form6-k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR
15-D16 OF THE SECURITIES EXCHANGE ACT OF 1934
 
DATE OF REPORT: OCTOBER 31, 2007
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 copy of a press release of Capital Product Partners L.P., dated October 31, 2007.
 


 
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.
 
CAPITAL PRODUCT PARTNERS L.P.,
   
   
By:    
Capital GP L.L.C., 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:  October 31, 2007
 
 

 
Exhibit I
 
 
 

 
 
CAPITAL PRODUCT PARTNERS L.P. ANNOUNCES THIRD QUARTER FINANCIAL RESULTS

Athens, Greece — October 31, 2007 — Capital Product Partners L.P. (Nasdaq: CPLP), an international owner of product tankers, today announced its financial results for the third quarter ended September 30, 2007.

Net income for the quarter was $8.4 million, or $0.37 per limited partnership unit. These results reflect the effect of the consolidation of the acquisition of M/T Attikos, which was completed on September 24, 2007, for the full quarter, as the transaction was between two entities under common control.  If M/T Attikos had not been consolidated for the period that it was not owned by the Partnership, net income would have been $7.9 million, or $0.35 per limited partnership unit.

Capital Product Partners generated an operating surplus for the period of $9.6 million. 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.)

Gross revenues for the quarter were $18.8 million, consisting of $18.1 million in base charter hire revenue and $0.7 million in profit sharing revenue. Total operating expenses were $4.0 million, including $3.7 million in fees for the commercial and technical management of the fleet paid to a subsidiary of Capital Maritime & Trading Corp. (Capital Maritime), the Partnership’s sponsor.  General and administrative expenses relating to the costs of running the Partnership were approximately $0.4 million.  Net interest expense and finance cost for the quarter was $2.2 million.

Ioannis Lazaridis, Chief Executive Officer and Chief Financial Officer of Capital Product Partners’ general partner, said, “During the third quarter we generated a substantial operating surplus and were able to increase our cash distribution due to the greater number of operating days of our fleet.  We achieved these results despite the fact that spot market conditions were seasonally weak, which reduced our profit sharing revenue from second quarter levels.  These results highlight the fundamental attractiveness of our business model, including the built-in growth from contracted acquisitions and the relative stability of our cash flows due to our medium- to long-term charter agreements and our fixed rate management agreement with a subsidiary of Capital Maritime.”

Conditions in the product tanker market reflected the usual seasonal softness in the third quarter, which was accentuated by an increase in refinery capacity utilization rates in the U.S., in contrast to the persistently lower utilization rates seen throughout the first half of 2007.  Importantly, the period market remained at historically high levels throughout the quarter, reflecting the continued strong demand from major charterers for quality tonnage.  Product tanker asset prices were well underpinned, as prices for modern product tankers increased further by approximately 3.5 percent compared to the second quarter.

Mr. Lazaridis added, “We continued to execute successfully during the quarter against our longer-term strategic objectives.  We took delivery ahead of schedule of three medium-range product tankers, and our 12 brand-new Ice Class 1A vessels now represent the largest such fleet in the world.  It is worth highlighting that during the quarter we completed our first acquisition from our sponsor, Capital Maritime, that had not been contracted prior to the IPO.  This acquisition represents our initial entry into the highly attractive small product tanker market segment.”

 

 
The three new medium-range (MR) product tankers, M/T Akeraios, M/T Apostolos and M/T Anemos I, were delivered ahead of schedule on July 13, September 20 and September 28, 2007, respectively.  All three product tankers are ice-strengthened vessels (Ice Class 1A), with carrying capacities of approximately 47,000 dwt, and all have been fixed under time charters with Morgan Stanley Capital Group Inc. for three years from delivery at a base rate subject to a 50/50 profit sharing arrangement.

M/T Attikos, a 12,000 dwt double-hull product tanker built in 2005, was acquired from Capital Maritime on September 24, 2007.  The $23 million acquisition was financed with debt and $2.5 million in Partnership funds. The acquisition of M/T Attikos is expected to add approximately four cents per unit to the Partnership’s annual operating surplus.

Capital Product Partners has also agreed to purchase three additional 51,000 dwt MR chemical/product tanker sister vessels from Capital Maritime, our sponsor.  These vessels are scheduled for delivery in January, June and August 2008, and are already fixed under bareboat charters with Overseas Shipholding Group commencing at the time of delivery.

