitted by law, with certain limitations, the
Management Company and any officer, director, employee, agent or attorney of the
Management Company (collectively, the "Indemnities") shall not have any
liability to any of the Parent, Booth Creek or any of their subsidiaries for any
loss, damage, cost or expense (including, without limitation, any court costs,
attorneys' fees and any special, indirect, consequential or punitive damages)
allegedly arising out of the Management Company's management services rendered
to the Parent, Booth Creek or any of their subsidiaries or Indemnities' acts,
conduct or omissions in connection with the Management Company's management
services rendered to Booth Creek or any of their subsidiaries.

In addition, to the fullest extent permitted by law, Booth Creek
indemnifies the Indemnitees and holds the Indemnitees harmless against, any
loss, damage, cost or expense (including, without limitation, court costs and
reasonable attorneys' fees) which the Indemnitees may sustain or incur by reason
of any threatened, pending or completed investigation, action, claim, demand,
suit, proceeding or recovery by any person (other than the Indemnitees)
allegedly arising out of the Management Company's management services rendered
to the Parent, Booth Creek or any of their subsidiaries or the Indemnitees'
acts, conduct or omissions in connection with the Management Company's
management services rendered to the Parent, Booth Creek or any of their
subsidiaries.

Since the formation of Booth Creek, the Management Company and certain of
its affiliates have made advances and deposits, and have incurred fees and
expenses, in connection with certain of the acquisitions of Booth Creek's
resorts for which they were later reimbursed by Booth Creek pursuant to the
Management Agreement.

The Management Agreement will terminate automatically upon consummation of
a sale of all or substantially all of the assets or stock of Parent and its
subsidiaries on a consolidated basis, and may be terminated earlier for certain
cause by either Booth Creek or the Management Company.

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

a. Exhibits

21
<PAGE> 24

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
*4.2 Amended and Restated Securities Purchase Agreement, dated as
of February 26, 1998, among Booth Creek Ski Group, Inc.,
Booth Creek Ski Holdings, Inc., the Subsidiary Guarantors,
as defined therein and each of John Hancock Mutual Life
Insurance Company and CIBC WG Argosy Merchant Fund 2, L.L.C.
(exhibits and schedules omitted) (previously filed as
Exhibit 2.5).
*4.3 Supplemental Indenture No. 2 to Indenture dated as of
February 20, 1998, by and among Booth Creek Ski Holdings,
Inc., the Guarantors named therein and Marine Midland Bank,
as trustee (previously filed as Exhibit 4.1).
*4.4 Supplemental Indenture No. 3 to Indenture dated as of
February 26, 1998, by and among Booth Creek Ski Holdings,
Inc., the Guarantors named therein and Marine Midland Bank,
as trustee (previously filed as Exhibit 4.2).
*4.5 Registration Rights Agreement, dated as of February 26,
1998, by and among the Booth Creek Ski Holdings, Inc., the
Subsidiary Guarantors named therein and CIBC Oppenheimer
Corp. (previously filed as Exhibit 4.3).
*10.1 Amendment No. 4 to Credit Agreement, as amended and restated
as of February 23, 1998 among Booth Creek Ski Holdings,
Inc., Booth Creek Ski Acquisition Corp., Trimont Land
Company, Sierra-at-Tahoe, Inc., Bear Mountain, Inc.,
Waterville Valley Ski Resort, Inc., Mount Cranmore Ski
Resort, Inc., Ski Lifts, Inc., Grand Targhee Incorporated,
LMRC Holding Corp., Loon Mountain Recreation Corporation,
Loon Realty Corp. and BankBoston, N.A. (exhibits and
schedules omitted) (previously filed as Exhibit 2.3).
**10.2 Amendment No. 5 to Credit Agreement, as amended and restated
as of April 22 1998 among Booth Creek Ski Holdings Inc.,
Booth Creek Ski Acquisition Corp., Trimont Land Company,
Sierra-at-Tahoe, Inc., Bear Mountain, Inc., Waterville
Valley Ski Resort, Inc., Mount Cranmore Ski Resort, Inc.,
Ski Lifts, Inc., Grand Targhee Incorporated, LMRC Holding
Corp., Loon Mountain Recreation Corporation, Loon Realty
Corp., and BankBoston, N.A. (previously filed as Exhibit
10.30).
10.3 Stock Option Agreement dated as of February 28, 1998 by and
between Booth Creek Ski Group, Inc. and Timothy Silva.
27.1 Financial Data Schedule regarding 1997 Financial Statements.
27.2 Financial Data Schedule regarding 1998 Financial Statements.
</TABLE>

- -------------------------
* Filed with the Company's Current Report on Form 8-K dated February 26, 1998
and incorporated herein by reference.

