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: JANUARY 31, 2008
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
ý 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):
Yes
¨ No ý
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
¨ No ý
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
¨ No
ý
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 January 31, 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.
|
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: January
31, 2008
Exhibit
I
CAPITAL
PRODUCT PARTNERS L.P. ANNOUNCES STRONG FOURTH QUARTER FINANCIAL
RESULTS
Athens,
Greece — January 31, 2008 — Capital Product Partners L.P. (Nasdaq:
CPLP), an international owner of modern product tankers, today announced its
financial results for the fourth quarter ended December 31, 2007.
Net
income for the quarter was $8.7 million, or $0.38 per limited partnership unit.
The operating surplus for the period was $10.7 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 $22.6 million, consisting of $21.8 million in
base
charter hire revenue and $0.8 million in profit sharing revenue. Total operating
expenses were $5.7 million, including $5.1 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
$0.6 million. Net interest expense and finance cost for the quarter
was $3.8 million.
Ioannis
Lazaridis, Chief Executive Officer and Chief Financial Officer of Capital
Product Partners’ general partner, said, “In the fourth quarter we generated an
operating surplus of $10.7 million, an 11 percent increase from the third
quarter level, which primarily reflects the growth in our average fleet size
from acquisitions during the third quarter. We continue to benefit from the
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.”
The
clean
product tanker market experienced a later-than-usual seasonal upturn during
the
fourth quarter, as a result of a rather slow October. The spot market posted
a
recovery in November, mainly due to the increase in demand as the northern
hemisphere headed into winter. Inquiries about long-period charters remained
solid in the MR segment, while asset prices held firm at record high
levels.
Mr.
Lazaridis added, “Overall, 2007 was a remarkable and highly successful year for
Capital Product Partners. We completed our initial public offering
and launched operations in early April, and during the remainder of the year
executed consistently against our business model. We took delivery of
four pre-contracted Medium-Range (MR) product tankers ahead of schedule, and
also acquired a non-contracted fifth vessel, the M/T Attikos, from our sponsor,
thus establishing our presence in the promising small tanker
segment. Our 13-vessel fleet at year end represents a 61 percent
increase based on dwt capacity from the eight vessels we owned at the time
of
our IPO, and our 12 brand-new MR Ice Class 1A vessels now represent the largest
such fleet in the world. Importantly, we have secured a new commitment for
a
$350 million five-year non-amortizing loan facility with a number of banks
led
by HSH Nordbank as lead arranger and DnB Nor as co-arranger, and we now look
forward to completing additional accretive acquisitions from Capital Maritime
as
well as third parties.”
On
January 29, 2008, the Partnership took successful delivery of Alexandros
II, a
51,257 dwt MR chemical/product tanker, from Capital Maritime, a transaction
fully financed with debt. The vessel has been fixed under a bareboat
charter with Overseas Shipholding Group for 10 years at a daily charter rate
of
$13,000. Capital Product Partners has agreed to purchase two
additional sister 51,000 dwt MR chemical/product tankers, which are scheduled
for delivery in June and August 2008, and these have also already been fixed
under similar bareboat charters with Overseas Shipholding Group.
Capital
Maritime currently is the owner of 33 modern tankers of different sizes, after
exercising in December 2007 an option for the construction of an additional
six
25,000 dwt IMO II chemical/product tankers with Samho Shipbuilding in Korea.
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. Twenty-four
of
Capital Maritime’s vessels are handy/small product tankers, of which 23 are
currently under construction and expected to be delivered between 2008 and
2010.
Lastly,
Mr. Lazaridis pointed out, “The Partnership intends to continue to take
advantage of its unique relationship with its sponsor and capitalize on these
drop-down opportunities in a prudent manner when it believes they will be
accretive to unit holders and long term distribution growth.”
The
Board
of Directors has declared a cash distribution for the fourth quarter of $0.395
per unit, representing a total cash distribution of $9.0 million. The
cash distribution of $0.395 represents an increase of 5.3 percent compared
to
the minimum quarterly distribution. The cash distribution will be paid on
February 15th, 2008, to unitholders of record on February 5th,
2008.
