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

DATED: November 25, 2019

Commission File No. 001-33811

NAVIOS MARITIME PARTNERS L.P.

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

(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): Yes  ☐    No  ☒

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  ☒

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  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

NAVIOS MARITIME PARTNERS L.P.

FORM 6-K

TABLE OF CONTENTS

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This Report on Form 6-K is hereby incorporated by reference into the Navios Maritime Partners L.P. Registration Statement on Form F-3, File No. 333-215529.

Operating and Financial Review and Prospects

The following is a discussion of the financial condition and results of operations for the three and nine month periods ended September 30, 2019 and 2018 of Navios Maritime Partners L.P. (referred to herein as “we”, “us”, “Company” or “Navios Partners”). All of the financial statements have been stated in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). You should read this section together with the consolidated financial statements and the accompanying notes included in Navios Partners’ 2018 Annual Report filed on Form 20-F with the U.S. Securities and Exchange Commission (the “SEC”) on April 9, 2019.

This Report contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events including Navios Partners’ 2019 cash flow generation, future contracted revenues, future distributions and its ability to have any distributions going forward, opportunities to reinvest cash accretively in a fleet renewal program or otherwise, potential capital gains, our ability to take advantage of dislocation in the market and Navios Partners’ growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “may,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding expected revenue and time charters. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by Navios Partners at the time these statements were made. Although Navios Partners believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Partners. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, uncertainty relating to global trade, including prices of seaborne commodities and continuing issues related to seaborne volume and ton miles, our continued ability to enter into long-term time charters, our ability to maximize the use of our vessels, expected demand in the dry cargo shipping sector in general and the demand for our Panamax, Capesize, Ultra-Handymax and Containerships in particular, fluctuations in charter rates for dry cargo carriers and containerships, the aging of our fleet and resultant increases in operations costs, the loss of any customer or charter or vessel, the financial condition of our customers, changes in the availability and costs of funding due to conditions in the bank market, capital markets and other factors, increases in costs and expenses, including but not limited to: crew, insurance, provisions, port expenses, lube oil, bunkers, repairs, maintenance and general and administrative expenses, the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business, general domestic and international political conditions, competitive factors in the market in which Navios Partners operates; risks associated with operations outside the United States; and other factors listed from time to time in Navios Partners’ filings with the U.S. Securities and Exchange Commission, including its reports on Form 20-F and reports on Form 6-K. Navios Partners expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Partners’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Navios Partners makes no prediction or statement about the performance of its common units.

Recent Developments

Cash Distribution

The Board of Directors of Navios Partners declared a cash distribution for the third quarter of 2019 of $0.30 per unit. The cash distribution was payable on November 14, 2019 to all unitholders of record as of November 7, 2019.

Acquisition of vessels

On October 18, 2019, Navios Partners agreed to bareboat charter-in two newbuilding Kamsarmax vessels, one subject to completion of documentation. Each vessel has approximately 81,000 dwt and is being bareboat chartered-in for ten years. Navios Partners has the option to acquire the vessels after the end of the fourth year for the remaining period of the bareboat charter. Assuming exercise of the option at the end of the ten-year period, the implied fixed interest rate is 4.5%. The vessels are expected to be delivered in each of the second and the third quarter of 2021.

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On November 25, 2019, Navios Partners entered into a share purchase agreement for the acquisition of three Panamax and one Ultra-Handymax drybulk vessels from an entity affiliated with its Chairman and CEO for $37.0 million (plus working capital adjustment) in a transaction approved by the Conflicts Committee of the Board of Directors of Navios Partners.

The vessels are expected to be delivered in Navios Partners’ owned fleet by December 2019. The vessels are financed with a $37.0 million loan from a financial institution with an amortization profile of ten years, annual interest of LIBOR plus 475 basis points (“bps”), and maturity in 2022. The loan facility has no capital repayment until September 2020 and may be prepaid at any time without penalty.

Liquidation of Navios Europe Inc. (“Navios Europe I”)

As of September 30, 2019, Navios Partners had a receivable of $48.2 million from Navios Europe I. On November 22, 2019, an agreement was reached to liquidate Navios Europe I before its original expired date with Navios Partners waiving its right to an amortizing penalty of approximately $3.2 million as of December 2019. The agreement is subject to definitive documentation which is expected to be completed by the end of 2019. It is expected that Navios Partners will acquire the five containerships owned by Navios Europe I.

