UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the month of April, 2010
COMMISSION
FILE NUMBER 001-33373
CAPITAL
PRODUCT PARTNERS L.P.
(Translation
of registrant's name into English)
3
IASSONOS STREET
PIRAEUS,
18537 GREECE
(address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F x Form
40-F o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Yes o No x
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Yes o No x
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule
12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “yes” is marked,
indicate below this file number assigned to the registrant in connection with
Rule 12g3-2(b): N/A
Item
1 –
Information Contained in this Form 6-K Report
Attached
as Exhibit I is a press release of Capital Product Partners L.P., dated
April 30,
2010.
This
report on Form 6-K is hereby incorporated by reference into the registrant's
registration statement, registration number 333-153274, dated October 1,
2008.
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.
| By Capital Product Partners, L.P., its general partner | |||
|
|
|
/s/ Ioannis E. Lazaridis | |
| Name: Ioannis E. Lazaridis | |||
| Title:
Chief Executive
Officer and Chief Financial Officer
of Capital GP L.L.C.
|
|||
Dated: April 30, 2010
Exhibit
I
CAPITAL PRODUCT PARTNERS L.P. ANNOUNCES FIRST QUARTER 2010 FINANCIAL
RESULTS
ATHENS,
Greece, April 30, 2010 -- Capital Product Partners L.P. (the "Partnership"),
(Nasdaq: CPLP), an international owner of modern double-hull tankers, today
released its financial results for the first quarter ended March 31,
2010.
The
Partnership's net income for the quarter ended March 31, 2010 was $6.8 million,
or $0.25 per limited partnership unit, which is $0.04 higher than the $0.21 per
unit from the previous quarter ended December 31, 2009, and $0.10 lower than the
$0.35 per unit from the first quarter of 2009. The reported results of
operations and cash flows presented below reflect the consolidation of the M/T
Atrotos, which was acquired on March 1, 2010, for the full quarter, as the
transaction was between two entities under common control.
Operating
surplus for the quarter ended March 31, 2010 was $11.7 million, $1.5 million
higher than the $10.2 million from the fourth quarter of 2009 and $0.2 million
lower than the $11.9 million from the first quarter of 2009. Operating surplus
is a non-GAAP financial measure used by certain investors to measure the
financial performance of the Partnership and other master limited partnerships.
(Please see Appendix A for a reconciliation of this non-GAAP measure to net
income.)
Revenues
for the first quarter of 2010 were $31.1 million, compared to $32.3 million in
the first quarter of 2009. The lower revenues generated reflect the lower
charter rates at which we have re-chartered two of the Partnership’s vessels
whose original charters expired during the quarter and lower profit sharing
revenues. The Partnership earned $0.4 million in profit share revenues on the
back of a buoyant Suezmax market in January 2010 and from the ice trading of one
of the medium range (MR) tankers chartered to Capital Maritime & Trading
Corp., our Sponsor (“Capital Maritime”), compared to $0.7 million earned in the
first quarter of 2009.
Total
operating expenses for the first quarter of 2010 were $15.8 million, including
$7.0 million in fees for the commercial and technical management of the fleet
paid to a subsidiary of Capital Maritime, $7.4 million in depreciation and $0.6
million in general and administrative expenses, compared to $15.5 million total
operating expenses for the first quarter of 2009.
Net
interest expense and finance cost for the quarter amounted to $7.9 million
compared to $7.3 million for the first quarter of 2009. The increase in net
interest expense and finance cost is primarily due to the higher interest margin
applicable to our loan facilities since June 30, 2009 and to lower cash deposit
rates.
As of
March 31, 2010 the Partnership's long-term debt remained unchanged compared to
December 31, 2009 at $474.0 million and partners' capital increased to $195.6
million following the issuance of 5,800,000 additional common units in February
2010 described further below. Current undrawn debt facilities amount to $246.0
million subject to compliance with the terms of our loan
facilities.
Market
Commentary
Overall,
average product tanker spot earnings improved considerably over the first
quarter of 2010 to levels last seen in the first quarter of 2009. This was due
to the boost to refinery margins and to the demand for product tankers in the
western hemisphere from a prolonged cold spell as well as an improved oil demand
on the back of an improving global economy. The period charter market also saw a
slight improvement both in terms of charter rates and volume of fixtures, as
charterers started showing signs of higher confidence in the market based on the
improved spot rates.
The
Suezmax market experienced a strong start to the year with earnings improving
considerably, compared to the year end 2009, as strong demand both in the
Atlantic Basin and to the Far East drove rates upwards.
