UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of August 2021

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  ☒             Form 40-F  ☐

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):  ☐

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):  ☐ 

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Attached as Exhibit I are the Unaudited Interim Condensed Consolidated Financial Statements of Capital Product Partners L.P. (“CPLP”) for the six-month periods ended June 30, 2021 and 2020 and the related Operating and Financial Review and Prospects discussion.

Attached as Exhibit 101 is the following financial information from this Report on Form 6-K for the six-month periods ended June 30, 2021 and 2020, filed as part of Exhibit I hereto, formatted in Extensible Business Reporting Language (“XBRL”):

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.

Exhibit I

CPLP

Financial Results for the six-month period ended June 30, 2021

Operating and Financial Review and Prospects

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements for the six-month periods ended June 30, 2021 and 2020 and related notes included elsewhere herein. Among other things, the financial statements include more detailed information regarding the basis of presentation for the following information. This discussion contains forward-looking statements that are made based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties, including those risks and uncertainties discussed in our Annual Report on Form 20-F for the fiscal year ended December 31, 2020. These risks, uncertainties and assumptions involve known and unknown risks and are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Fleet

The following table summarizes the current employment of our fleet:

Recent Developments

Sale of M/V CMA CGM Magdalena and M/V Adonis

On April 7, 2021 we entered into two separate MOAs for the sale of the M/V CMA CGM Magdalena and the M/V Adonis to an unaffiliated third party for a total consideration of $195.0 million. On May 17, 2021 the M/V CMA CGM Magdalena was delivered to its new owners generating gross proceeds from the sale of approximately $49.4 million after repaying outstanding debt. The M/V Adonis is expected to be delivered to its new owners by the end of November 2021.

Quarterly Common Unit Cash Distribution

On April 26, 2021, our Board of Directors (the “Board”) declared a cash distribution of $0.10 per common unit for the first quarter of 2021, which was paid on May 10, 2021 to common unit holders of record on May 3, 2021.

On July 21, 2021, the Board declared a cash distribution of $0.10 per common unit for the second quarter of 2021, which was paid on August 10, 2021 to common unit holders of record on August 3, 2021.

As previously announced, we intend to review our distributions from time to time in the light of a range of factors, including, among other things, our access to the capital markets, the refinancing of our external debt, the level of our capital expenditures and our ability to pursue accretive transactions. For further information on the risks that may affect our distributions, see “Item 3. Key Information—D. Risk Factors”, including in particular the risk factor entitled “We cannot assure you that we will pay any distributions on our units” in our Annual Report on Form 20-F for the year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2021.

Fleet Employment

Currently we own a fleet of 16 vessels, consisting of 12 Neo-Panamax container vessels, three Panamax container vessels and one Capesize bulk carrier.

As of July 31, 2021, our charter coverage for the rest of 2021 and 2022 was 94% and 91%, respectively.

 Factors Affecting Our Future Results of Operations

Please refer to our Annual Report on Form 20-F for the year ended December 31, 2020, filed on April 27, 2021, regarding the factors affecting our future results of operations.

Financial Results:

Results of Operations

Six-Month Period Ended June 30, 2021 Compared to the Six-Month Period Ended June 30, 2020

Our results of operations for the six-month periods ended June 30, 2021 and 2020 differ primarily due to:

Total Revenues

Total revenues, consisting of time and voyage charter revenues, amounted to $78.0 million for the six-month period ended June 30, 2021, compared to $70.3 million for the six-month period ended June 30, 2020. The increase of $7.7 million was primarily a result of the increase in the average number of vessels in our fleet by 2.2 vessels during the six-month period ended June 30, 2021, the decrease in off-hire days incurred due to special surveys compared to the same period in 2020 and the decrease in amortization and accretion to time charter revenues for the above and below market acquired time charters partly set off by lower average charter rates earned by certain of our vessels during the six-month period ended June 30, 2021 compared to the same period in 2020.

Time and voyage charter revenues are mainly comprised of the charter hires received from unaffiliated third-party charterers and are affected by the number of days our vessels operate, the average number of vessels in our fleet and the charter rates.