Term Loan B Refinancing

In October 2019, Navios Partners fully repaid its Term Loan B due in September 2020. The outstanding balance of the Term Loan B at December 31, 2018 was $418.5 million. Navios Partners funded the refinancing as follows:

As a result of the refinancing, Navios Partners has diversified and extended the maturities of its debt through 2030. Furthermore, there are no debt maturities due until the third quarter of 2021.

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Amendment of the Management Agreement and the Administrative Services Agreement

In August 2019, Navios Partners extended the duration of its existing management agreement (the “Management Agreement”) with Navios Ship Management Inc. (the “Manager”) until January 1, 2025. In addition, management fees are fixed for two years commencing from January 1, 2020 at: (a) $4,450 per day per Panamax Vessel; (b) $4,350 per day per Ultra-Handymax Vessel; (c) $5,410 per day per Capesize Vessel; and (d) $6,900 per day per 6,800 TEU Containership. The agreement also provides for a technical and commercial management fee of $50 per day per vessel and an annual increase of 3% after January 1, 2022, unless agreed otherwise. Drydocking expenses are reimbursed at cost for all vessels.

In August 2019, Navios Partners extended the duration of its existing administrative services agreement with the Manager until January 1, 2025, which provide for allocable general and administrative costs.

Overview

Navios Partners is an international owner and operator of dry cargo vessels, formed on August 7, 2007 under the laws of the Republic of the Marshall Islands by Navios Maritime Holdings Inc. (“Navios Holdings”), a vertically integrated seaborne shipping and logistics company with over 60 years of operating history in the dry cargo shipping industry. Navios GP L.L.C. (the “General Partner”), a wholly owned subsidiary of Navios Holdings, was also formed on that date to act as the general partner of Navios Partners and received a 2.0% general partner interest in Navios Partners.

In August 2019, Navios Holdings announced that it sold certain assets, including its ship management division and the general partnership interest in Navios Partners to N Shipmanagement Acquisition Corp. and related entities (“NSM”), affiliated with Navios Holdings’ Chairman and Chief Executive Officer, Angeliki Frangou.

As of November 25, 2019, there were 10,983,679 outstanding common units and 230,524 general partnership units. Navios Holdings currently owns a 18.5% interest in Navios Partners and Olympos Maritime Ltd., an entity affiliated with Navios Holdings’ Chairman and Chief Executive Officer, Angeliki Frangou, holds the general partner interest of 2.1%.

Fleet

Navios Partners’ fleet consists of 20 Panamax vessels, 14 Capesize vessels, four Ultra-Handymax vessels and ten Containerships, including: (i) three Panamax and one Ultra-Handymax drybulk vessels, expected to be delivered by December 2019; (ii) five Containerships, expected to be delivered by December 2019; and (iii) two Panamax drybulk charter-in vessels, expected to be delivered by the third quarter of 2021.

We generate revenues by charging our customers for the use of our vessels to transport their dry cargos. In general, the vessels in our fleet are chartered-out under time charters, which range in length up to twelve years at inception. From time to time, we operate vessels in the spot market until the vessels have been chartered under longer-term charters.

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The following table provides summary information about our fleet as of November 25, 2019:

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Our Charters

We provide or will provide seaborne shipping services under long-term time charters with customers that we believe are creditworthy. For the nine month period ended September 30, 2019, Hyundai Merchant Marine Co., Ltd. (“HMM”), Swissmarine Asia Pte. Ltd. (“Swissmarine”) and Cargill International S.A. (“Cargill”) represented approximately 26.9%, 12.3% and 10.6%, respectively, of total revenues. For the nine month period ended September 30, 2018, HMM represented approximately 24.4% of total revenues. No other customers accounted for 10% or more of total revenues for any of the periods presented.

