<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ........... TO ............
Commission File Number 1-8997
RAYONIER TIMBERLANDS, L.P.
A Delaware Limited Partnership
I.R.S. Employer Identification No. 06-1148227
1177 SUMMER STREET, STAMFORD, CT 06905-5529
(Principal Executive Office)
Telephone Number: (203) 348-7000
--------
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 and (2) has been subject to such filing requirements for
the past 90 days.
YES (x) NO ( )
<PAGE> 2
RAYONIER TIMBERLANDS, L.P.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Income for the Quarters Ended
March 31, 1995 and 1994 1
Balance Sheets as of March 31, 1995 and
December 31, 1994 2
Statements of Cash Flows for the Quarters Ended
March 31, 1995 and 1994 3
Notes to Financial Statements 4 - 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8 - 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
Signature 10
Exhibit Index 11
</TABLE>
i
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following unaudited financial statements reflect, in the opinion of Rayonier
Forest Resources Company, the managing general partner of Rayonier Timberlands,
L.P., all adjustments (which include only normal recurring adjustments)
necessary for a fair presentation of the results of operations, the financial
position, and the cash flows for the periods presented. Certain
reclassifications have been made to prior year's financial statements to conform
to current year presentation. For a full description of accounting policies, see
notes to financial statements in the 1994 annual report on Form 10-K.
RAYONIER TIMBERLANDS, L.P.
STATEMENTS OF INCOME
FOR THE QUARTERS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
Thousands, except per unit information
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
SALES
Timber sales
Unaffiliated parties $36,842 $49,237
Rayonier 9,242 4,540
------- -------
46,084 53,777
Timberland sales 2,471 434
------- -------
TOTAL SALES 48,555 54,211
------- -------
COSTS AND EXPENSES
Cost of timber sold
Unaffiliated parties 5,042 5,896
Rayonier 1,253 511
------- -------
6,295 6,407
Cost of timberland sold 639 91
Forest management, overhead, and general
and administrative expenses 2,740 2,865
------- -------
TOTAL COSTS AND EXPENSES 9,674 9,363
------- -------
OTHER OPERATING INCOME 223 156
------- -------
OPERATING INCOME 39,104 45,004
------- -------
OTHER INCOME AND DEDUCTIONS
Primary Account interest income from Rayonier 1,224 1,309
Secondary Account interest expense to Rayonier (3,136) (2,684)
Minority interest of General Partners in RTOC (372) (436)
------- -------
(2,284) (1,811)
------- -------
PARTNERSHIP INCOME $36,820 $43,193
======= =======
INCOME PER PUBLICLY TRADED CLASS A UNIT* $ 1.84 $ 2.19
======= =======
INCOME PER RAYONIER OWNED CLASS A UNIT* $ 1.84 $ 2.19
======= =======
</TABLE>
* Refer to calculations on page 6.
1
<PAGE> 4
RAYONIER TIMBERLANDS, L.P.
BALANCE SHEETS
(UNAUDITED)
Thousands
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
--------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash $ 37 $ 150
Receivables - net 10,257 9,942
Inventories 337 322
Prepaid logging roads 3,570 3,919
Primary Account short-term investment notes of Rayonier 47,700 42,700
Trade and intercompany receivables from Rayonier and affiliates 4,128 4,211
------- -------
Total current assets 66,029 61,244
LONG-TERM RECEIVABLES 600 -
PRIMARY ACCOUNT LONG-TERM INVESTMENT NOTES
OF RAYONIER 5,000 5,000
FIXED ASSETS - NET 879 914
TIMBER, TIMBERLANDS, AND LOGGING ROADS,
LESS DEPLETION AND AMORTIZATION 271,244 270,656
-------- --------
TOTAL ASSETS $343,752 $337,814
======== ========
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Advance deposits $ 9,343 $ 5,061
Accounts payable 1,559 1,674
Accrued liabilities
Taxes 2,045 1,527
All other 470 553
Current timber obligations 159 148
Advances from Rayonier 91 66
-------- --------
Total current liabilities 13,667 9,029
SECONDARY ACCOUNT LONG-TERM NOTES
PAYABLE TO RAYONIER 148,450 143,800
LONG-TERM TIMBER OBLIGATIONS 508 645
MINORITY INTEREST OF GENERAL PARTNERS IN RTOC 5,269 5,302
PARTNERS' CAPITAL
General Partners 5,221 5,253
Limited Partners (20,000,000 Class A Depositary
Units and 20,000,000 Class B Depositary Units
issued and outstanding) 170,637 173,785
-------- --------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $343,752 $337,814
======== ========
</TABLE>
2
<PAGE> 5
RAYONIER TIMBERLANDS, L.P.
STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
Thousands
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Partnership income $ 36,820 $ 43,193
Non-cash items included in income
Depletion, depreciation, and amortization 2,475 1,945
Minority interest of General Partners in RTOC 372 436
Increase in receivables (315) (8,219)
Decrease in prepaid logging roads 349 821
Increase in advance deposits 4,282 366
Increase in accounts payable and accrued liabilities 320 3,122
Other changes in working capital 93 (67)
-------- --------
Cash provided by operating activities 44,396 41,597
-------- --------
INVESTING ACTIVITIES
Capital expenditures less sales and retirements
of $573 and $87 in 1995 and 1994 (3,028) (3,779)
Increase in Primary Account investment
notes of Rayonier (47,700) (4,800)
Settlement of Primary Account investment
notes of Rayonier 42,700 75,000
Increase in long-term receivables (600) (1,297)
-------- --------
Cash (used for) provided by investing activities (8,628) 65,124
-------- --------
FINANCING ACTIVITIES
Decrease in timber obligations (126) (116)
Increase in Secondary Account long-term notes
payable to Rayonier 4,650 6,100
Partnership distributions (40,000) (111,579)
Distributions to General Partners of RTOC (405) (1,127)
-------- --------
Cash used for financing activities (35,881) (106,722)
-------- --------
CASH
Net decrease in cash (113) (1)
Balance at beginning of year 150 16
-------- --------
Balance at end of period $ 37 $ 15
======== ========
Supplemental disclosures of cash flow information
Cash received for interest - Primary Account $ 1,224 $ 1,309
======== ========
Cash paid for interest - Secondary Account $ 3,184 $ 2,743
======== ========
</TABLE>
3
<PAGE> 6
RAYONIER TIMBERLANDS, L.P.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per unit information)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Rayonier Timberlands, L.P. (RTLP), a Delaware limited partnership, began
operations on November 20, 1985 succeeding to substantially all of the
timberlands business of Rayonier Inc. (Rayonier). Rayonier Forest Resources
Company (RFR), a wholly owned subsidiary of Rayonier, is the Managing General
Partner of RTLP and Rayonier is the Special General Partner of RTLP.
RTLP operates through Rayonier Timberlands Operating Company, L.P. (RTOC), a
Delaware limited partnership, in which RTLP holds a 99 percent limited partner
interest, and RFR and Rayonier together hold a 1 percent general partner
interest. RFR is the Managing General Partner of RTOC and Rayonier is the
Special General Partner of RTOC.
In addition to its General Partners' interests, Rayonier is also a Limited
Partner and owns 74.7 percent of RTLP's issued and outstanding Class A Units and
100 percent of RTLP's issued and outstanding Class B Units.
The officers, directors, and employees of Rayonier and RFR perform all
management and business activities for RTLP and RTOC. RTLP and RTOC have no
officers, directors, or employees.
ALLOCATIONS OF PARTNERSHIP INTEREST
RTLP records all of its activities in two accounts, the Primary Account and the
Secondary Account. The Class A unitholders, the Class B unitholders, and the
General Partners all participate in both accounts, but in different percentages.
The participation in the revenues and expenses of RTLP follows:
<TABLE>
<CAPTION>
Primary Secondary
Account Account
------- ---------
<S> <C> <C>
Class A unitholders 95% 4%
Class B unitholders 4% 95%
General Partners 1% 1%
---- ----
Total 100% 100%
==== ====
</TABLE>
IN ACCORDANCE WITH RTLP'S PARTNERSHIP AGREEMENT, THE PRIMARY ACCOUNT WILL BE
CLOSED AT THE END OF THE INITIAL TERM ON DECEMBER 31, 2000. SUBSEQUENT TO THAT
DATE, THE CLASS A UNITHOLDERS WILL PARTICIPATE IN 4 PERCENT OF THE REVENUES AND
EXPENSES OF RTLP AND 4 PERCENT OF ITS CASH FLOW AFTER ALL SECONDARY ACCOUNT DEBT
HAS BEEN REPAID.