** Filed with Registration Statement No. 333-48619 and incorporated herein by
reference.

b. Reports on Form 8-K

The Company filed a Current Report on Form 8-K dated February 26, 1998,
reporting under Item 5 thereof the details of the Loon Mountain Acquisition, and
including under Item 7 thereof, certain financial statements of LMRC and Pro
Forma Financial Information of Booth Creek. The Company filed an amendment to
the Form 8-K on April 3, 1998, to include updated financial information.

22
<PAGE> 25

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)

/s/ JEFFREY J. JOYCE

--------------------------------------
Jeffrey J. Joyce
Executive Vice President, Finance
(Principal financial and accounting
officer)

June 15, 1998
Date
<PAGE> 26

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
*4.1 Securities Purchase Agreement, dated as of February 23,
1998, by and among Booth Creek Ski Holdings, Inc., the
Subsidiary Guarantors named therein and CIBC Oppenheimer
Corp. (filed previously as Exhibit 2.4).
*4.2 Amended and Restated Securities Purchase Agreement, dated as
of February 26, 1998, among Booth Creek Ski Group, Inc.,
Booth Creek Ski Holdings, Inc., the Subsidiary Guarantors,
as defined therein and each of John Hancock Mutual Life
Insurance Company and CIBC WG Argosy Merchant Fund 2, L.L.C.
(exhibits and schedules omitted) (previously filed as
Exhibit 2.5).
*4.3 Supplemental Indenture No. 2 to Indenture dated as of
February 20, 1998, by and among Booth Creek Ski Holdings,
Inc., the Guarantors named therein and Marine Midland Bank,
as trustee (previously filed as Exhibit 4.1).
*4.4 Supplemental Indenture No. 3 to Indenture dated as of
February 26, 1998, by and among Booth Creek Ski Holdings,
Inc., the Guarantors named therein and Marine Midland Bank,
as trustee (previously filed as Exhibit 4.2).
*4.5 Registration Rights Agreement, dated as of February 26,
1998, by and among the Booth Creek Ski Holdings, Inc., the
Subsidiary Guarantors named therein and CIBC Oppenheimer
Corp. (previously filed as Exhibit 4.3).
*10.1 Amendment No. 4 to Credit Agreement, as amended and restated
as of February 23, 1998 among Booth Creek Ski Holdings,
Inc., Booth Creek Ski Acquisition Corp., Trimont Land
Company, Sierra-at-Tahoe, Inc., Bear Mountain, Inc.,
Waterville Valley Ski Resort, Inc., Mount Cranmore Ski
Resort, Inc., Ski Lifts, Inc., Grand Targhee Incorporated,
LMRC Holding Corp., Loon Mountain Recreation Corporation,
Loon Realty Corp. and BankBoston, N.A. (exhibits and
schedules omitted) (previously filed as Exhibit 2.3).
**10.2 Amendment No. 5 to Credit Agreement, as amended and restated
as of April 22 1998 among Booth Creek Ski Holdings Inc.,
Booth Creek Ski Acquisition Corp., Trimont Land Company,
Sierra-at-Tahoe, Inc., Bear Mountain, Inc., Waterville
Valley Ski Resort, Inc., Mount Cranmore Ski Resort, Inc.,
Ski Lifts, Inc., Grand Targhee Incorporated, LMRC Holding
Corp., Loon Mountain Recreation Corporation, Loon Realty
Corp., and BankBoston, N.A. (previously filed as Exhibit
10.30).
10.3 Stock Option Agreement dated as of February 28, 1998 by and
between Booth Creek Ski Group, Inc. and Timothy Silva.
27.1 Financial Data Schedule regarding 1997 Financial Statements.
27.2 Financial Data Schedule regarding 1998 Financial Statements.
</TABLE>

- -------------------------
* Filed with the Company's Current Report on Form 8-K dated February 26, 1998
and incorporated herein by reference.

** Filed with Registration Statement No. 333-48619 and incorporated herein by
reference.

<PAGE> 1
EXHIBIT 10.3

BOOTH CREEK SKI GROUP, INC.
1997 STOCK OPTION PLAN

STOCK OPTION AGREEMENT (SILVA)

This STOCK OPTION AGREEMENT dated as of February 28, 1998
(this "Agreement"), is by and between Booth Creek Ski Group, Inc., a Delaware
corporation ("BCSG"), and the individual whose name appears on the signature
page hereof as "Holder" (together with such individual's Designated Beneficiary
(as defined in the Plan), the "Holder").