Fleet
Developments
On March
1, 2010 the Partnership acquired the M/T Atrotos (renamed M/T El Pipila) (2007
Hyundai Mipo 47,000 dwt ICE Class 1A) from Capital Maritime at a purchase price
of $43 million. The M/T Atrotos is the Partnership’s sixteenth modern MR tanker,
bringing the size of its fleet to 19 vessels and is chartered to Petróleos
Mexicanos (PEMEX), the state-owned Mexican petroleum company, through
Arrendadora Ocean Mexicana, S.A. de C.V., under a charter expected to expire in
March 2014. The net base rate under the charter is $19,900 per day, which includes a payment to Capital Maritime
for technical management fees. The vessel's total operating expenses are fixed
until the expiration of the charter at a daily rate of
$3,575.
The M/T
Avax (2007 Hyundai Mipo 47,000 dwt ICE Class 1A) has been re-chartered with BP
Shipping Ltd. for 11-13 months at a net daily rate of $12,500 including a 50/50
profit sharing arrangement for breaking IWL commencing on May 5th. The
net daily charter rate of the M/T Avax under its existing charter is
$20,500.
The M/T
Aristofanis (2005 Baima Shipyard 12,000 dwt), whose charter with Shell
International Trading & Shipping Company Ltd. expired towards the end of the
first quarter of 2010, is expected to be employed in the spot market following
the completion of its scheduled special survey and upgrade to IMO III type
chemical tanker. Her sister vessel, the M/T Attikos, has also been trading in
the spot market since mid January 2010 following completion of its special
survey and upgrade to IMO III type chemical tanker.
Following
the rechartering of the M/T Avax, 77% of the fleet total days for the remainder
of 2010, and 45% of the fleet total days in 2011 will be secured under period
charter coverage.
Completion
of Offering of 6,281,578 Common Units
On
February 23, 2010 the Partnership announced the issuance of 5,800,000 common
units at a public offering price of $8.85 per common unit. An additional 481,578
common units were subsequently sold on the same terms following the partial
exercise of the over-allotment option granted to the underwriters. Capital GP
LLC, the Partnership’s general partner, participated in both the offering and
the exercise of the over-allotment option and purchased an additional 128,195
units at the public offering price, thereby maintaining its 2 percent interest
in the Partnership.
Aggregate
proceeds to the Partnership, before expenses relating to the offering, were
approximately $54.1 million. The net proceeds from the offering were used to
acquire the M/T Atrotos (renamed M/T El Pipila) at an acquisition price of $43
million and for general partnership purposes.
Management
Commentary
Mr.
Ioannis Lazaridis, Chief Executive and Chief Financial Officer Partnership’s
general partner commented: "During the first quarter of 2010, we have observed
an improvement in the product tanker market from its multi year lows. The
product tanker industry has seen an overall improvement in the average spot
earnings levels, and slightly higher period rates. We continue to closely
examine key industry factors in order to assess the market recovery for the
remainder of 2010 and 2011. These factors include changes in oil product demand,
oil refinery utilization rates, the implementation of the single-hull tanker
phase out, the availability of shipping finance, as well as further delays and
cancellations that could reduce the number of new tanker vessel
deliveries.”
Mr.
Lazaridis continued: “We are pleased that the rechartering of the M/T Avax with
BP Shipping Ltd. has further increased the Partnership’s charter coverage for
2010 and 2011 and further developed our relationship with one of the largest oil
majors and product tankers charterers. Lastly, the acquisition of the M/T
Atrotos, through a successful secondary offering, demonstrates our commitment
towards our long-term business strategy of growth through accretive
acquisitions.”
Quarterly
Cash Distribution
On April
23, 2010, the Board of Directors of the Partnership declared a cash distribution
of $0.225 per unit for the first quarter of 2010, in line with management’s
annual guidance as stated in the fourth quarter 2009 earnings press release. The
first quarter 2010 distribution will be paid on May 14, 2010 to unit holders of
record on May 6, 2010.
Conference
Call and Webcast
Today,
Friday, April 30, 2010 and at 10:00 am Eastern Time (U.S.) the Partnership will
host an interactive conference call.
Conference
Call details:
Participants
should dial into the call 10 minutes before the scheduled time using the
following numbers: 1(866) 819-7111 (from the US), 0(800) 953-0329 (from the UK)
or +(44) (0) 1452 542 301 (from outside the US). Please quote “Capital Product
Partners.”