The
Partnership’s long-term debt as of December 31, 2007 was $274.5 million, and
stockholders’ equity was $161.9 million. In January 2008, the
Partnership drew down an additional $48 million from its existing loan facility
to fund the full price of the acquisition of Alexandros II. Since then, the
Partnership has secured a new commitment for a five-year, non-amortizing $350
million loan facility, subject to the execution of definitive documents. The
non-amortizing period runs until March 2013. With this new commitment, the
remaining debt facilities of the Partnership will stand at $397.5
million.
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 +1 718-354-1389
(international); reference number 7087848. 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
14 product tankers, including 13 modern MR tankers and a small product tanker,
and has an agreement to purchase two 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
Statement:
The
statements in this press release that are not historical facts, including
statements regarding our new loan facility, potential drop-downs and the
delivery of vessels, 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.
CPLP-F
Contacts:
Ioannis
Lazaridis
Chief
Executive Officer and Chief Financial Officer
Capital
GP L.L.C.
+30
(210)
4584950
i.lazaridis@capitalpplp.com
Jerry
Kalogiratos
Commercial
Officer
Capital
Maritime & Trading Corp.
+30
(210)
4584950
j.kalogiratos@capitalmaritime.com
Merete
Serck-Hanssen
SVP
Finance
Capital
Maritime & Trading Corp.
+1
(203)
539-6026
m.serckhanssen@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.
Unaudited
Condensed Consolidated Statements of Income
(In
thousands of United States dollars, except number of units and earnings
per unit)
|
|
For
the Three Month Periods ended
December
31,
|
For
the year ended
December
31,
|
|||||||||||||||
|
2007
|
2006
Predecessor
|
2007
(see
note a)
|
2006
Predecessor
(see
note a)
|
|||||||||||||
|
Time
and bareboat charter revenues
|
$
22,645
|
$
9,352
|
$
72,543
|
$
19,913
|
||||||||||||
|
Expenses:
|
||||||||||||||||
|
Voyage
expenses
|
167
|
136
|
770
|
373
|
||||||||||||
|
Vessel
operating expenses - related party
|
5,129
|
371
|
12,283
|
890
|
||||||||||||
|
Vessel
operating expenses
|
-
|
1,717
|
3,196
|
4,043
|
||||||||||||
|
General
and administrative expenses
|
600
|
-
|
1,477
|
-
|
||||||||||||
|
Depreciation
and amortization
|
4,250
|
1,631
|
13,109
|
3,370
|
||||||||||||
|
Operating
income
|
12,499
|
5,497
|
41,708
|
11,237
|
||||||||||||
|
Other
income (expense), net:
|
||||||||||||||||
|
Interest
expense and finance cost
|
(4,108 | ) | (2,154 | ) | (10,809 | ) | (4,584 | ) | ||||||||
|
Loss
on swap acquired from Capital Maritime. as of April 4,
2007
|
-
|
-
|
(3,763 | ) |
-
|
|||||||||||
|
Interest
income
|
289
|
5
|
710
|
13
|
||||||||||||
|
Foreign
currency gain/(loss), net
|
3
|
(22 | ) | (19 | ) | (56 | ) | |||||||||
|
Total
other expense, net
|
(3,816 | ) | (2,171 | ) | (13,881 | ) | (4,627 | ) | ||||||||
|
Net
income
|
$
8,683
|
$
3,326
|
$
27,827
|
$
6,610
|
||||||||||||
|
Supplemental
information for the three month period ended December 31, 2007 and
the
year ended December 31, 2007:
|
Three
months
ended December 31, 2007 |
Year
ended
December 31,
2007
|
||||||
|
Net
Income
|
$
8,683
|
$
27,827
|
||||||
|
General
Partner’s interest in net income for the periods
|
$
174
|
$
557
|
||||||
|
Limited
Partners’ interest in net income for the periods:
|
||||||||
|
Common
|
5,152
|
16,511
|
||||||
|
Subordinated
|
3,357
|
10,759
|
||||||
|
Net
income per limited partner unit (basic and diluted)
|
0.38
|
1.22
|
||||||
|
Weighted
average number of limited partners’ units outstanding, (basic and diluted)
as of December 31, 2007
|
$
22,318,022
|
$
22,318,022
|
||||||
|
Capital
Product Partners L.P.