RECITALS

WHEREAS, BCSG has adopted the Booth Creek Ski Group, Inc. 1997
Stock Option Plan (the "Plan") to promote the long-term success of the Company
by strengthening the Company's ability to attract and retain highly competent
managers and other selected employees and to provide a means to encourage stock
ownership and proprietary interest in BCSG; and

WHEREAS, pursuant to the Plan, the Board of Directors of BCSG
has awarded to the Holder an option (the "Option") to purchase ten (10) shares
of the Class A Common Stock, $0.001 par value, of BCSG ("Common Stock"), and
BCSG and the Holder desire to evidence and set forth the terms and conditions of
the Option pursuant to this Agreement;

NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto agree as
follows:

1. Defined Terms.

Capitalized terms used and not otherwise defined herein shall have the
meanings given to such terms in the Plan.

2. Grant of Option.

In accordance with the terms of the Plan, BCSG hereby grants to the
Holder, as a matter of separate agreement and not in lieu of salary or any other
compensation for services, an option to purchase ten (10) shares of Common
Stock, subject to the terms and conditions of the Plan and this Agreement. Any
shares of Common Stock issuable upon the exercise of the Option are referred to
herein as "Shares."

3. Exercise Price.

The exercise price for the Option shall be $500.00 per vested Share,
subject to adjustment as provided in Section 11 hereof and Section 14 of the
Plan. The exercise price shall be paid by the

<PAGE> 2

Holder to BCSG on the date on which the Option is exercised for Shares with
respect to which the Option has vested.

4. Medium and Time of Payment.

The exercise price for Shares shall be paid in United States dollars
in cash on or prior to the date on which the Option is exercised with respect to
such Shares. Payment in full shall be required prior to the issuance of any
Shares pursuant to the Option. In addition, prior to or concurrently with
delivery to the Holder of a certificate representing such Shares, the Holder
shall pay any and all amounts necessary to satisfy applicable federal, state and
local tax requirements (including withholding requirements).

5. Vesting of Option.

(a) The Option shall not become exercisable with respect to any Shares
until the date it vests with respect to such Shares. The Option awarded pursuant
to Section 2 shall vest (i) with respect to 20% of the Shares, on the date
hereof and (ii) with respect to an additional 20% of the Shares, on each of the
second, third, fourth and fifth anniversary of the date hereof. Subject to
Sections 5(b) and 6 below, in the event Holder's Employment with the Company is
terminated (A) by the Company for any reason (other than for Cause), (B) as a
result of the death or disability of the Holder or (C) by the Holder, if the
Holder is a party to a written employment agreement with the Company, (i) as the
result of a breach by the Company in any material respect of its obligations
under its employment agreement with such Holder and the Company's failure to
cure such breach within any cure periods provided therein or (ii) as the result
of a material reduction by the Company in such Holder's reporting
responsibilities, titles, authority, offices or duties as in effect immediately
prior to such change and the Company's failure to cure such reduction within any
cure periods provided in such Holder's employment agreement, in any case, during
the period commencing on the first anniversary of the date hereof and ending on
the fifth anniversary of the date hereof, then the Option shall vest with
respect to an additional 1.6667% of the Shares for each full month between the
date of the immediately preceding anniversary of the date hereof and the
Employment Termination Date (i.e., the 20% that would have vested at the end of
such year will vest on a monthly, pro rata basis).

(b) Notwithstanding the provisions of Section 5(a) hereof, if not
earlier terminated, the Option shall immediately become fully vested and
exercisable with respect to all Shares upon (i) the occurrence of a Change in
Control or (ii) the termination by Holder of Holder's Employment within 45 days
after either of the two following occurrences (each is referred to hereinafter
as, a "Good Reason"): (A) George N. Gillett, Jr. ceases to be Chief Executive
Officer of BCSG or (B) George N. Gillett, Jr. and members of his immediate
family cease to own sufficient shares of stock of BCSG to be able to elect a
majority of the Board of Directors of BCSG.

(c) The Option shall not vest or become exercisable with respect to any
Shares solely as a result of a Public Offering, but shall vest and become
exercisable only as otherwise set forth in Sections 5(a) and (b) hereof.

<PAGE> 3

(d) Notwithstanding anything else herein to the contrary, in no event
may the Option be exercised with respect to a vested Share after the tenth
anniversary of the Effective Date, except as otherwise provided in the proviso
to Section 6(b) hereof.

6. Termination of Employment.

(a) (i) If the Holder's Employment is terminated for Cause (as defined
in clause (ii)(B) or (ii)(C) of the definition thereof (or, if applicable, the
corresponding provisions of the definition of "cause" in Holder's employment
agreement with the Company)), the Holder's Option, whether or not vested at the
Employment Termination Date with respect to any Shares, will be automatically
canceled as of the Employment Termination Date.