A replay
of the conference call will be available until May 7, 2010. The United States
replay number is 1(866) 247-4222; the UK replay number is 0(800) 953-1533; the
standard international replay number is (+44) (0) 1452 550 000 and the access
code required for the replay is: 69648481#.
Slides
and audio webcast:
The slide
presentation accompanying the conference call will be available on the
Partnership's website at www.capitalpplp.com. An audio webcast of the call will
also be accessible on the website. The relevant links will be found in the
Investor Relations section of the website.
Forward Looking
Statements:
The
statements in this press release that are not historical facts, including our
expectations regarding developments in the markets, their effects and the
factors which may contribute to a market recovery, our expectations regarding
the employment of our vessels, our expected charter coverage ratios for 2010 and
2011 and expectations regarding our quarterly distribution may be
forward-looking statements (as such term is defined in Section 21E of the
Securities Exchange Act of 1934, as amended). These forward-looking statements
involve risks and uncertainties that could cause the stated or forecasted
results to be materially different from those anticipated. Unless required by
law, we expressly disclaim any obligation to update or revise any of these
forward-looking statements, whether because of future events, new information, a
change in our views or expectations, to conform them to actual results or
otherwise. We assume no responsibility for the accuracy and completeness of the
forward-looking statements. We make no prediction or statement about the
performance of our common units.
About
Capital Product Partners L.P.
Capital
Product Partners L.P. (Nasdaq:CPLP), a Marshall Islands master limited
partnership, is an international owner of modern double-hull tankers. The
Partnership owns 19 vessels, including 16 modern MR tankers, two small product
tankers and one suezmax crude oil tanker. Most of its 19 vessels are under
medium- to long-term charters to BP Shipping Limited, Morgan Stanley Capital
Group Inc., Overseas Shipholding Group and Capital Maritime & Trading
Corp.
For more
information about the Partnership, please visit our website: www.capitalpplp.com.
| Contact Details: | |
|
Capital
GP L.L.C.
|
Investor
Relations / Media
|
|
Ioannis
Lazaridis, CEO and CFO
|
Nicolas
Bornozis, President
|
|
+30
(210) 4584 950
|
Capital
Link, Inc. (New York)
|
|
E-mail: i.lazaridis@capitalpplp.com
|
Tel.
+1-212-661-7566
|
|
E-mail: cplp@capitallink.com
|
|
|
Capital
Maritime & Trading Corp.
|
|
|
Jerry
Kalogiratos
|
|
|
+30
(210) 4584 950
|
|
|
j.kalogiratos@capitalpplp.com
|
Capital
Product Partners L.P.
Unaudited
Condensed Consolidated and Combined Statements of Income (Note 1)
(In
thousands of United States Dollars, except number of units and earnings per
unit)
|
For
the three month period ended March 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Revenues
|
29,977 | 32,331 | ||||||
|
Revenues
– related party
|
1,152 | - | ||||||
|
Total
Revenues
|
31,129 | 32,331 | ||||||
|
Expenses:
|
||||||||
|
Voyage
expenses
|
795 | 286 | ||||||
|
Vessel
operating expenses - related party
|
7,036 | 6,503 | ||||||
|
Vessel
operating expenses
|
- | 618 | ||||||
|
General
and administrative expenses
|
630 | 789 | ||||||
|
Depreciation
|
7,363 | 7,281 | ||||||
|
Operating
income
|
15,305 | 16,854 | ||||||
|
Other
income (expense), net:
|
||||||||
|
Interest
expense and finance cost
|
(8,181 | ) | (7,873 | ) | ||||
|
Interest
income
|
320 | 526 | ||||||
|
Foreign
currency (loss)/gain, net
|
(11 | ) | 15 | |||||
|
Total
other (expense), net
|
(7,872 | ) | (7,332 | ) | ||||
|
Net
income
|
7,433 | 9,522 | ||||||
|
Less:
|
||||||||
|
Net
income attributable to CMTC operations
|
658 | 722 | ||||||
|
Partnership’s
net income
|
6,775 | 8,800 | ||||||
|
General
Partner’s interest in Partnership’s net income
|
$ | 136 | $ | 176 | ||||
|
Limited
Partners’ interest in Partnership’s net income
|
6,639 | 8,624 | ||||||
|
Net
income per:
|
||||||||
|
· Common
units (basic and diluted)
|
0.25 | 0.38 | ||||||
|
· Subordinated
units (basic and diluted)
|
- | 0.22 | ||||||
|
· Total
units (basic and diluted)
|
0.25 | 0.35 | ||||||
|
Weighted-average
units outstanding:
|
||||||||
|
· Common
units (basic and diluted)
|
27,088,525 | 20,512,229 | ||||||
|
· Subordinated
units (basic and diluted)
|
- | 4,304,922 | ||||||
|
· Total
units (basic and diluted)
|
27,088,525 | 24,817,151 | ||||||
Capital
Product Partners L.P.