INVESTING AND FINANCING ACTIVITIES
The excess of operating cash flow generated by the Primary Account over amounts
distributed to unitholders is invested with Rayonier in accordance with the
Partnership Agreement and are repayable on demand. Interest is due quarterly and
the stated interest rates are at least equivalent to the rate Rayonier would be
charged by an outside party for equivalent borrowings.
The Partnership has expenditures that relate primarily to timber that will be
harvested after the Initial Term, such as costs of site preparation, planting,
reforestation, pre-commercial thinning, and similar activities, all of which are
allocated to the Secondary Account of the Partnership. Rayonier funds these
expenditures on behalf of the Partnership and, in accordance with the
Partnership Agreement, RTLP incurs obligations to Rayonier that mature on
January 1, 2001.
Under the terms of the Partnership Agreement, cash credited to the Primary
Account may not be loaned or otherwise used for the benefit of the Secondary
Account. Accordingly, the Partnership is not permitted to use proceeds from the
Primary Account Investment Notes of Rayonier to repay the Secondary Account
Long-Term Notes Payable to Rayonier.
4
<PAGE> 7
RAYONIER TIMBERLANDS, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(Dollar amounts in thousands, except per unit information)
PARTNERS' CAPITAL
An analysis of the activity in the Partners' Capital accounts of RTLP for the
quarters ended March 31, 1995 and 1994 follows:
<TABLE>
<CAPTION>
Limited Partners General Partners Total
---------------- ---------------- ---------
<S> <C> <C> <C>
Balance, January 1, 1995 $ 173,785 $ 5,253 $ 179,038
Partnership income 36,452 368 36,820
Partnership distributions (39,600) (400) (40,000)
--------- ------- ---------
Balance, March 31, 1995 $ 170,637 $ 5,221 $ 175,858
========= ======= =========
Balance, January 1, 1994 $ 243,844 $ 5,962 $ 249,806
Partnership income 42,761 432 43,193
Partnership distributions (110,463) (1,116) (111,579)
--------- ------- ---------
Balance, March 31, 1994 $ 176,142 $ 5,278 $ 181,420
========= ======= =========
</TABLE>
RTLP distributions in 1994 included a special distribution of $80.0 million
($4.00 per Unit) paid on March 31, 1994. In addition to the RTLP distributions,
RTOC distributed $405 and $1,127 to its General Partners during the first
quarter of 1995 and 1994, respectively.
5
<PAGE> 8
RAYONIER TIMBERLANDS, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(Dollar amounts in thousands, except per unit information)
2. COMPUTATION OF INCOME PER CLASS A UNIT
The Partnership Agreement provides for the allocation of Partnership income
among the General and Limited Partners. The following tables present the
computation of income per Class A Unit for the quarters ended March 31, 1995 and
1994:
<TABLE>
<CAPTION>
1995 1994
------------------------- ---------------------------
Primary Secondary Primary Secondary
Account Account Account Account
------- --------- ------- ---------
<S> <C> <C> <C> <C>
Timber and timberland sales $46,084 $ 2,471 $53,776 $ 435
Interest and other income - net 1,271 (2,960) 1,362 (2,581)
Costs and expenses (8,187) (1,487) (8,463) (900)
Interest of General Partners in RTOC (392) 20 (466) 30
------- ------- ------- -------
PARTNERSHIP INCOME $38,776 $(1,956) $46,209 $(3,016)
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Publicly Rayonier Publicly Rayonier
Traded Owned Traded Owned
A Units A Units A Units A Units
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Income for Class A Units
95% of Primary Account $ 9,320 $27,517 $11,106 $32,793
4% of Secondary Account (20) (58) (31) (90)
------- ------- ------- -------
Total income for Class A Units $ 9,300 $27,459 $11,075 $32,703
======= ======= ======= =======
Units outstanding 5,060,000 14,940,000 5,060,000 14,940,000
========= ========== ========= ==========
INCOME PER CLASS A UNIT $ 1.84 $ 1.84 $ 2.19 $ 2.19
======= ======= ======= =======
</TABLE>
6
<PAGE> 9