Unaudited
Condensed Consolidated Balance Sheets
(In
thousands of United States dollars, except number of
shares)
|
|
Balance
Sheet
as
at
December
31, 2007
|
Predecessor
Combined
Balance
Sheet
as
of
December
31, 2006
|
|||||||
|
Assets
|
||||||||
|
Current
assets
|
||||||||
|
Cash
and cash equivalents
|
$
19,917
|
$
1,239
|
||||||
|
Trade
accounts receivable
|
1,488
|
771
|
||||||
|
Insurance
claims
|
-
|
69
|
||||||
|
Due
from related parties
|
-
|
4,954
|
||||||
|
Prepayments
and other assets
|
140
|
172
|
||||||
|
Inventories
|
-
|
259
|
||||||
|
Total
current assets
|
21,
545
|
7,464
|
||||||
|
Fixed
assets
|
||||||||
|
Vessels
under construction
|
29,225
|
|||||||
|
Vessels,
net
|
429,171
|
178,803
|
||||||
|
Total
fixed assets
|
429,171
|
208,028
|
||||||
|
Other
non-current assets
|
||||||||
|
Deferred
finance charges, net
|
948
|
632
|
||||||
|
Restricted
cash
|
3,250
|
-
|
||||||
|
Total
non-current assets
|
433,369
|
208,660
|
||||||
|
Total
assets
|
$
454,914
|
$
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
|
$
257
|
1,539
|
||||||
|
Due
to related parties
|
28
|
1,899
|
||||||
|
Accrued
loan interest
|
-
|
1,513
|
||||||
|
Accrued
other liabilities
|
249
|
478
|
||||||
|
Deferred
revenue
|
3,200
|
475
|
||||||
|
Total
current liabilities
|
3,734
|
19,975
|
||||||
|
Long-term
liabilities
|
||||||||
|
Long-term
debt
|
274,500
|
59,254
|
||||||
|
Long-term
related party debt
|
-
|
87,498
|
||||||
|
Deferred
revenue
|
690
|
-
|
||||||
|
Financial
instruments - fair value
|
14,051
|
-
|
||||||
|
Total
long-term liabilities
|
289,241
|
146,752
|
||||||
|
Total
liabilities
|
292,975
|
166,727
|
||||||
|
Commitments
and contingencies
|
-
|
-
|
||||||
|
Partners’
/ Stockholders’ Equity
|
||||||||
|
Common
stock (par value $0; 3,500 shares issued and outstanding at
December 31, 2006)
|
-
|
-
|
||||||
|
Additional
paid in capital
|
-
|
41,857
|
||||||
|
Accumulated
other comprehensive loss
|
(10,288 | ) |
-
|
|||||
|
Retained
earnings
|
-
|
7,540
|
||||||
|
General
Partner
|
3,445
|
-
|
||||||
|
Limited
Partners
|
||||||||
|
- Common
|
102,130
|
-
|
||||||
|
- Subordinated
|
66,652
|
-
|
||||||
|
Total
partners’ / stockholders’ equity
|
161,939
|
49,397
|
||||||
|
Total
liabilities and partners’ / stockholders’ equity
|
$
454,914
|
$
216,124
|
||||||
|
Capital
Product Partners L.P.