Unaudited
Condensed Consolidated and Combined Balance Sheets (Note 1)
(In
thousands of United States Dollars, except number of shares and units)
|
March
31, 2010
|
December
31, 2009
|
|||||||
|
Assets
|
||||||||
|
Current
assets
|
||||||||
|
Cash
and cash equivalents
|
$ | 1,321 | $ | 3,552 | ||||
|
Short
term investments
|
43,294 | 30,390 | ||||||
|
Trade
accounts receivable
|
1,218 | 735 | ||||||
|
Due
from related party
|
66 | 2,681 | ||||||
|
Inventory
|
185 | 111 | ||||||
|
Prepayments
and other assets
|
475 | 522 | ||||||
|
Total
current assets
|
46,559 | 37,991 | ||||||
|
Fixed
assets
|
||||||||
|
Vessels,
net
|
665,078 | 672,441 | ||||||
|
Total
fixed assets
|
665,078 | 672,441 | ||||||
|
Other
non-current assets
|
||||||||
|
Deferred
charges, net
|
2,878 | 3,095 | ||||||
|
Restricted
cash
|
4,500 | 4,500 | ||||||
|
Total
non-current assets
|
672,456 | 680,036 | ||||||
|
Total
assets
|
$ | 719,015 | $ | 718,027 | ||||
|
Liabilities
and Partners’ Capital
|
||||||||
|
Current
liabilities
|
||||||||
|
Current
portion of related party long-term debt
|
$ | - | $ | 2,600 | ||||
|
Trade
accounts payable
|
945 | 296 | ||||||
|
Due
to related parties
|
4,348 | 4,939 | ||||||
|
Accrued
liabilities
|
2,066 | 2,276 | ||||||
|
Deferred
revenue
|
1,438 | 3,458 | ||||||
|
Total
current liabilities
|
8,797 | 13,569 | ||||||
|
Long-term
liabilities
|
||||||||
|
Long-term
debt
|
474,000 | 474,000 | ||||||
|
Long-term
related party debt
|
- | 23,150 | ||||||
|
Deferred
revenue
|
2,247 | 2,062 | ||||||
|
Derivative
instruments
|
38,412 | 36,931 | ||||||
|
Total
long-term liabilities
|
514,659 | 536,143 | ||||||
|
Total
liabilities
|
523,456 | 549,712 | ||||||
|
Commitments
and contingencies
|
- | - | ||||||
|
Stockholders’
Equity
|
- | 11,187 | ||||||
|
Partners’
Capital
|
195,559 | 157,128 | ||||||
|
Total
liabilities and partners’ Capital
|
$ | 719,015 | $ | 718,027 | ||||
Capital
Product Partners L.P.