For the six-month period ended June 30, 2021, HMM, Hapag-Lloyd and MSC accounted for 34%, 26% and 11% of our total revenues, respectively.

Voyage Expenses

Total voyage expenses amounted to $4.4 million for the six-month period ended June 30, 2021, compared to $2.5 million for the six-month period ended June 30, 2020. The increase of $1.9 million was primarily attributable to the increase in the number of voyage

charters performed as one of the vessels in our fleet was employed under voyage charters compared to none during the respective period in 2020.

Voyage expenses primarily consist of bunkers, port expenses and commissions. Voyage expenses incurred during time charters are paid by the charterer, except for commissions, which are paid for by us. Voyage expenses incurred during voyage charters and off-hire period are paid by us.

General and Administrative Expenses

General and administrative expenses amounted to $3.4 million for the six-month period ended June 30, 2021, compared to $3.6 million for the six-month period ended June 30, 2020.

General and administrative expenses include Board fees and expenses, audit and certain legal fees and other fees related to the requirements of being a publicly traded partnership.

Vessel Operating Expenses

For the six-month period ended June 30, 2021 our total vessel operating expenses amounted to $20.9 million, compared to $19.0 million for the six-month period ended June 30, 2020. The $1.9 million increase in total vessel operating expenses primarily reflects the increase in the number of vessels in our fleet, following the acquisition of the M/V Seattle Express, the M/V Long Beach Express and the M/V Fos Express in February 2021 partly set off by the sale of M/V CMA CGM Magdalena in May 2021.

Total vessel operating expenses for the six-month period ended June 30, 2021 include expenses of $2.6 million incurred under management agreements with Capital Ship Management Corp. and Capital-Executive Ship Management Corp. (“Capital-Executive”), compared to $2.4 million during the six-month period ended June 30, 2020 (please refer to Note 4 in the financial statements for the six-month period ended June 30, 2021).

Gain on Sale of Vessel

On April 7, 2021, the Partnership entered into a MOA with a third party for the sale of the M/V CMA CGM Magdalena at a price of $99.0 million. The vessel was delivered to its new owners on May 17, 2021 and the Partnership recognized a Gain on sale of vessel of $25.4 million. No vessels were sold during the six-month period ended June 30, 2020.

Vessel Depreciation and Amortization

Vessel depreciation and amortization increased to $21.1 million for the six-month period ended June 30, 2021, compared to $20.1 million for the six-month period ended June 30, 2020. The increase in vessel depreciation and amortization primarily reflects the increase in the average number of vessels in our fleet partly offset by the classification of the vessels M/V CMA CGM Magdalena and M/V Adonis as vessels held for sale upon entering into a MOA for their sale on April 7, 2021.

Total Other Expense, Net

Total other expense, net for the six-month period ended June 30, 2021 amounted to $7.2 million, compared to $9.7 million for the six-month period ended June 30, 2020. The decrease of $2.5 million mainly reflects the lower interest costs incurred as a result of a decrease in the LIBOR weighted average interest rate for the six-month period ended June 30, 2021 compared to the corresponding period in 2020 and the write-off of loan issuance costs in connection to the ICBC Financial Leasing Co., Ltd. (“ICBCFL”) refinancing in May 2020.

Partnership’s Net Income

As a result of the factors described above, the Partnership’s net income for the six-month period ended June 30, 2021 amounted to $46.3 million compared to $15.3 million for the corresponding period in 2020.

Liquidity and Capital Resources

As of June 30, 2021, total cash and cash equivalents amounted to $112.2 million. Total cash includes restricted cash of $8.0 million in total representing the minimum liquidity requirement under our credit facilities and sale and lease back agreements (the “financing arrangements”).

Generally, our primary sources of funds have been cash from operations, bank borrowings and, depending on our access to the capital markets, securities offerings.