In addition, Capital Maritime currently is the owner of 27 modern tanker vessels of different sizes. The Partnership has a right of first refusal on six MR product tankers from Capital Maritime if medium- to long-term charters are arranged for them. Eighteen of Capital Maritime’s vessels are small product tankers, of which 17 are currently under construction and expected to be delivered between 2008 and 2010.

The Board of Directors has declared a cash distribution for the third quarter of $0.385 per unit, representing a total cash distribution of $8.8 million.  The cash distribution will be paid on November 15, 2007, to unitholders of record on November 7, 2007.

The Partnership’s long-term debt as of September 30, 2007 was $274.5 million, compared with stockholders’ equity of $169.9 million.  The increase in debt during the quarter reflects the delivery of three new MR product tankers and the M/T Attikos acquisition.  The remaining capacity under the revolving credit facility ($95.5 million) is expected to be sufficient to fund a substantial portion of the contracted 2008 deliveries.

Capital Product Partners will host a conference call to discuss its results today at 10:00 a.m. Eastern Time.  The public is invited to listen to the conference call by dialing 1-888-935-4577 (US and Canada), or +1 718-354-1388 (international); reference number 7517400.  Participants should dial in 10 minutes prior to the start of the call. The slide presentation accompanying the conference call will be available on the Partnership’s website at http://www.capitalpplp.com.  An audio webcast of the conference call will also be accessible on the website. The relevant links will be found in the Investor Relations section of the website.

About Capital Product Partners L.P.

Capital Product Partners L.P. (Nasdaq: CPLP), a Marshall Islands master limited partnership, is an international owner of product tankers. The Partnership owns 13 product tankers, including 12 Ice Class 1A medium-range tankers, and has an agreement to purchase three additional MR product tankers from Capital Maritime & Trading Corp. All 16 vessels are under medium- to long-term charters to BP Shipping Limited, Morgan Stanley, Overseas Shipholding Group and Trafigura Beheer B.V.

 

 
Forward-Looking Statements

The statements in this press release that are not historical facts 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 outcome to be materially different. Capital Product Partners L.P. expressly disclaims 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, or otherwise. We make no prediction or statement about the performance of our common units.

CPLP-F

Contacts:
Ioannis Lazaridis
Chief Executive Officer and Chief Financial Officer
Capital GP L.L.C.
+30 (210) 4584 950
i.lazaridis@capitalpplp.com

Jerry Kalogiratos
Commercial Officer
Capital Maritime & Trading Corp.
+30 (210) 4584 950
j.kalogiratos@capitalmaritime.com

Robert Ferris
RF|Binder Partners Inc.
+1 (212) 994-7505
Robert.ferris@rfbinder.com

Tom Pratt
RF|Binder Partners Inc.
+1 (212) 994-7563
Tom.pratt@rfbinder.com



 
Capital Product Partners L.P.
Statements of Income
(In thousands of United States dollars, except number of units and earnings per unit)
(Unaudited)
             
   
For the Three Month Periods Ended
September 30,
   
For the Nine Month
Periods Ended
September 30,
 
   
2007
   
2006
Predecessor
   
2007
   
2006
Predecessor
 
                         
Revenues
                       
Time and bareboat charter revenues
  $
18,770
    $
6,190
    $
49,897
    $
10,561
 
Total revenues
   
18,770
     
6,190
     
49,897
     
10,561
 
                                 
Expenses:
                               
Voyage expenses
   
151
     
137
     
603
     
237
 
Vessel operating expenses - related party
   
3,723
     
283
     
7,154
     
519
 
Vessel operating expenses
   
268
     
1,056
     
3,196
     
2,327
 
General and administrative expenses
   
449
     
-
     
877
     
-
 
Depreciation and amortization
   
3,558
     
1,209
     
8,859
     
1,739
 
Operating income
   
10,621
     
3,505
     
29,208
     
5,739
 
Other income (expense), net:
                               
Interest expense and finance cost
    (2,473 )     (1,649 )     (6,701 )     (2,430 )
Loss on swap acquired from Capital Maritime as of April 4, 2007
   
-
     
-
      (3,763 )    
-
 
Interest income
   
259
     
3
     
421
     
8
 
Foreign currency gain/(loss), net
    (7 )    
-
      (22 )     (33 )
Total other expense, net
    (2,221 )     (1,646 )     (10,065 )     (2,455 )
Net income
  $
8,400
    $
1,859
    $
19,143
    $
3,284
 