(ii) If Holder's Employment is terminated for Cause (other than of
the type referenced in Section 6(a)(i) hereof), the Holder's Option will be
automatically canceled as of the Employment Termination Date (A) to the extent
not vested at the Employment Termination Date with respect to any Shares and (B)
to the extent of 50% of the Shares that have vested as of the Employment
Termination Date (other than the Shares with respect to which the Option vested
on the date hereof).

(b) If the Holder's Employment is terminated for any reason (other than
by the Company for Cause), including due to the Holder's death, disability,
voluntary resignation or termination by the Company for reasons other than for
Cause, that portion of the Holder's Option that was not vested in Shares at the
Employment Termination Date (according to the rules provided therefor in Section
5 hereof) will be automatically canceled as of the Employment Termination Date,
and the Shares subject to that portion of the Holder's Option that were vested
at the Employment Termination Date must be purchased by the Holder for the
Exercise Price within 120 days of such Employment Termination Date, or otherwise
be canceled on such 120th day; provided, however, that if (i) BCSG is then
prohibited by law or by any agreement to which it is bound from purchasing any
such Shares pursuant to a Put and the Common Stock is not then Publicly Traded
or (ii) the Common Stock is Publicly Traded but the Holder is subject to a
contractual agreement, executed by the Holder at the request of the Company, not
to sell Shares, Holder shall have the right to purchase such Shares until 120
days after the earlier of (A) Holder's receipt of written notice from BCSG that
BCSG is able to perform its obligations under Section 7 with respect to such
Shares and (B) the Common Stock becoming Publicly Traded and any such
contractual restrictions cease to apply, and such Shares have been registered in
accordance with Section 10(b). If the Holder does not exercise Holder's right to
purchase such Shares by the expiration of such 120-day period, the Option shall
be canceled upon the expiration of such 120-day period; provided, however, that
if Holder has delivered a Put Notice, but the Put Closing has not occurred on or
as of such 120th day, Holder shall have the right to purchase such Shares until
and including the date of the Put Closing. BCSG will provide such notice
promptly following its becoming permitted to purchase such Shares.

<PAGE> 4

7. Put Rights.

(a) Put. Subject to Section 7(d) hereof, if the Holder's Employment is
terminated for any reason other than Cause, the Holder will have the right (a
"Put"), for a period of 180 Qualified Days commencing on the Employment
Termination Date, exercisable by delivery of written notice (the "Put Notice")
to BCSG, to require BCSG to purchase for the Put Price (as defined below) any
part or all of the Shares then owned by the Holder which has been issued upon
exercise of the Holder's Option or which is issuable upon the exercise of the
Holder's Option (the Shares or the underlying Option described in each Put
Notice is referred to collectively as the "Put Shares"). For purposes hereof, a
"Qualified Day" is any day on which BCSG is not prohibited by law or by any
agreement to which it is bound from purchasing Shares pursuant to a Put. The
Holder may not deliver more than one Put Notice. A Put Notice, once delivered,
shall be irrevocable. The date on which a Put Notice is so delivered by the
Holder shall be referred to as the "Put Exercise Date."

(b) Determination of Put Price. The "Put Price" shall be the price of
the Put Shares on the Employment Termination Date determined as set forth in
this Section 7(b). In the event that a Put is exercised by Holder with respect
to Shares without Holder first having exercised the Option with respect to such
Shares, the Put Price for such Shares shall be equal to (i) the Put Price
determined in accordance with this Section 7(b) minus (ii) the Exercise Price
for such Shares. The Holder and BCSG shall seek to reach agreement on the fair
market value of the Put Shares for a period of up to 30 days after the Put
Exercise Date and, if they shall reach agreement thereon, the dollar amount so
agreed upon shall be the "Put Price". For purposes of this Agreement, the fair
market value of the Put Shares will be their pro rata portion of the fair market
value of all of the shares of Common Stock outstanding (on a fully diluted
basis). If the Holder and BCSG are unable to reach agreement within such 30-day
period, the Holder and BCSG shall seek for an additional 15 days to reach
agreement on an Investment Bank to determine the fair market value of the Put
Shares on the Put Exercise Date. If the parties reach agreement on an Investment
Bank, such Investment Bank shall be promptly retained by BCSG and shall, within
60 days following its retention, determine the fair market value of the Put
Shares on the Put Exercise Date and submit its report to each of the parties. If
the parties are unable to reach agreement on an Investment Bank, each party
shall, within the following 15 days, deliver to the other party a list of six
Investment Banks, numbered one through six. The Investment Bank appearing on
both lists and having the lowest total numbers assigned to it shall be promptly
retained by BCSG and shall, within 60 days following its retention, determine
the fair market value of the Put Shares (as provided above) and submit its
report to each of the parties (e.g., if Investment Bank X is assigned number 1
on the Holder's list and number 6 on BCSG's list and Investment Bank Y is
assigned number 2 on BCSG's list and number 4 on the Holder's list, Investment
Bank Y shall be retained to determine the Put Price). If either party fails to
deliver a list of six Investment Banks within such 15-day period, the
determination as to "Put Price" shall be made by the Investment Bank assigned
number one on the list of the other party. If no Investment Bank appears on the
lists of both the Holder and BCSG, the Holder and BCSG shall, within the
following 15-day period, deliver to the other party a list of six Investment
Banks, numbered one through six. The Investment Bank appearing on both lists and
having the lowest total numbers assigned to it shall be promptly retained by
BCSG to determine the fair market value of the Put Shares in accordance with the
foregoing. If no Investment Bank appears on the lists of both the