Depending on the prevailing market rates when our charters expire, we may not be able to re-charter our vessels at rates similar to those under their current charters or we might trade certain of our vessels in the spot market, which translate into revenues that are inherently more volatile. As a result, our future cash flows from operations may be affected. Cash flows from operations may be further affected by other factors described in our Annual Report on Form 20-F for the year ended December 31, 2020 in “Item 3. Key Information—D. Risk Factors”.

In April 2016, in the face of severely depressed trading prices for master limited partnerships, including us, a significant deterioration in our cost of capital and potential loss of revenue, the Board took the decision to protect our liquidity position by creating a capital reserve and setting distributions at a level that our Board believes to be sustainable and consistent with the proper conduct of our business. We used cash accumulated as a result of quarterly allocations to our capital reserve to partially prepay our indebtedness as part of our refinancing in October 2017. We expect to continue to reserve cash in amounts necessary to service our debt in the future, including making quarterly amortization payments. Please see “Item 8A: How We Make Cash Distributions” in our Annual Report on Form 20-F for the year ended December 31, 2020 for further information on our cash distribution policy.

During the six-month period ended June 30, 2021:

Subject to our ability to obtain required financing and access financial markets, we expect to continue to evaluate opportunities to acquire vessels and businesses. We currently have no capital commitments to purchase or build additional vessels. For the twelve-month period ending June 30, 2022, we do not anticipate any of our vessels to undergo special survey.

As of June 30, 2021, total partners’ capital amounted to $461.7 million, an increase of $39.6 million compared to $422.1 million as of December 31, 2020. The increase reflects net income for the six-months ended June 30, 2021 and the amortization associated with the equity incentive plan, partly offset by distributions declared and paid during the first half of 2021 in the total amount of $3.8 million and the repurchase of Partnership’s common units for an aggregate amount of $3.9 million.

Subject to shipping and charter and financial market developments, we believe that our working capital will be sufficient to meet our existing liquidity needs for at least the next 12 months.

Cash Flows

The following table summarizes our cash and cash equivalents provided by / (used in) operating, investing and financing activities for the periods, presented in millions:

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $42.0 million for the six-month period ended June 30, 2021 compared to $46.0 million for the six-month period ended June 30, 2020. The decrease of $4.0 million was mainly attributable to the increase in the amounts we reimbursed our managers for expenses paid on our behalf, an increase in payments for operating and other expenses and an increase in our trade receivables partly offset by the increase in revenue due to the increase in the average number of vessels in our fleet by 2.2 vessels and the decrease in the amounts we paid for dry-docking costs.

Net Cash Provided by / (Used in) Investing Activities

Net cash provided by investing activities during the six-month period ended June 30, 2021 amounted to $62.2 million and refers primarily to the net cash proceeds generated by the sale of the M/V CMA CGM Magdalena of $98.5 million, partly offset by cash paid for the acquisition of the M/V Seattle Express, the M/V Long Beach Express and the M/V Fos Express and vessel improvements amounting to $34.5 million and $1.8 million respectively. The net cash used in investing activities for the six-month period ended June 30, 2020 amounted to $175.0 million and was primarily attributable to $162.6 million paid to acquire the M/V Athenian, M/V Aristomenis and M/V Athos and the cash used for vessel improvements including advances relating to the installation of ballast water treatment systems and scrubbers equipment amounting to $12.4 million.

Net Cash (Used in) / Provided by Financing Activities

Net cash used in financing activities for the six-month period ended June 30, 2021, was $46.4 million representing mainly cash proceeds of $30.0 million from the issuance of the three new financing arrangements entered into with CMBFL that were used to partly finance the acquisition of the M/V Seattle Express, the M/V Long Beach Express and the M/V Fos Express, partly offset by $0.7 million paid for the issuance of these financing arrangements, the $49.6 million prepayment under the financing arrangement with ICBCFL as a result of the disposal of the M/V CMA CGM Magdalena, $18.5 million of scheduled principal payments, $3.9 million paid for the repurchase of our common units and $3.8 million of dividends to our common unit holders.