Our revenues are driven primarily by the number of vessels in the fleet, the number of days during which such vessels operate and our charter hire rates, which, in turn, are affected by a number of factors, including:

Time charters are available for varying periods, ranging from a single trip (spot charter) to long-term which may be many years. In general, a long-term time charter assures the vessel owner of a consistent stream of revenue. Operating the vessel in the spot market affords the owner greater spot market opportunity, which may result in high rates when vessels are in high demand or low rates when vessel availability exceeds demand. We intend to operate our vessels in the long-term charter market. Vessel charter rates are affected by world economics, international events, weather conditions, strikes, governmental policies, supply and demand and many other factors that might be beyond our control. Please read “Risk Factors” in our 2018 Annual Report on Form 20-F for a discussion of certain risks inherent in our business.

We could lose a customer or the benefits of a charter if:

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Under some of our time charters, either party may terminate the charter contract in the event of war in specified countries or in locations that would significantly disrupt the free trade of the vessel. Some of the time charters covering our vessels require us to return to the charterer, upon the loss of the vessel, all advances paid by the charterer but not earned by us.

Trends and Factors Affecting Our Future Results of Operations

We believe the principal factors that will affect our future results of operations are the economic, regulatory, political and governmental conditions that affect the shipping industry generally and that affect conditions in countries and markets in which our vessels engage in business. Please read “Risk Factors” in our 2018 Annual Report on Form 20-F for a discussion of certain risks inherent in our business.

Results of Operations

Overview

The financial condition and the results of operations presented for the three and nine month periods ended September 30, 2019 and 2018 of Navios Partners presented and discussed below include the following entities:

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The accompanying interim condensed consolidated financial statements of Navios Partners are unaudited, but, in the opinion of management, contain all adjustments necessary to present a fair statement of results, in all material respects, of Navios Partners’ condensed consolidated financial position as of September 30, 2019 and the condensed consolidated results of operations for the three and nine month periods ended September 30, 2019 and 2018. The footnotes are condensed as permitted by the requirements for interim financial statements and, accordingly, do not include information and disclosures required under U.S. GAAP for complete financial statements. All such adjustments are deemed to be of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in Navios Partners’ Annual Report on Form 20-F for the year ended December 31, 2018.

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Fleet Employment Profile

The following table reflects certain key indicators of Navios Partners’ core fleet performance for the three and nine month periods ended September 30, 2019 and 2018.

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FINANCIAL HIGHLIGHTS

The following table presents consolidated revenue and expense information for the three and nine month periods ended September 30, 2019 and 2018.

Period over Period Comparisons

For the Three Month Period ended September 30, 2019 compared to the Three Month Period ended September 30, 2018

Time charter and voyage revenues: Time charter and voyage revenues for the three month period ended September 30, 2019 increased by $1.0 million, or 1.6%, to $63.5 million, as compared to $62.6 million for the same period in 2018. The increase in time charter and voyage revenues was mainly attributable to the increase in the TCE rate, to $18,778 per day for the three month period ended September 30, 2019, from $17,606 per day for the three month period ended September 30, 2018 and the delivery of the Navios Libra in July 2019. That increase was partially mitigated by the decrease in revenue due to the sale of the Navios Felicity and the Navios Libra II in December 2018 and the Navios Galaxy I in April 2019. The available days of the fleet decreased to 3,240 days for the three month period ended September 30, 2019, as compared to 3,428 days for the three month period ended September 30, 2018, mainly due to the decrease of the size of the fleet.

Time charter and voyage expenses: Time charter and voyage expenses for the three month period ended September 30, 2019 amounted to $2.7 million, as compared to $2.2 million for the three month period ended September 30, 2018. The increase was mainly attributable to a: (i) $0.4 million increase in charter-in hire expenses due to the delivery of the Navios Libra on July 24, 2019; and (ii) $0.2 million increase in other voyage expenses. The above increase was partially mitigated by a $0.1 million decrease in bunkers expenses.

Direct vessel expenses: Direct vessel expenses, comprised of the amortization of dry dock and special survey costs of certain vessels in our fleet, for the three month period ended September 30, 2019 increased by $0.2 million, to $1.7 million, as compared to $1.5 million for the three month period ended September 30, 2018.