<PAGE> 5

Holder and BCSG, the Holder and BCSG shall continue to deliver lists of six
Investment Banks until one Investment Bank is chosen as provided above. In any
event, if no Investment Bank has been chosen pursuant to this methodology within
90 days after the Put Exercise Date, either the Holder or BCSG may retain the
American Arbitration Association to select an Investment Bank. The fees and
expenses of any Investment Bank retained to determine the Put Price shall be
paid by BCSG. The determination of the Put Price by an Investment Bank in
accordance with the terms hereof shall be final and binding on the Holder and
BCSG.

(c) Put Closing. The closing (the "Put Closing") of the purchase and
sale of Shares pursuant to a Put will take place on a date selected by BCSG
which will be no earlier than the 16th and no later than the 30th day following
the date of the final determination of the Put Price pursuant to Section 7(b)
hereof. Payment of the Put Price for all Shares tendered will be paid by BCSG at
the Put Closing by cashier's or certified check or by wire transfer of
immediately available funds to an account designated by the Holder. If Holder's
right to exercise Holder's Option was suspended in accordance with the proviso
to Section 6(b), BCSG shall pay to the Holder, in addition to the Put Price,
interest on the unpaid Put Price at an annual rate equal to the prime rate as
published from time to time by The Wall Street Journal for the period between
the Put Exercise Date and the Put Closing.

(d) Limitations on Put Rights. Notwithstanding anything in this
Agreement to the contrary, (i) Holder shall not have a Put with respect to any
Shares if and so long as the Common Stock is Publicly Traded and (ii) BCSG shall
not be required to purchase any Shares pursuant to a Put to the extent that BCSG
is then prohibited from doing so by law or by any agreement to which it is
bound.

8. Call Right.

(a) Call. BCSG shall have the right (a "Call"), exercisable at any time
after the termination of Holder's Employment by the Company for Cause or by the
Holder without Good Reason, in either case, by the delivery of written notice to
the Holder (a "Call Notice"), to purchase all Shares acquired by such Holder
pursuant to the exercise of an Option (the Shares described in each Call Notice
is referred to collectively as the "Call Shares"). The date on which a Call
Notice is so delivered by BCSG shall be referred to as the "Call Exercise Date."

(b) Determination of Call Price. The "Call Price" shall be the price of
the Call Shares on the Call Exercise Date determined as set forth in this
Section 8(b). The Holder and BCSG shall seek to reach agreement on the fair
market value of the Call Shares for a period of up to 30 days after the Call
Exercise Date and, if they shall reach agreement thereon, the dollar amount so
agreed upon shall be the "Call Price". For purposes of this Agreement, the fair
market value of the Call Shares will be their pro rata portion of the fair
market value of all of the shares of Common Stock outstanding (on a fully
diluted basis). If the Holder and BCSG are unable to reach agreement within such
30-day period, the Holder and BCSG shall seek for an additional 15 days to reach
agreement on an Investment Bank to determine the fair market value of the Call
Shares on the Call Exercise Date. If the parties reach agreement on an
Investment Bank, such Investment Bank shall be