Supplemental information
                               
General Partner’s interest in net income for the three and nine month period ending September  30, 2007
  $
168
            $
383
         
Limited Partner’s interest in net income for the three and nine month period ending
September 30, 2007
  $
8,232
            $
18,760
         
Common
  $
4,984
            $
11,358
         
Subordinated
  $
3,248
            $
7,402
         
Net income per limited partner unit, (basic and diluted).
  $
0.37
            $
0.84
         
Number of limited partners’ units outstanding, (basic and diluted) as of September 30, 2007
   
22,318,022
             
22,318,022
         
 
 


 
Capital Product Partners L.P.
Balance Sheets
(In thousands of United States dollars, except number of shares)
(Unaudited)
             
   
Consolidated
Balance Sheet
as at
September 30, 2007
   
Predecessor
Combined
Balance Sheet
as of
December 31, 2006
(restated)
 
Assets
           
Current assets
           
Cash and cash equivalents
  $
16,094
    $
1,239
 
Trade accounts receivable
   
1,048
     
771
 
Insurance claims
   
-
     
69
 
Due from related parties
   
-
     
4,954
 
Prepayments and other
   
89
     
172
 
Inventories
   
-
     
259
 
Total current assets
   
17,231
     
7,464
 
Fixed assets
               
Vessels under construction
           
29,225
 
Vessels, net
   
433,354
     
178,803
 
Total fixed assets
   
433,354
     
208,028
 
Other non-current assets
               
Deferred finance charges, net
   
944
     
632
 
Restricted cash
   
3,250
     
-
 
Total non-current assets
   
437,548
     
208,660
 
Total assets
  $
454,779
    $
216,124
 
                 
Liabilities and Stockholders' / Partners’ Equity
               
Current liabilities
               
Current portion of long-term debt
   
-
    $
6,029
 
Current portion of related party debt
   
-
     
8,042
 
Trade accounts payable
  $
111
     
1,539
 
Due to related parties
   
74
     
1,899
 
Accrued loan interest
   
230
     
1,513
 
Accrued other liabilities
   
294
     
478
 
Deferred revenue
   
3,106
     
475
 
Total current liabilities
   
3,815
     
19,975
 
Long-term liabilities
               
Long-term debt
   
274,500
     
59,254
 
Long-term related party debt
   
-
     
87,498
 
Deferred revenue
   
457
     
-
 
Financial instruments - fair value
   
6,079
     
-
 
Total long-term liabilities
   
281,036
     
146,752
 
Total liabilities
   
284,851
     
166,727
 
Commitments and contingencies
   
-
     
-
 
Partners’ / Stockholders’ Equity
               
Common stock (par value $0; 3,500 shares  issued and outstanding at December 31, 2006 restated)
   
-
     
-
 
Additional paid in capital
   
-
     
41,857
 
Other comprehensive loss
    (2,316 )    
-
 
Retained earnings
   
-
     
7,540
 
General Partner
   
3,445
     
-
 
Limited Partners
               
-           Common
   
102,141
     
-
 
-           Subordinated
   
66,658
     
-
 
Total partners’ / stockholders’ equity
   
169,928
     
49,397
 
Total liabilities and partners’ / stockholders’ equity
  $
454,779
    $
216,124
 
 
 


 
Capital Product Partners
Statements of Cash Flows
(In thousands of United States dollars)
(Unaudited)
                   
   
Partnership Cash Flows
for the Period
from
April 4, 2007 to
September 30, 2007 (see note a)
   
For the
Nine Month
Period Ended
September 30, 2007
   
For the
Nine Month
Period Ended
September 30, 2006
Predecessor
 
Cash flows from operating activities:
                 
Net income
  $
13,394
    $
19,143
    $
3,284
 
Adjustments to reconcile net income to net cash  provided by operating activities:
                       
Depreciation of fixed assets
   
6,457
     
8,767
     
1,739
 
Amortization of deferred charges
   
186
     
208
     
23
 
Loss on swap acquired from Capital  Maritime as of April 4, 2007
   
3,763
     
3,763
     
-
 
Changes in operating assets and liabilities:
                       