RAYONIER TIMBERLANDS, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(Dollar amounts in thousands, except per unit information)
3. OPERATING CASH FLOW ALLOCABLE TO CLASS A UNITS
Operating cash flow allocable to a Class A Unit is calculated by multiplying 99
percent (Limited Partners' interest in RTLP) of operating cash flow allocated to
the Primary and Secondary Accounts by the respective 95 percent and 4 percent
Class A Unit interest in those accounts. In determining operating cash flow,
Partnership results are adjusted for non-cash costs and expenses without the
effects of changes in working capital. The following tables present the
calculations of operating cash flow allocable to Class A Units for the quarters
ended March 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
------------------------------- -----------------------------
Primary Secondary Primary Secondary
Account Account Account Account
---------- ----------- --------- ----------
<S> <C> <C> <C> <C>
Timber and timberland sales $ 46,084 $ 2,471 $ 53,776 $ 435
Interest and other income - net 1,271 (2,960) 1,362 (2,581)
Costs and expenses - other than non-cash
items and the General Partners'
interest in RTOC (5,762) (867) (6,565) (777)
Capital expenditures (565) (3,036) (961) (2,905)
General Partners' interest in RTOC (410) 44 (476) 58
---------- ---------- --------- ----------
OPERATING CASH FLOW $ 40,618 $ (4,348) $ 47,136 $ (5,770)
========== ========== ========= ==========
</TABLE>
<TABLE>
<CAPTION>
Publicly Rayonier Publicly Rayonier
Traded Owned Traded Owned
A Units A Units A Units A Units
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Cash allocable to Class A Units
95% of Primary Account $ 9,763 $ 28,824 $ 11,329 $ 33,450
4% of Secondary Account (44) (130) (58) (173)
---------- ----------- ---------- -----------
OPERATING CASH FLOW ALLOCABLE TO
CLASS A UNITS $ 9,719 $ 28,694 $ 11,271 $ 33,277
========== =========== ========== ===========
Units outstanding 5,060,000 14,940,000 5,060,000 14,940,000
========== =========== ========== ===========
Primary Account cash flow per unit $ 1.93 $ 1.93 $ 2.24 $ 2.24
Secondary Account cash flow per unit (.01) (.01) (.01) (.01)
---------- ----------- ---------- ----------
OPERATING CASH FLOW PER CLASS A UNIT $ 1.92 $ 1.92 $ 2.23 $ 2.23
========== =========== ========== ==========
</TABLE>
7
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table summarizes the sales, operating income, partnership income,
and selected operating statistics of the Partnership, for the periods indicated,
by United States geographic region (thousands):
<TABLE>
<CAPTION>
For the Quarter Ended March 31,
---------------------------------
1995 1994
------- -------
<S> <C> <C>
TIMBER SALES
Northwest $25,685 $41,954
Southeast 20,399 11,823
------- -------
46,084 53,777
------- -------
TIMBERLAND SALES
Northwest - 281
Southeast 2,471 153
------- -------
2,471 434
------- -------
TOTAL SALES $48,555 $54,211
======= =======
OPERATING INCOME
Northwest $21,249 $36,548
Southeast 18,278 8,895
Corporate and other (423) (439)
------- -------
$39,104 $45,004
======= =======
PARTNERSHIP INCOME $36,820 $43,193
======= =======
SELECTED OPERATING STATISTICS
Northwest harvest volumes
Stumpage (thousands of MBF) 37.6 54.1
Delivered logs (thousands of MBF) 8.5 11.6
------- -------
46.1 65.7
======= =======
Southeast harvest volumes
Pine (thousands of tons) 590.3 435.0
Hardwood (thousands of tons) 41.0 14.7
------- -------
631.3 449.7
======= =======
</TABLE>
Sales for the first quarter of 1995 were $48.6 million which was $5.7 million,
or 10 percent, lower than last year's first quarter. Timber sales were $46.1
million, down $7.7 million, or 14 percent, from the comparable 1994 period.
Timberland sales were $2.5 million, up $2.0 million from 1994.
Partnership income was $36.8 million or $1.84 per Class A Unit which was $6.4
million, or 35 cents per Class A Unit, lower than 1994 results. Operating cash
flow allocable to each Class A Unit was $1.92, down 31 cents per Class A Unit.