<PAGE> 6

promptly retained by BCSG and shall, within 60 days following its retention,
determine the fair market value of the Call Shares on the Call Exercise Date and
submit its report to each of the parties. If the parties are unable to reach
agreement on an Investment Bank, each party shall, within the following 15 days,
deliver to the other party a list of six Investment Banks, numbered one through
six. The Investment Bank appearing on both lists and having the lowest total
numbers assigned to it shall be promptly retained by BCSG and shall, within 60
days following its retention, determine the fair market value of the Call Shares
(as provided above) and submit its report to each of the parties. If either
party fails to deliver a list of six Investment Banks within such 15-day period,
the determination as to "Call Price" shall be made by the Investment Bank
assigned number one on the list of the other party. If no Investment Bank
appears on the lists of both the Holder and BCSG, the Holder and BCSG shall,
within the following 15-day period, deliver to the other party a list of six
Investment Banks, numbered one through six. The Investment Bank appearing on
both lists and having the lowest total numbers assigned to it shall be promptly
retained by BCSG to determine the fair market value of the Call Shares in
accordance with the foregoing. If no Investment Bank appears on the lists of
both the Holder and BCSG, the Holder and BCSG shall continue to deliver lists of
six Investment Banks until one Investment Bank is chosen as provided above. In
any event, if no Investment Bank has been chosen pursuant to this methodology
within 90 days after the Call Exercise Date, either the Holder or BCSG may
retain the American Arbitration Association to select an Investment Bank. The
fees and expenses of any Investment Bank retained to determine the Call Price
shall be paid by BCSG. The determination of the Call Price by an Investment Bank
in accordance with the terms hereof shall be final and binding on the Holder and
BCSG.

(c) Call Closing. Each closing (a "Call Closing") of the purchase and
sale of Shares pursuant to a Call will take place on a date selected by BCSG
which will be no earlier than the 16th and no later than the 30th day following
the date of the final determination of the Call Price pursuant to Section 8(b)
hereof. Payment of the Call Price for all Shares tendered will be paid by BCSG
at the Call Closing by cashier's or certified check or by wire transfer of
immediately available funds to an account designated by the Holder.

9. Stockholders Agreement.

The Shares shall be subject to the terms of the Stockholders Agreement.
Concurrently with the issuance to Holder of Shares upon the exercise of the
Option, Holder shall become a party to the Stockholders Agreement by executing
an amendment or restatement of the Stockholders Agreement or a supplementary
agreement to that effect. The certificates representing Shares issued upon
exercise of the Option shall bear the legends required by the Stockholders
Agreement and such other legends as BCSG may deem appropriate to comply with all
applicable federal and state securities laws.

10. Compliance with Securities Laws.

(a) Unless the Shares issued upon exercise of the Option are registered
under the Securities Act of 1933, as amended (the "Securities Act"), and the
securities laws of all other appropriate jurisdictions, the obligation of BCSG
to issue Shares upon exercise of the Option shall

<PAGE> 7

be subject to receipt from Holder of a written representation to the effect that
(i) Holder is purchasing the Shares for Holder's own account for investment, and
not with a view to, or for resale in connection with, the distribution thereof,
and has no present intention of distributing or reselling any thereof, (ii)
Holder has the financial ability to bear the economic risks of Holder's
investment in the Shares to be purchased, (iii) Holder has such knowledge and
experience in financial and business matters, and knowledge of and experience
with the Company, to be capable of evaluating the merits and risks of the
purchase of the Shares to be purchased by Holder, and (iv) such other
representations as are necessary or appropriate to establish an exemption from
registration. Shares issued or issuable upon the exercise of the Option shall
not be transferable unless an exemption from such registration is available and,
as appropriate, only with a written opinion of counsel (which shall be
satisfactory in form and substance to BCSG) that an exemption from registration
under the Securities Act is available and that the transaction would not violate
any applicable securities laws. Certificates for the Shares will bear such
legends as BCSG deems necessary or appropriate in connection with the Securities
Act and all other applicable securities laws.

(b) BCSG shall have no obligation to register the Shares under the
federal securities laws or take any other steps as may be necessary to enable
the Shares to be offered and sold under the securities laws of any jurisdiction;
provided, however, that in the event the Common Stock at any time becomes
Publicly Traded, BCSG shall promptly cause the Shares to be registered pursuant
to a Form S-8 registration statement.

11. Dilution and Other Adjustments; Extraordinary Dividends.

(a) In the event the shares of Common Stock, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of BCSG or of another corporation
(whether by reason of merger, consolidation, recapitalization, reclassification,
split, reverse split, combination of shares or otherwise) or if the number of
such shares of Common Stock shall be increased through the payment of a stock
dividend, then there shall be substituted for or added to each share of Common
Stock subject or which may become subject to the Option, the number and kind of
shares of stock or other securities into which each outstanding share of Common
Stock shall be so changed, or for which each such share shall be exchanged, or
to which each such share shall be entitled, as the case may be. The Option shall
also be appropriately amended as to price and other terms as the Board, in its
sole discretion, may determine are necessary to reflect the foregoing events.