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Management fees: Management fees for the three month period ended September 30, 2019, decreased by $0.5 million, or 3.0%, to $16.7 million, as compared to $17.2 million for the same period in 2018. The decrease was mainly attributable to a $1.2 million decrease in management fees due to the sale of the Navios Felicity and the Navios Libra II in December 2018 and the Navios Galaxy I in April 2019. The above decrease was partially mitigated by a $0.8 million increase in management fees paid to the Manager mainly due to the delivery of the Navios Sphera and the Navios Mars in the third quarter of 2018 and the delivery of the Navios Libra in the third quarter of 2019.

General and administrative expenses: General and administrative expenses increased by $0.4 million to $3.9 million for the three month period ended September 30, 2019, as compared to $3.5 million for the three month period ended September 30, 2018. The increase was mainly due to a: (i) $0.3 million net increase in legal and professional fees, as well as audit fees and other administrative expenses; and (ii) $0.2 million increase in administrative fees paid to the Manager. The above increase was partially mitigated by a $0.1 million decrease in equity compensation expense.

Depreciation and amortization: Depreciation and amortization amounted to $13.2 million for the three month period ended September 30, 2019, as compared to $14.5 million for the three month period ended September 30, 2018. The decrease of $1.4 million was mainly attributable to a: (i) $1.2 million decrease in depreciation expense due to the sale of the Navios Libra II and the Navios Felicity in December 2018 and the Navios Galaxy I in April 2019; and (ii) $0.7 million decrease in amortization of the Navios Sagittarius favorable lease intangible which was fully amortized during the fourth quarter of 2018. The above decrease was partially mitigated by a $0.5 million increase in depreciation expense due to the delivery of the Navios Sphera and the Navios Mars in the third quarter of 2018. Depreciation of vessels is calculated using an estimated useful life of 25 and 30 years for drybulk vessels and containerships, respectively, from the date the vessel was originally delivered from the shipyard. Intangible assets are amortized over the contract periods, which range from one to twelve years, at inception.

Vessel impairment losses: There was no impairment loss for the three month period ended September 30, 2019. As of September 30, 2018, an impairment loss of $5.3 million was recorded in relation to the Navios Felicity in the condensed Consolidated Statements of Operations. The vessel was sold on December 4, 2018 (see Note 4 — Vessels, net).

Interest expense and finance cost, net: Interest expense and finance cost, net for the three month period ended September 30, 2019 increased by $0.7 million or 6.5% to $11.4 million, as compared to $10.7 million for the three month period ended September 30, 2018. The increase was mainly due to a $1.4 million write-off of the deferred finance fees and debt discount following the $85.5 million prepayments of the Term Loan B Facility in the third quarter 2019. The above increase was partially mitigated by: (i) a decrease of the weighted average interest rate for the three month period ended September 30, 2019 to 6.77% from 7.04% for the same period in 2018; and (ii) the decrease in Navios Partners’ average loan balance of $475.5 million for the three month period ended September 30, 2019 as compared to $502.4 million for the same period of 2018.

Interest income: Interest income increased by $0.7 million to $1.9 million for the three month period ended September 30, 2019, as compared to $1.2 million for the three month period ended September 30, 2018. The increase of $0.7 million was mainly attributable to an increase of the interest income accrued under the loans granted to Navios Europe I and Navios Europe II Inc. (“Navios Europe II”).

Other income: Other income for the three month period ended September 30, 2019 amounted to $0.1 million, as compared to $0.2 million for the three month period ended September 30, 2018.

Other expense: Other expense amounted to $0.4 million for both of the three month periods ended September 30, 2019 and 2018.

Equity in net earnings of affiliated companies: Equity in net earnings of affiliated companies for the three month period ended September 30, 2019 amounted to $1.4 million as compared to $2.0 million for the three month period ended September 30, 2018. The amounts consisted of the income related to the investment in Navios Maritime Containers L.P. (“Navios Containers”).

Net income: Net income for the three month period ended September 30, 2019 amounted to $16.9 million as compared to $10.5 million net income for the three month period ended September 30, 2018. The increase in net income of $6.4 million was due to the factors discussed above.

Operating surplus: Navios Partners generated Operating Surplus for the three month period ended September 30, 2019 of $25.7 million, as compared to $25.8 million for the three month period ended September 30, 2018. Operating Surplus is a non-GAAP financial measure used by certain investors to assist in evaluating a partnership’s ability to make quarterly cash distributions (See “Reconciliation of EBITDA and Adjusted EBITDA to Net Cash from Operating Activities, EBITDA, Operating Surplus and Available Cash for Distribution” contained herein).