Most of the timber from Partnership lands in the Northwest is resold by the
Partnership's customers into log export markets, primarily in Japan, Korea, and
China. In the Northwest region, 1995 first quarter volume and prices were
significantly lower than the prior year. Unfavorable market conditions in late
1993 caused many customers to defer harvesting high-priced contracts until early
1994, resulting in unusually high harvest levels and prices in the first quarter
of 1994. For the three months ended March 31, 1995, the stumpage harvest volume
was 31 percent lower than the prior year. In addition, 1995 first quarter
stumpage prices were 15 percent lower than the prior year. As a result, sales
declined $16.6 million, or 39 percent, to $25.7 million and operating income
declined $15.3 million, or 42 percent, to $21.2 million.
In the Southeast, pulpwood timber is sold by the Partnership customers for the
production of pulp and paper with sawlog timber sold to lumber and plywood
manufacturers. In this region, first quarter sales increased $10.9 million, or
91 percent, to $22.9 million and
8
<PAGE> 11
operating income increased $9.4 million, or 105 percent, to $18.3 million,
reflecting higher pine harvest volume and stronger prices. Pine harvest volume
increased approximately 36 percent and prices were up 26 percent over the 1994
period due to higher demand from the pulp and paper industry and unusually wet
weather in the Southeast which caused customers to harvest on Partnership lands
rather than the comparatively wetter competitive sources.
Interest income, earned mainly from the Primary Account's investment notes of
Rayonier, decreased $0.1 million to $1.2 million in 1995 due to lower balances
of investment notes of Rayonier, partially offset by higher interest rates in
1995. Interest expense, on increased loans and advances to the Secondary Account
by Rayonier, rose $0.5 million to $3.1 million.
FUTURE OPERATIONS
The 1995 first quarter harvest level in the Northwest and in the Southeast
represented approximately 25 percent and 32 percent, respectively, of the
current projection of their 1995 harvests. In the first quarter of 1994, the
harvest levels in the Northwest and in the Southeast were 34 percent and 22
percent, respectively, of the actual full year harvests.
Contract terms allow customers to harvest their commitments over various time
periods, and therefore, volume currently under contract may not be fully cut
within this fiscal year. As of March 31, 1995, volume representing approximately
85 percent of the projected 1995 harvest of stumpage and pine was cut or
committed under contract. As of March 31, 1994, 85 percent of the final 1994
harvest was cut or committed.
At March 31, 1995, Rayonier held contracts representing approximately 2 percent
and 8 percent of the uncut volume under contract in the Northwest and Southeast
regions, respectively. In addition, three customers under common ownership held
contracts representing approximately 29 percent of the uncut volume under
contract in the Northwest. Three additional unrelated customers held contracts
representing approximately 24 percent, 12 percent, and 10 percent, respectively,
of the uncut Northwest volume under contract. These six customers are not
affiliated with the Partnership.
LIQUIDITY AND CASH FLOW
As of March 31, 1995, the Partnership was due trade and intercompany receivables
from Rayonier and affiliates of $4.1 million. In addition, the Primary Account
of the Partnership held $47.7 million of short-term investment notes of Rayonier
and an additional $5.0 million of long-term investment notes of Rayonier
resulting from the cumulative net cash flow, since inception, of the Primary
Account after distributions to unitholders. The Partnership can call the
investment notes at any time to fund Partnership working capital requirements,
capital expenditures, and reserves.
The Secondary Account of the Partnership had total outstanding debt of $149.1
million at March 31, 1995 including long-term notes payable to Rayonier of
$148.5 million that mainly represent the obligations incurred as a result of
Secondary Account advances by Rayonier. Capital expenditures for the three
months ended March 31, 1995 and 1994 were $3.6 million and $3.9 million,
respectively. Funding of future capital requirements is expected to continue
from Rayonier.
On March 31, 1995 and 1994, the Partnership made quarterly distributions of
$38.0 million ($1.90 per Unit) and $26.0 million ($1.30 per Unit), respectively,
to all outstanding Class A unitholders. On March 31, 1994, the Partnership also
made a special distribution of $80.0 million ($4.00 per Unit). Quarterly
distributions of $2.0 million and $1.4 million were also made to Class B
unitholders and to the General Partners in the first quarter of 1995 and 1994,
respectively. In connection with the special distribution in 1994, $4.2 million
was distributed to Class B unitholders and to the General Partners.