(b) In the event that BCSG shall pay any extraordinary
dividends or extraordinary distributions (which determination, in either case,
shall be made in the good faith determination of the Board) on or with respect
to the Common Stock, the Board shall treat the Option as having been fully
exercised but shall retain the dividends or distributions applicable to the
Option and release such dividends or distributions (without interest thereon) to
the Holder of the Option only if, to the extent and at such time as the Option
shall be exercised. Holder shall not be entitled to receive any extraordinary
dividends or extraordinary distributions unless and until Holder's Option shall
have vested and been exercised. Except as otherwise expressly provided in this
Section 11(b), Holder

<PAGE> 8

shall not have any right to any dividends or distributions on or with respect to
the Shares, unless and until Holder becomes a holder of Shares.

12. Miscellaneous Provisions.

(a) The Holder shall have no rights as a holder of BCSG's Common Stock
with respect to the Option, unless and until certificates for Shares are issued
to the Holder, except as otherwise provided in Section 11(b) hereof.

(b) The Option shall not be transferable or assignable other than (i)
by will or the laws of descent and distribution; (ii) by gift or other transfer
to any trust or estate in which the original Holder or such Holder's spouse or
other immediate relative has a substantial beneficial interest, or to a spouse
or other immediate relative; or (iii) pursuant to a domestic relations order (as
defined by the Code); provided, however, that the Option, if so transferred,
shall continue to be subject to all the terms and conditions hereof. Shares
received upon the exercise of the Option shall be transferable or assignable
only pursuant to the terms of the Stockholders Agreement.

(c) Neither this Agreement, the Option, the Plan nor any action taken
hereunder or thereunder shall be construed as giving any employee, including the
Holder, any right to be retained in the employ of the Company or any of its
Affiliates or shall interfere with or restrict in any way the rights of the
Company or any of its Affiliates, which are hereby reserved, to discharge Holder
at any time for any reason whatsoever, with or without cause.

(d) The Option shall be canceled if it does not vest in accordance with
Section 5 hereof.

(e) The costs and expenses of the administering the Plan shall be borne
by BCSG and not charged to the Holder.

(f) During the term of the Option and Plan, BCSG will at all times
reserve and keep available such numbers of Shares as may be issuable under the
Plan upon exercise of the Option.

(g) This Agreement is an Individual Option Agreement as described in
Section 8 of the Plan. This Agreement is intended to conform in all respects
with, and is subject to all applicable provisions of, the Plan, which is
incorporated herein by reference. Any inconsistency between this Agreement and
the Plan shall be resolved in accordance with the terms of the Plan. By
executing and delivering this Agreement, Holder acknowledges receipt of the Plan
and agrees to be bound by all of the terms thereof.

(h) In the event that a court of competent jurisdiction determines that
BCSG has failed to perform in any material respect any of its obligations under
the Plan or this Agreement, BCSG shall pay all reasonable attorneys' fees and
disbursements incurred by Holder in enforcing such Holder's rights thereunder or
hereunder with respect to such failure to perform.

<PAGE> 9

13. Amendments and Termination.

(a) The Plan may be amended by the Board as it deems necessary or
appropriate to better achieve the purposes of the Plan, except that no such
amendment which would increase the number of shares available for issuance
(except as required in accordance with Section 14 of the Plan or Section 11
hereof) shall be made without the approval of the holders of a majority of
BCSG's outstanding Common Stock. The Board may suspend the Plan or terminate the
Plan at any time; provided, that no such action shall adversely affect any
benefit outstanding hereunder.

(b) The Board, in its sole discretion, may amend this Agreement or the
Plan as it relates to the Option without the consent of Holder, but not in any
manner adversely affecting the rights, interests or obligations of Holder
hereunder.

14. Tax Withholding.

BCSG shall have the right to deduct from any settlement of the Option,
including the delivery or vesting of Shares, a sufficient amount to cover
withholding of any federal, state or local taxes required by law, or to take
such other action as may be necessary to satisfy any such withholding
obligations, including requiring that Holder, upon exercise of the Option, pay
to BCSG in cash, in addition to the Exercise Price for Shares to be issued, an
amount equal to any withholding tax liability incurred by BCSG in connection
with such issuance.

15. Other Benefit and Compensation Programs.

Unless otherwise specifically determined by the Board, the Option is
intended to be "non-qualified compensation" under the Code and shall not be
deemed a part of Holder's regular, recurring compensation for purposes of
calculating payments or benefits from any Company benefit plan or severance
program. Further, the Company may adopt other compensation programs, plans or
arrangements as it deems appropriate or necessary. Nothing in this Agreement
shall be deemed to confer upon Holder any right to receive additional options
under the Plan.

16. Unfunded Plan; No Fiduciary Relationship.

Unless otherwise determined by the Board, the Plan shall be unfunded
and shall not create (or be construed to create) a trust or a separate fund or
funds. The Plan shall not establish any fiduciary relationship between BCSG and
the Holder or other Person. To the extent any Person holds any rights by virtue
of an award granted under the Plan, such rights shall be no greater than the
rights of an unsecured general creditor of BCSG.