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For the Nine Month Period ended September 30, 2019 compared to the Nine Month Period ended September 30, 2018

Time charter and voyage revenues: Time charter and voyage revenues for the nine month period ended September 30, 2019 decreased by $15.7 million, or 9.0%, to $158.1 million, as compared to $173.8 million for the same period in 2018. The decrease in time charter and voyage revenues was mainly attributable to: (i) the decrease in revenue due to the sales of the YM Unity and the YM Utmost in July 2018, the Navios Felicity and the Navios Libra II in December 2018 and the Navios Galaxy I in April 2019; and (ii) the decrease in the TCE rate, to $15,369 per day for the nine month period ended September 30, 2019, from $16,745 per day for the nine month period ended September 30, 2018. That decrease was partially mitigated by the increase in revenue following the acquisition of the Navios Mars and the Navios Sphera in August 2018, the Navios Altair in June 2018, the Navios Apollon I and the Navios Symmetry in May 2018 and the delivery of the Navios Libra in July 2019. The available days of the fleet decreased to 9,720 days for the nine month period ended September 30, 2019, as compared to 9,980 days for the nine month period ended September 30, 2018.

Time charter and voyage expenses: Time charter and voyage expenses for the nine month period ended September 30, 2019 increased by $2.0 million to $8.7 million, as compared to $6.7 million for the nine month period ended September 30, 2018. The increase was mainly attributable to a: (i) $1.1 million increase in bunkers expenses; (ii) $0.2 million increase in port expenses related to the freight voyages; (iii) $0.7 million net increase in other voyage expenses; and (iv) $0.4 million increase in charter-in hire expenses due to the delivery of the Navios Libra in July 2019. The above increase was partially mitigated by a $0.3 million decrease in brokers’ commission.

Direct vessel expenses: Direct vessel expenses, comprising of the amortization of dry dock and special survey costs of certain vessels in our fleet, amounted to $4.8 million for the nine month period ended September 30, 2019, as compared to $4.7 million for the nine month period ended September 30, 2018.

Management fees: Management fees for the nine month period ended September 30, 2019, decreased by $1.5 million or 2.9% to $49.8 million, as compared to $51.3 million for the same period in 2018. The decrease was mainly attributable to a: (i) $2.7 million decrease in management fees due to the sale of the YM Unity and the YM Utmost in July 2018; and (ii) $3.1 million decrease in management fees due to the sale of the Navios Felicity and the Navios Libra II in December 2018 and the Navios Galaxy I in April 2019. The above decrease was partially mitigated by a $4.4 million increase in management fees paid to the Manager mainly due to the delivery of five vessels in the second and third quarters of 2018 and the delivery of one vessel in the third quarter of 2019.

General and administrative expenses: General and administrative expenses increased by $1.9 million or 15.1% to $14.4 million for the nine month period ended September 30, 2019, as compared to $12.5 million for the nine month period ended September 30, 2018. The increase was mainly due to a: (i) $0.3 million increase in compensation to the directors and/ or officers of the Company; (ii) $1.1 million net increase in legal and professional fees, as well as audit fees and other administrative expenses; and (iii) $0.8 million increase in administrative fees paid to the Manager. The above increase was partially mitigated by a $0.3 million decrease in equity compensation expense.

Depreciation and amortization: Depreciation and amortization amounted to $39.9 million for the nine month period ended September 30, 2019, as compared to $43.8 million for the nine month period ended September 30, 2018. The decrease of $3.9 million was mainly attributable to a: (i) $3.0 million decrease in depreciation expense due to the sale of the Navios Libra II and the Navios Felicity in December 2018 and the Navios Galaxy I in April 2019; (ii) $1.4 million decrease in depreciation expense due to the sale of the YM Unity and the YM Utmost in July 2018; and (iii) $2.2 million decrease in amortization of the Navios Sagittarius favorable lease intangible which was fully amortized during the fourth quarter of 2018. The above decrease was partially mitigated by a $2.7 million increase in depreciation expense due to the delivery of five vessels in 2018. Depreciation of vessels is calculated using an estimated useful life of 25 and 30 years for drybulk vessels and containerships, respectively, from the date the vessel was originally delivered from the shipyard. Intangible assets are amortized over the contract periods, which range from one to twelve years, at inception.

