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U.S. Timberlands Reports First Quarter Cash Flow and Earnings, Suspension Of Distributions and Receipt of Offer to Take Company Private

    NEW YORK, May 10 /PRNewswire/ --
U.S. Timberlands Company, L.P. (Nasdaq: TIMBZ) today announced cash flow and
operating results for the quarter ended March 31, 2001 and the receipt of an
offer to take the Company private from an entity controlled by members of
management for $7.75 per share in cash and promissory notes.  The Company also
announced that due to current conditions in the timber market, the quarterly
distribution to Unitholders will be suspended indefinitely.
    Cash flow for the first quarter of 2001, as measured by EBITDDA, decreased
80% to $1.5 million, or $0.11 per unit, compared to cash flow of $7.4 million,
or $0.56 per unit, for the same period in 2000.  EBITDDA is defined as
operating income plus depletion, depreciation, road amortization and cost of
timber and property sales.  The Company reported that net loss for the first
quarter of 2001 increase 389% to $8.8 million, or $0.68 per unit, as compared
to net loss of $1.8 million, or $0.14 per unit, for the same period in 2000.
Revenues for the first quarter of 2001 decreased 20% to $9.5 million as
compared with $11.9 million for the same period in 2000.
    As disclosed in the Company's Annual Report on the Form 10-K, the
Company's ability to pay a distribution was being adversely affected by
conditions in the timber market.  Accordingly, the Company, like others in its
industry, indefinitely suspended the payment of quarterly distributions.
    The offer from an entity controlled by management contemplates a cash
tender offer for approximately 32% of the outstanding common limited
partnership units for $7.75 per share in cash.  Unitholders will receive
9.625%, seven-year senior subordinated notes of the Company in the principal
amount of $7.75 per unit, for the remaining common limited partnership units.
The letter containing the offer indicates that the offer represents a premium
of more than 20% over the closing sale price immediately prior to the
Company's initial announcement of the potential for a going private
transaction in November 2000 and more than 10% over the closing sale price on
May 9, 2001.  The going private transaction is subject to consummation of
financing with respect to which an oral commitment has been received, the
execution of the definitive agreements and other customary conditions.

    U.S. Timberlands Company, L.P. and its affiliate, own 670,000 fee acres of
timberland and cutting rights on 3,700 acres of timberland containing total
merchantable timber volume estimated to be approximately 1.9 billion board
feet in Oregon and Washington, east of the Cascade Range.  U.S. Timberlands
specializes in the growing of trees and the sale of logs and standing timber.
Logs harvested from the timberlands are sold to unaffiliated domestic
conversion facilities.  These logs are processed for sale as lumber, molding
products, doors, millwork, commodity, specialty and overlaid plywood products,
laminated veneer lumber, engineered wood I-beams, particleboard, hardboard,
paper and other wood products.  These products are used in residential,
commercial and industrial construction, home remodeling and repair and general
industrial applications as well as a variety of paper products.  U.S.
Timberlands also owns and operates its own seed orchard and produces
approximately five million conifer seedlings annually from its nursery,
approximately half of which are used for its own internal reforestation
programs, with the balance sold to other forest products companies.

    Certain information discussed in this press release may constitute
forward-looking statements within the meaning of the Federal securities laws.
Although U.S. Timberlands believes that expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can give
no assurance that its expectations will be achieved.  Forward-looking
information is subject to certain risks, trends, and uncertainties that could
cause actual results to differ materially from those projected.  Such risks,
trends and uncertainties include the highly cyclical nature of the forest
products industry, economic conditions in export markets, the possibility that
timber supply could increase if governmental, environmental or endangered
species policies change, and limitations on U.S. Timberlands' ability to
harvest its timber due to adverse natural conditions or increased governmental
restrictions.  For a more complete description of factors, which could impact
U.S. Timberlands and the statements contained herein, reference should be made
to U.S. Timberlands' filings with the United States Securities and Exchange
Commission.