As the Initial Term approaches its expiration date (December 31, 2000) the Board
of Directors of Rayonier Forest Resources Company (RFR) has determined that cash
needs for reserves, acquisitions and working capital will be minimal and that
any excess cash will be distributed. Future distributions will approximate
actual Partnership results each year by keeping the distribution relatively
constant in the second, third, and fourth quarters and by making an adjustment
in the first quarter of the following year to bring the cumulative distribution
in line with Partnership results. The 1995 first quarter distribution of $1.90
included such an adjustment. It is expected that the second quarter distribution
will be less than the first. The Board indicated that it would continue to
maintain a minimum of cash in working capital to be distributed following the
end of the Initial Term.
WHEN THE INITIAL TERM ENDS ON DECEMBER 31, 2000, THE PRIMARY ACCOUNT OF THE
PARTNERSHIP WILL BE CLOSED BUT THERE WILL NOT BE ANY REDEMPTION OF THE PARTNERS'
CAPITAL ACCOUNTS. THE INTEREST OF CLASS A UNITHOLDERS IN THE PARTNERSHIP'S
FUTURE REVENUES, EXPENSES, AND CASH FLOWS WILL THEN DECREASE FROM 95 PERCENT TO
4 PERCENT. POSITIVE CASH FLOWS WILL BE SUBSTANTIALLY AFFECTED BY SECONDARY
ACCOUNT DEBT THAT WILL HAVE TO BE REPAID. AS A RESULT, IT IS EXPECTED THAT THE
MARKET PRICE OF CLASS A UNITS SHOULD BEGIN TO DECLINE SUBSTANTIALLY SOMETIME
PRIOR TO DECEMBER 31, 2000.
9
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) See Exhibit Index
(b) Rayonier Timberlands, L.P. did not file any Report on Form 8-K during
the quarter covered by this report.
SIGNATURE
Pursuant to the requirements of Section 13 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.
RAYONIER TIMBERLANDS, L.P.
(A Delaware Limited Partnership)
By: RAYONIER FOREST RESOURCES
COMPANY
Managing General Partner
By KENNETH P. JANETTE
Kenneth P. Janette
Vice President and Corporate Controller
(Chief Accounting Officer)
May 15, 1995
10
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION LOCATION
----------- ----------- --------
<S> <C> <C>
2 Plan of acquisition, reorganization, arrangement, None
liquidation, or succession
3(a) Partnership Agreement of the Partnership No amendments
3(b) Forms of Class A Certificate of Limited Partnership No amendments
and Class B Certificate of Limited Partnership
of the Partnership
3(c) Partnership Agreement of Operating Partnership No amendments
3(d) Forms of Class A Certificate of Limited Partnership No amendments
and Class B Certificate of Limited Partnership
of the Operating Partnership
4 Instruments defining the rights of security holders, None
including indentures
10 Material contracts None
11 Statement re computation of per share earnings Not applicable
15 Letter re unaudited interim financial information None
18 Letter re change in accounting principles Not applicable
19 Previously unfiled documents None
22 Published report regarding matters submitted None
to vote of security holders
23 Consents of experts and counsel None
24 Power of attorney None
27 Financial data schedule Filed herewith
99 Additional exhibits None
</TABLE>
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 37
<SECURITIES> 0
<RECEIVABLES> 10,257
<ALLOWANCES> 0
<INVENTORY> 337
<CURRENT-ASSETS> 66,029
<PP&E> 1,762
<DEPRECIATION> 883
<TOTAL-ASSETS> 343,752
<CURRENT-LIABILITIES> 13,667
<BONDS> 148,450
<COMMON> 0
0
0
<OTHER-SE> 175,858
<TOTAL-LIABILITY-AND-EQUITY> 343,752
<SALES> 48,555
<TOTAL-REVENUES> 48,555
<CGS> 6,934
<TOTAL-COSTS> 6,934
<OTHER-EXPENSES> 2,889
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,912
<INCOME-PRETAX> 36,820
<INCOME-TAX> 0
<INCOME-CONTINUING> 36,820
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,820
<EPS-PRIMARY> 1.84
<EPS-DILUTED> 1.84
</TABLE>