Unaudited
Condensed Consolidated and Combined Statements of Cash Flows (Note
1)
(In
thousands of United States Dollars)
|
For
the three month period
ended
March 31,
|
||||||||
|
|
2010 | 2009 | ||||||
|
Cash
flows from operating activities:
|
||||||||
|
Net
income
|
$ | 7,433 | $ | 9,522 | ||||
|
Adjustments to reconcile net
income to net cash provided by operating
activities:
|
||||||||
|
Vessel
depreciation and amortization
|
7,363 | 7,281 | ||||||
|
Amortization
of deferred charges
|
137 | 84 | ||||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
Trade
accounts receivable
|
(1,476 | ) | 4,704 | |||||
|
Due
from related parties
|
159 | - | ||||||
|
Prepayments
and other assets
|
47 | (222 | ) | |||||
|
Inventories
|
(74 | ) | (59 | ) | ||||
|
Trade
accounts payable
|
609 | 471 | ||||||
|
Due
to related parties
|
(591 | ) | (136 | ) | ||||
|
Accrued
liabilities
|
(815 | ) | (28 | ) | ||||
|
Deferred
revenue
|
(1,835 | ) | (3,322 | ) | ||||
|
Net
cash provided by operating activities
|
10,957 | 18,295 | ||||||
|
Cash
flows from investing activities:
|
||||||||
|
Vessel
acquisitions
|
(33,479 | ) | (409 | ) | ||||
|
Purchase
of short term investments
|
(41,929 | ) | (25,165 | ) | ||||
|
Maturity
of short term investments
|
29,025 | 8,300 | ||||||
|
Net
cash (used in) investing activities
|
(46,383 | ) | (17,274 | ) | ||||
|
Cash
flows from financing activities:
|
||||||||
|
Proceeds
from issuance of Partnership units
|
54,075 | - | ||||||
|
Expenses
paid for issuance of Partnership units
|
(332 | ) | ||||||
|
Payments
of related party debt/financing
|
(650 | ) | (409 | ) | ||||
|
Loan
issuance costs
|
6 | (28 | ) | |||||
|
Excess
of purchase price over book value of vessels acquired from entity under
common control
|
(9,521 | ) | - | |||||
|
Dividends
paid
|
(10,383 | ) | (29,962 | ) | ||||
|
Net
cash provided by (used in) financing activities
|
33,195 | (30,399 | ) | |||||
|
Net
(decrease) in cash and cash equivalents
|
(2,231 | ) | (29,378 | ) | ||||
|
Cash
and cash equivalents at beginning of period
|
3,552 | 43,149 | ||||||
|
Cash
and cash equivalents at end of period
|
1,321 | $ | 13,771 | |||||
|
Supplemental
Cash Flow information
|
||||||||
|
Cash
paid for interest
|
$ | 7,836 | $ | 7,716 | ||||
|
Non-cash
Activities
|
||||||||
|
Accrued
offering expenses
|
607 | - | ||||||
|
Payable
offering expenses
|
40 | - | ||||||
|
Reduction
in deferred offering expenses
|
55 | - | ||||||
|
Net
liabilities assumed by CMTC upon vessel contribution to the
Partnership
|
21,634 | - | ||||||
Notes
(1) The unaudited condensed
consolidated and combined statements of income and cash flows for the three
month period ended March 31, 2010 include the results of operations of M/T
Atrotos which was acquired from Capital Maritime, an entity under common
control, on March 1, 2010 as though the transfer had occurred at the beginning
of the year (January 1, 2010)
The
unaudited condensed consolidated and combined statements of income and cash
flows for the three month period ended March 31, 2009 include the results of
operations of M/T Agamemnon II and M/T Ayrton II which were acquired from
Capital Maritime, an entity under common control, on April 7 and April 13, 2009
respectively, as though the transfers had occurred at the beginning of the
earliest period presented (January 1, 2009).
(2) Short term investments
consist of cash time deposits with original maturities of more than three months
with de minimis breakage costs.
Capital
Product Partners L.P.
Appendix
A – Reconciliation of Non-GAAP Financial Measure
(In
thousands of U.S. dollars)
Description
of Non-GAAP Financial Measure – Operating Surplus
Operating Surplus represents net income adjusted for non cash items such as depreciation and amortization expense, unearned revenue and unrealized gain and losses. Replacement capital expenditures represent those capital expenditures required to maintain over the long term the operating capacity of, or the revenue generated by, the Partnership's capital assets. Operating Surplus is a quantitative standard used in the publicly-traded partnership investment community to assist in evaluating a partnership's ability to make quarterly cash distributions. Operating Surplus is not required by accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of the Partnership's performance required by accounting principles generally accepted in the United States. The tables below reconcile Operating Surplus to net income for the three month period ended March 31, 2010.
|
Reconciliation
of Non-GAAP Financial Measure –
Operating
Surplus
|
For
the three-month period ended
March
31, 2010
|
|||
|
Net
income
|
$ | 7,433 | ||
|
Adjustments
to reconcile net income to net cash provided by operating
activities
|
||||
|
Depreciation
and amortization
|
7,499 | |||
|
Deferred
revenue
|
199 | |||
|
M/T
Atrotos net income for the period from January 1, 2010 to February 28,
2010
|
(658 | ) | ||
|
M/T
Atrotos depreciation for the period from January 1, 2010 to February 28,
2010
|
(239 | ) | ||
|
NET
CASH PROVIDED BY OPERATING ACTIVITIES
|
14,234 | |||
|
Replacement
Capital Expenditures
|
2,513 | |||
|
OPERATING
SURPLUS
|
11,721 | |||
|
Recommended
reserves
|
4,581 | |||
|
AVAILABLE
CASH
|
7,140 | |||