Vessel impairment losses: As of March 31, 2019, the Company had a current expectation that, more likely than not, the Navios Galaxy I would be sold before the end of its previously estimated useful life, and as a result performed an impairment test of the specific asset group and recorded an impairment loss of $7.3 million. The vessel was sold on April 23, 2019. As of September 30, 2018, an impairment loss of $37.9 million was recorded in relation to the YM Unity and the YM Utmost in the condensed Consolidated Statements of Operations which were sold on July 2, 2018 (see Note 4 — Vessels, net) and an impairment loss of $5.3 million was recorded in relation to the Navios Felicity in the condensed Consolidated Statements of Operations which was sold on December 4, 2018 (see Note 4 — Vessels, net).

Interest expense and finance cost, net: Interest expense and finance cost, net for the nine month period ended September 30, 2019 increased by $3.8 million, or 12.1%, to $35.2 million, as compared to $31.4 million for the nine month period ended September 30, 2018. The increase was mainly due to: (i) an increase of the weighted average interest rate for the nine month period ended September 30, 2019 to 7.11% from 6.77% for the same period in 2018; and (ii) a $2.9 million write-off of the deferred finance fees and debt discount following the prepayments of the Term Loan B Facility in the nine month period ended September 30, 2019. That increase was partially mitigated by the decrease in Navios Partners’ average loan balance of $495.2 million for the nine month period ended September 30, 2019 as compared to $506.0 million for the same period of 2018.

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Interest income: Interest income increased by $2.3 million to $5.4 million for the nine month period ended September 30, 2019, as compared to $3.1 million for the nine month period ended September 30, 2018. The increase of $2.3 million was mainly attributable to an increase of the interest income accrued under the loans granted to Navios Europe I and Navios Europe II.

Other income: Other income for the nine month period ended September 30, 2019 amounted to $0.7 million as compared to $0.9 million for the nine month period ended September 30, 2018.

Other expense: Other expense for the nine month period ended September 30, 2019 amounted to $4.7 million as compared to $2.5 million for the nine month period ended September 30, 2018. The increase of $2.3 million was mainly attributable to a $3.6 million change in estimate of the guarantee claim receivable. The above increase was partially mitigated by a $1.3 million net decrease in other miscellaneous expenses.

Equity in net earnings of affiliated companies: Equity in net earnings of affiliated companies for the nine month period ended September 30, 2019 amounted to $1.5 million as compared to $4.6 million for the nine month period ended September 30, 2018. The amounts consisted of the income related to the investment in Navios Containers.

Net income/ (loss): Net income for the nine month period ended September 30, 2019 amounted to $0.8 million as compared to $13.6 million net loss for the nine month period ended September 30, 2018. The increase in net income of $14.4 million was due to the factors discussed above.

Operating surplus: Navios Partners generated Operating Surplus for the nine month period ended September 30, 2019 of $37.6 million, as compared to $63.0 million for the nine month period ended September 30, 2018. Operating Surplus is a non-GAAP financial measure used by certain investors to assist in evaluating a partnership’s ability to make quarterly cash distributions (See “Reconciliation of EBITDA and Adjusted EBITDA to Net Cash from Operating Activities, EBITDA, Operating Surplus and Available Cash for Distribution” contained herein).