               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN THOUSANDS, EXCEPT PER UNIT INFORMATION)
                                 (UNAUDITED)

                                                    Quarter Ended March 31,
                                                      2001           2000

    Revenues                                          $9,467        $11,924
    Cost of timber harvested                         (4,692)        (3,887)
    Depletion, depreciation and road amortization    (4,907)        (3,803)
    Gross profit (loss)                                (132)          4,234

    Selling, general and administrative              (2,553)        (1,956)
    Equity in net income (loss) of affiliate           (763)          1,277
    Operating income                                 (3,448)          3,555

    Interest expense                                 (5,403)        (5,454)
    Interest income                                       74            122
    Financing fees                                     (168)          (169)
    Other income                                          41            109

    Loss before general partner and
     minority interest                               (8,904)        (1,837)
    Minority interest                                     89             18

    Net loss                                         (8,815)        (1,819)
    General partner interest                              89             18

    Net loss applicable to common and
     subordinated units                             $(8,726)       $(1,801)

    Net loss per Unit (A)                            $(0.68)        $(0.14)

    Units outstanding (A)                         12,859,607     12,859,607

    EBITDDA (B)                                       $1,459         $7,358

    EBITDDA per Unit (A)                               $0.11          $0.56

    (A)   Calculations of per unit amounts are made after giving effect to the
          General Partner's allocation of net income (loss) or EBITDDA.

    (B)   EBITDDA is defined as operating income plus depletion, depreciation,
          road amortization and cost of timber and property sales.


                        U.S. TIMBERLANDS COMPANY, L.P.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                (IN THOUSANDS)

                                                    March 31,    December 31,
                                                      2001           2000
                                                   (UNAUDITED)         *

    ASSETS
    Current assets:
    Cash and cash equivalents                            $--         $3,168
    Accounts and current portion of
     notes receivable - net                            1,406          6,875
    Prepaid expenses and other current assets             36             35

    Total current assets                               1,442         10,078

    Timber and timberlands, net                      251,986        264,673
    Investment in affiliate                           32,171         20,542
    Property, plant and equipment, net                   895            926
    Notes receivable - long-term                         328             --
    Deferred financing fees                            4,480          4,648

    Total assets                                    $291,302       $300,867

    LIABILITIES AND PARTNERS' CAPITAL
    Current liabilities:
    Cash overdraft                                    $2,056            $--
    Accounts payable and accrued liabilities          11,932          6,613
    Deferred revenue                                      --          1,474

    Total current liabilities                         13,988          8,087

    Long-term debt                                   225,000        225,000

    Minority Interest                                    523            678

    Partners' capital:
    Partners' capital                                 51,791         67,102

    Total liabilities and partners' capital         $291,302       $300,867

    *     Derived from audited Consolidated Balance Sheet as of
          December 31, 2000


               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)
                                 (UNAUDITED)

                                                Three Months Ended March 31,
                                                      2001           2000

    CASH FLOWS FROM OPERATING ACTIVITIES:
    Net cash provided by operating activities         $5,591         $7,469

    CASH FLOWS FROM INVESTING ACTIVITIES:
    Timber, timberlands and road additions           (4,253)          (417)
    Purchase of property, plant and equipment - net       --            (6)
    Proceeds from sale of assets                          --             46
    Net cash used in investing activities            (4,253)          (377)

    CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash Overdraft                                     2,056             --
    Distributions to unitholders, general partner,
     and minority interest                           (6,562)        (6,561)
    Net cash used in financing activities            (4,506)        (6,561)

    Decrease in cash and cash equivalents            (3,168)            531
    Cash and cash equivalents - beginning of period    3,168          2,798

    Cash and cash equivalents - end of period            $--         $3,329

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SOURCE U.S. Timberlands Company, L.P.




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    Company News On-Call:
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    800-758-5804, ext. 128507
    CONTACT:
    Thomas C. Ludlow, Chief Financial Officer of
    U.S. Timberlands Company, L.P., 212-755-1100