Unaudited
Condensed Consolidated Statements of Cash Flows
(In
thousands of United States
dollars)
|
|
For
the
Year
Ended
December
31, 2007
|
For
the
Year
Ended
December
31, 2006
Predecessor
|
|||||||
|
Cash
flows from operating activities:
|
||||||||
|
Net
income
|
$
27,827
|
$
6,610
|
||||||
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
|
Vessel
depreciation
|
13,017
|
3,370
|
||||||
|
Amortization
of deferred charges
|
204
|
41
|
||||||
|
Loss
on swap acquired from Capital Maritime as of April 4, 2007
|
3,763
|
-
|
||||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
Trade
accounts receivable
|
(2,757 | ) | (734 | ) | ||||
|
Insurance
claims
|
(1 | ) | (65 | ) | ||||
|
Due
from related parties
|
(2,644 | ) | (4,247 | ) | ||||
|
Prepayments
and other assets
|
(325 | ) | (141 | ) | ||||
|
Inventories
|
(69 | ) | (229 | ) | ||||
|
Dry
docking cost
|
(921 | ) |
-
|
|||||
|
Trade
accounts payable
|
1,113
|
1,386
|
||||||
|
Due
to related parties
|
3,646
|
1,131
|
||||||
|
Accrued
interest
|
(1,476 | ) |
1,433
|
|||||
|
Accrued
other liabilities
|
577
|
479
|
||||||
|
Deferred
revenue
|
8,628
|
463
|
||||||
|
Net
cash provided by operating activities
|
50,582
|
9,497
|
||||||
|
Cash
flows from investing activities:
|
||||||||
|
Vessel
acquisitions
|
(243,688 | ) | (142,795 | ) | ||||
|
Vessel
advances – new buildings
|
-
|
(19,252 | ) | |||||
|
Increase
of restricted cash
|
(3,250 | ) |
-
|
|||||
|
Net
cash used in investing activities
|
(246,938 | ) | (162,047 | ) | ||||
|
Cash
flows from financing activities:
|
||||||||
|
Proceeds
from issuance of long-term debt
|
344,361
|
77,426
|
||||||
|
Proceeds
from related party loans
|
-
|
82,341
|
||||||
|
Repayments
of long-term debt
|
(16,841 | ) | (21,393 | ) | ||||
|
Repayments
of related party loans
|
-
|
(2,254 | ) | |||||
|
Payment
of deferred financing costs
|
(1,022 | ) | (285 | ) | ||||
|
Excess
of purchase price over book value of vessels acquired from entity
under
common control (see note b)
|
(80,866 | ) |
-
|
|||||
|
Dividends
paid
|
(42,026 | ) |
-
|
|||||
|
Cash
balance as of April 3, 2007 retained by Capital Maritime
|
(2,251 | ) |
-
|
|||||
|
Capital
contributions
|
13,679
|
17,947
|
||||||
|
Net
cash provided by financing activities
|
215,034
|
153,782
|
||||||
|
Net
increase in cash and cash equivalents
|
18,678
|
1,232
|
||||||
|
Cash
and cash equivalents at beginning of period
|
1,239
|
7
|
||||||
|
Cash
and cash equivalents at end of period
|
$
19,917
|
$
1,239
|
||||||
|
Supplemental
Cash Flow information
|
||||||||
|
Cash
paid for interest expense
|
$
12,250
|
$
4,713
|
||||||
Notes
(a)
The
statements of income for the years ended December 31, 2007 and 2006 include
the
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 earliest period presented. The balance sheet as of
December 31, 2006 has been retroactively adjusted to include M/T Attikos assets,
liabilities and owners’
equity.
(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 in the Partnership’s
financial statements at the amount of $166,134 which was reflected in Capital
Maritime’s consolidated financial statements, which differs from the acquisition
price by $80,866. We recognize transfers of net assets between entities under
common control at Capital Maritime’s basis in the net assets contributed. In
addition, transfers of net assets between entities under common control are
accounted for as if the transfer occurred at the beginning of the earliest
period presented, and prior years financial statements are retroactively
adjusted to furnish comparative information similar to the pooling method.
The
amount of the purchase price in excess of Capital Maritime’s basis in the net
assets, if any, is recognized as a reduction to partners’ equity and presented
as a financing activity in the statement of cash flows.
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
October
1, 2007 to
December
31, 2007
|
|||||||
|
Net
income
|
$
8,683
|
|||||||
|
Adjustments
to reconcile net income to net cash provided by operating
activities
|
||||||||
|
Depreciation
and Amortization
|
$
4,246
|
|||||||
|
Deferred
revenue
|
219
|
4,465
|
||||||
|
NET
CASH BY OPERATING ACTIVITIES
|
13,148
|
|||||||
|
Replacement
Capital Expenditures
|
(2,468 | ) | ||||||
|
OPERATING
SURPLUS
|
10,680
|
|||||||
|
Recommended
reserves
|
1,684
|
|||||||
|
AVAILABLE
CASH
|
8,996
|
|||||||