Liquidity and Capital Resources

In addition to distributions on our units, our primary short-term liquidity needs are to fund general working capital requirements, cash reserve requirements including those under our credit facilities and debt service, while our long-term liquidity needs primarily relate to expansion and investment capital expenditures and other maintenance capital expenditures and debt repayment. Expansion capital expenditures are primarily for the purchase or construction of vessels to the extent the expenditures increase the operating capacity of or revenue generated by our fleet, while maintenance capital expenditures primarily consist of drydocking expenditures and expenditures to replace vessels in order to maintain the operating capacity of or revenue generated by our fleet. Investment capital expenditures are those capital expenditures that are neither maintenance capital expenditures nor expansion capital expenditures. We anticipate that our primary sources of funds for our short-term liquidity needs will be cash flows from our equity offerings, operations, proceeds from asset sales, long-term bank borrowings and other debt raisings. As of September 30, 2019 and prior to the prepayment in full of the Term Loan B Credit Facility, Navios Partners’ current assets totaled $67.0 million, while current liabilities totaled $83.4 million, resulting in a negative working capital position of $16.4 million. On October 10, 2019, Navios Partners fully repaid the Term Loan B Credit facility’s outstanding balance of $253.8 million, due in September 2020 with: (i) $233.7 million proceeds drawn under various credit facilities at the same date; and (ii) $20.1 million cash from the balance sheet (See also Note 6 – Borrowings and Note 18 – Subsequent events). As a result, as of September 30, 2019, $207.8 million was reclassified from “Current portion of long-term debt, net” to “Long-term debt, net”. Navios Partners’ cash forecast indicates that it will generate sufficient cash to make the required principal and interest payments on its indebtedness, provide for the normal working capital requirements of the business and remain in a positive working capital position through twelve months from November 25, 2019. Generally, our long-term sources of funds derive from cash from operations, long-term bank borrowings and other debt or equity financings to fund acquisitions and expansion and investment capital expenditures, including opportunities we may pursue under the Omnibus Agreement. We cannot assure you that we will be able to secure adequate financing or to obtain additional funds on favorable terms, to meet our liquidity needs.

Cash deposits and cash equivalents in excess of amounts covered by government provided insurance are exposed to loss in the event of non-performance by financial institutions. Navios Partners does maintain cash deposits and equivalents in excess of government provided insurance limits. Navios Partners also minimizes exposure to credit risk by dealing with a diversified group of major financial institutions.

Navios Partners may use funds to repurchase its outstanding common units and/or indebtedness from time to time. Repurchases may be made in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms Navios Partners deems appropriate and subject to its cash requirements for other purposes, compliance with the covenants under Navios Partners’ credit facilities, and other factors management deems relevant.

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In January 2019, the Board of Directors of Navios Partners authorized a common unit repurchase program for up to $50.0 million of the Company’s common units over a two year period. Common unit repurchases will be made from time to time for cash in open market transactions at prevailing market prices or in privately negotiated transactions. The timing and amount of repurchases under the program will be determined by Navios Partners’ management based upon market conditions and other factors. Repurchases may be made pursuant to a program adopted under Rule 10b5-1 under the Securities Exchange Act of 2 1934, as amended. The program does not require any minimum repurchase or any specific number of common units and may be suspended or reinstated at any time in the Company’s discretion and without notice. The Board of Directors will review the program periodically. Repurchases will be subject to restrictions under the Company’s credit facilities. As of November 25, 2019, the Company has repurchased and cancelled 312,952 common units, on a split adjusted basis, at a total cost of approximately $4.5 million.

Credit Facilities

Navios Partners’ long-term borrowings are presented under the captions “Long-term financial liabilities, net”, “Long-term debt, net”, “Current portion of financial liabilities, net” and “Current portion of long-term debt, net”. As of September 30, 2019 and December 31, 2018, total borrowings, net of deferred finance fees and debt discount amounted to $455.3 million and $507.5 million, respectively. The current portion of long-term borrowings, net amounted to $64.7 million at September 30, 2019 and $26.8 million at December 31, 2018.

Term Loan B Facility: In June 2013, Navios Partners completed the issuance of the $250.0 million Term Loan B Facility. On October 31, 2013 and November 1, 2013, Navios Partners completed the issuance of an $189.5 million add-on to its existing Term Loan B Facility.

On March 14, 2017, Navios Partners completed the issuance of a new $405.0 million Term Loan B Facility. The new Term Loan B Facility bore an interest rate of LIBOR plus 500 bps, it was set to mature on September 14, 2020 and was repayable in equal quarterly installments of 1.25% of the initial principal amount. Navios Partners used the net proceeds of the Term Loan B Facility to: (i) refinance the existing Term Loan B Facility; and (ii) pay fees and expenses related to the Term Loan B Facility. Following the refinancing of the Term Loan B Facility, an amount of $1.9 million and $1.3 million, was written-off from the deferred finance fees and discount, respectively. On August 10, 2017, Navios Partners completed the issuance of a $53.0 million add-on to its existing Term Loan B Facility. The add-on to the new Term Loan B Facility bore the same terms as the Term Loan B Facility. Navios Partners used the net proceeds to partially finance the acquisition of three vessels.