Net cash provided by financing activities for the six-month period ended June 30, 2020, was $119.6 million representing mainly cash proceeds of $270.9 million from the issuance of the three new financing arrangements entered into during the period, namely the HCOB facility and the CMBFL arrangement used to partly finance the acquisition of the M/V Athenian, M/V Aristomenis and M/V Athos and the ICBCFL arrangement used to partly refinance the 2017 credit facility, partly offset by, $3.0 million paid for the issuance of these financing arrangements, $116.5 million prepayment to the 2017 credit facility in connection to the refinancing with ICBCFL, $18.5 million of scheduled principal payments and $13.3 million of dividends to our common unit holders.

Borrowings

Our long-term borrowings are reflected in our balance sheet as “Long-term debt, net” and in current liabilities as “Current portion of long-term debt, net”.

As of June 30, 2021 and 2020, total borrowings of $347.6 million and $379.7 million were outstanding under our financing arrangements respectively.

Credit Facilities

For information relating to our financing arrangements, please refer to Note 8 of our audited Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended December 31, 2020, Note 7 to our unaudited interim condensed consolidated financial statements included elsewhere herein and the description above in “Liquidity and Capital Resources”.

As of June 30, 2021 and December 31, 2020, we were in compliance with all financial debt covenants. Our ability to comply with the covenants and restrictions contained in our financing arrangements and any other debt instruments we may issue or enter into in the future may be affected by events beyond our control, including prevailing economic, financial and industry conditions, such as interest rate developments, changes in the funding costs offered by our banks and changes in asset valuations. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we are in breach of any of the restrictions, covenants, ratios or tests in our credit facility, we are unlikely to be able to make any distributions to our unit holders, a significant portion of our obligations may become immediately due and payable and our lenders’ commitment to make further loans to us, if any, may terminate. We may not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, obligations under our financing arrangements are secured by our vessels, and if we are unable to repay debt under the credit facility, the lenders could seek to foreclose on those assets.

Any contemplated vessel acquisitions will have to be at levels that do not impair the required ratios, see “Item 5.B. Liquidity and Capital Resources—Borrowings (Financing Arrangements)” in our Annual Report on Form 20-F for the year ended December 31, 2020. If the estimated asset values of vessels in our fleet decrease, we may be obligated to prepay part of our outstanding debt in order to remain in compliance with the relevant covenants in our financing arrangements. A decline in the market value of our vessels could also affect our ability to refinance our financing arrangements and/or limit our ability to obtain additional financing. As of August 16, 2021, a decrease of 10% in the aggregate fair market values of our vessels would not cause any violation of the total indebtedness to aggregate market value covenant contained in our financing arrangements.

Off-Balance Sheet Arrangements

As of June 30, 2021, we have not entered into any off-balance sheet arrangements.

Critical Accounting Policies

A discussion of our critical accounting policies can be found in our Annual Report on Form 20-F for the year ended December 31, 2020.

Changes in Accounting Policies

See Note 2 to our unaudited interim condensed consolidated financial statements included elsewhere herein.

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Unitholders of

Capital Product Partners L.P.

Majuro, Republic of the Marshall Islands.

Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated balance sheet of Capital Product Partners L.P. and subsidiaries (the “Partnership”) as of June 30, 2021, the related condensed consolidated statements of comprehensive income, changes in partners’ capital and cash flows for the six-month periods ended June 30, 2021 and 2020, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Partnership as of December 31, 2020, and the related consolidated statements of comprehensive income/(loss), changes in partners’ capital, and cash flows, for the year then ended (not presented herein); and in our report dated April 27, 2021, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Partnership's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

August 16, 2021

Capital Product Partners L.P.

Unaudited Condensed Consolidated Balance Sheets

(In thousands of United States Dollars)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Capital Product Partners L.P.

Unaudited Condensed Consolidated Statements of Comprehensive Income

(In thousands of United States Dollars, except for number of units and earnings per unit)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Capital Product Partners L.P.

Unaudited Condensed Consolidated Statements of Changes in Partners’ Capital

(In thousands of United States Dollars)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Capital Product Partners L.P.

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands of United States Dollars)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.