17. Regulatory Approvals.

The implementation of the Plan, the granting of the Option and the
issuance of Shares upon the exercise or settlement thereof shall be subject to
BCSG's procurement of all approvals and

<PAGE> 10

permits required by regulatory authorities having jurisdiction over the Plan,
the Options granted under it or the Shares issued pursuant to it.

18. Successors and Assigns.

This Agreement shall be binding on all heirs, successors and assigns of
the Holder, including, without limitation, his or her Designated Beneficiary and
the estate of the Holder and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the
Holder's creditors.

19. GOVERNING LAW.

THE VALIDITY AND CONSTRUCTION OF THE PLAN AND THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

20. No Other Grants.

The parties hereto acknowledge and agree that, except as expressly
provided herein, BCSG has not granted to the Holder options to acquire any
shares of the Common Stock.

[signature page follows]

<PAGE> 11

IN WITNESS WHEREOF, BCSG and the Holder have duly executed
this Stock Option Agreement as of the date first written above.

BOOTH CREEK SKI GROUP, INC.,
a Delaware corporation

By: /s/ George N. Gillett, Jr.
--------------------------------

Name:
-----------------------------

Title:
-----------------------------

HOLDER:
/s/ Timothy Silva
-----------------------------------
Timothy Silva

Address: P.O. Box 3178
---------------------------
Trustee, CA 96160
---------------------------

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

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS OF BOOTH CREEK SKI
HOLDINGS, INC. AS OF MAY 1, 1998 AND FOR THE SIX MONTHS THEN ENDED, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> 6-MOS 3-MOS
<FISCAL-YEAR-END> OCT-31-1997 OCT-31-1997
<PERIOD-START> NOV-01-1997 FEB-01-1997
<PERIOD-END> MAY-02-1997 MAY-02-1997
<CASH> 8,716 8,716
<SECURITIES> 0 0
<RECEIVABLES> 1,364 1,364
<ALLOWANCES> 12 12
<INVENTORY> 2,759 2,759
<CURRENT-ASSETS> 13,634 13,634
<PP&E> 135,991 135,991
<DEPRECIATION> 4,427 4,427
<TOTAL-ASSETS> 192,157 192,157
<CURRENT-LIABILITIES> 16,433 16,433
<BONDS> 118,452 118,452
3,125 3,125
0 0
<COMMON> 0 0
<OTHER-SE> 48,662 48,662
<TOTAL-LIABILITY-AND-EQUITY> 192,157 192,157
<SALES> 0 0
<TOTAL-REVENUES> 60,919 36,995
<CGS> 0 0
<TOTAL-COSTS> 36,105 20,735
<OTHER-EXPENSES> 12,847 8,420
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 6,359 3,796
<INCOME-PRETAX> 5,663 4,085
<INCOME-TAX> 1,416 942
<INCOME-CONTINUING> 4,160 3,071
<DISCONTINUED> 0 0
<EXTRAORDINARY> (1,998) (1,998)
<CHANGES> 0 0
<NET-INCOME> 2,162 1,073
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS OF BOOTH CREEK SKI HOLDINGS,
INC. AS OF MAY 1, 1998 AND FOR THE SIX MONTHS THEN ENDED, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> 6-MOS 3-MOS
<FISCAL-YEAR-END> OCT-30-1998 OCT-30-1998
<PERIOD-START> NOV-01-1997 JAN-31-1998
<PERIOD-END> MAY-01-1998 MAY-01-1998
<CASH> 2,251 2,251
<SECURITIES> 0 0
<RECEIVABLES> 1,582 1,582
<ALLOWANCES> 65 65
<INVENTORY> 2,438 2,438
<CURRENT-ASSETS> 7,539 7,539
<PP&E> 171,366 171,366
<DEPRECIATION> 15,878 15,878
<TOTAL-ASSETS> 219,870 219,870
<CURRENT-LIABILITIES> 27,465 27,465
<BONDS> 137,249 137,249
2,889 2,889
0 0
<COMMON> 0 0
<OTHER-SE> 52,083 52,083
<TOTAL-LIABILITY-AND-EQUITY> 219,870 219,870
<SALES> 0 0
<TOTAL-REVENUES> 87,848 48,832
<CGS> 0 0
<TOTAL-COSTS> 48,571 25,718
<OTHER-EXPENSES> 18,012 10,470
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 8,958 4,592
<INCOME-PRETAX> 12,314 8,059
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 12,176 7,991
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 12,176 7,991
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0

</TABLE>