Trade accounts receivable
    (1,300 )     (2,317 )     (744 )
Insurance claims
   
-
     
-
      (644 )
Due from related parties
   
1,665
      (2,644 )     (2,437 )
Prepayments and other
    (176 )     (274 )     (145 )
Inventories
   
2
      (69 )     (147 )
Dry docking cost
    (921 )     (921 )    
-
 
Trade accounts payable
   
392
     
966
     
1,183
 
Due to related parties
   
5,200
     
3,693
     
781
 
Accrued interest
   
230
      (1,246 )    
122
 
Accrued other liabilities
   
445
     
622
     
373
 
Deferred revenue
   
3,787
     
8,300
     
971
 
Net cash provided by operating activities
   
33,124
     
37,991
     
4,359
 
Cash flows from investing activities:
                       
Vessel acquisitions
    (166,067 )     (243,621 )     (112,608 )
Vessel advances – new buildings
   
-
     
-
      (19,809 )
Increase of restricted cash
    (3,250 )     (3,250 )    
-
 
Net cash used in investing activities
    (169,317 )     (246,871 )     (132,417 )
Cash flows from financing activities:
                       
Proceeds from issuance of long-term debt
   
274,500
     
344,361
     
47,587
 
Proceeds from related party debt/financing
   
-
     
-
     
78,756
 
Payments of long-term debt
    (7,000 )     (16,841 )     (11,226 )
Payments of related party debt/financing
   
-
     
-
      (491 )
Loan issuance costs
    (1,022 )     (1,022 )     (285 )
Deemed dividend (see note b)
    (80,933 )     (80,933 )    
-
 
Dividend
    (33,258 )     (33,258 )    
-
 
Cash balance as of April 3, 2007 that was distributed to the previous owner
   
-
      (2,251 )    
-
 
Capital contributions
   
-
     
13,679
     
13,719
 
Net cash provided by financing activities
   
152,287
     
223,735
     
128,060
 
                         
Net increase in cash and cash equivalents
   
16,094
     
14,855
     
2
 
Cash and cash equivalents at beginning of period
   
-
     
1,239
     
7
 
Cash and cash equivalents at end of period
  $
16,094
    $
16,094
    $
9
 
                         
Supplemental Cash Flow information
                       
Cash paid for interest expense
  $
2,988
    $
6,177
    $
2,274
 
 
 


 
(a) Includes CPLP vessels and Attikos performance from April 4 to September 30, 2007.

(b) On May 8, July 13, September 20, September 24, and September 28, 2007, the Partnership acquired from Capital Maritime the vessels M/T Atrotos, M/T Akeraios, M/T Apostolos, M/T Attikos, and M/T Anemos I, respectively, for a total purchase price of $247,000. The vessels have been recorded on the Partnership’s financial statements in the amount of $166,067 (as reflected in Capital Maritime’s consolidated financial statements), which differs from the acquisition price by $80,933. The difference between the purchase price and the amounts reflected in Capital Maritime’s consolidated financial statements is presented as “Deemed dividend” in the statements of cash flows.

(c) Income statements for the three month period and nine month period ending September 30, 2007 and 2006 include results of operations of M/T Attikos which was acquired from an entity under common control on September 24, 2007 as though the transfer had occurred at the beginning of the period.  The balance sheet as of December 31, 2006 has been restated to include assets, liabilities and owners’ equity related to M/T Attikos.
 
 


 
Capital Product Partners
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 table below reconciles Operating Surplus to net income.
 
 
Reconciliation of Non-GAAP Financial Measure
Operating Surplus
 
For the period from
July 1, to 
September 30, 2007
 
             
             
             
Net income
   
      
    $
8,400
 
                 
Adjustments to net income
               
                 
Depreciation and amortization
  $
3,558
     
 
 
Loan fees amortization
   
84
     
 
 
Deferred revenue
   
219
     
 
 
Attikos net income  from July 1, 2007 to September 23, 2007
    (450 )    
 
 
Attikos adjustments to reconcile net income to net cash provided by operating activities
    (206 )    
3,205
 
PARTNERSHIP’S NET CASH PROVIDED BY OPERATING ACTIVITIES
   
 
     
11,605
 
                 
Replacement Capital Expenditures
            (1,974
     
 
         
OPERATING SURPLUS
   
 
     
9,631
 
                 
Recommended reserves
   
 
      (863 )
AVAILABLE CASH
   
 
    $
8,768