The Term Loan B Facility was secured by first priority mortgages covering certain vessels owned by subsidiaries of Navios Partners, in addition to other collateral, and guaranteed by each subsidiary of Navios Partners.

The Term Loan B Facility required maintenance of a loan to value ratio of 0.8 to 1.0, and other restrictive covenants customary for facilities of this type (subject to negotiated exceptions and baskets), including restrictions on indebtedness, liens, acquisitions and investments, restricted payments and dispositions. The Term Loan B Facility also provided for customary events of default, prepayment and cure provisions.

During the year ended December 31, 2018, four drybulk vessels were released from security of the Term Loan B Facility and in exchange, five drybulk vessels and $2.0 million in cash substituted the released vessels, as collateral to the Term Loan B Facility. In April and May 2019, Navios Partners prepaid $73.5 million and released five vessels from the collateral package of the Term Loan B Facility. Following these prepayments, an amount of $0.5 million and $1.0 million was written-off from the deferred finance fees and discount, respectively. In August 2019, Navios Partners prepaid $85.5 million and released five vessels from the collateral package of the Term Loan B Facility. Following these prepayments, an amount of $0.5 million and $1.0 million was written-off from the deferred finance fees and discount. As of September 30, 2019, the outstanding balance of the Term Loan B Facility was $251.7 million, net of discount of $2.1 million. Following these prepayments, there were no installments due and the outstanding balance of $253.8 million was fully repayable on the final maturity date. The final maturity date was September 14, 2020. On October 10, 2019, Navios Partners fully repaid the Term Loan B Credit Facility’s outstanding balance of $253.8 million.

BNP Credit Facility: On June 26, 2017, Navios Partners entered into a new credit facility with BNP PARIBAS (the “BNP Credit Facility”) of up to $32.0 million (divided into two tranches) in order to partially finance the acquisition of the Navios Ace and the Navios Sol. On June 28, 2017, the first tranche of BNP Credit Facility of $17.0 million was drawn. On July 18, 2017, the second tranche of BNP Credit Facility of $15.0 million was drawn. On December 13, 2018, Navios Partners repaid the outstanding balance of the first tranche in the amount of $15.1 million. Following this repayment, an amount of $0.1 million was written-off from the deferred finance fees. On April 9, 2019, Navios Partners amended the existing BNP Credit Facility, in order to refinance two vessels and replace the existing collateral under the BNP Credit Facility. As of September 30, 2019, the outstanding balance of the BNP Credit Facility was $11.4 million and is repayable in eight equal consecutive quarterly installments of $0.6 million each, with a final balloon payment of $6.8 million to be repaid on the last repayment date. The facility matures in the third quarter of 2021 and bears interest at LIBOR plus 300 bps per annum.

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DVB Credit Facilities: On June 28, 2017, Navios Partners entered into a new credit facility with DVB Bank S.E. (the “DVB Credit Facility”) of up to $39.0 million (divided into four tranches) in order to refinance the Commerzbank/DVB Credit Facility dated July 2012 and an additional amount of $7.0 million to partially finance the acquisition of the Navios Prosperity I. The amounts of $7.0 million and $32.0 million were drawn on June 30, 2017 and November 3, 2017, respectively. On July 2, 2018, Navios Partners repaid the outstanding balance of the three tranches in the amount of $20.2 million. Following this repayment, an amount of $0.2 million was written-off from the deferred finance fees. On April 15, 2019, Navios Partners fully repaid the outstanding balance of $12.3 million. Following this repayment, an amount of $0.1 million was written-off from the deferred finance fees.

On July 31, 2018, Navios Partners entered into a new credit facility with DVB Bank S.E. (the “DVB $44m Credit Facility”) of up to $44.0 million (divided into two tranches) in order to finance the acquisition of the Navios Sphera and the Navios Mars. The amounts of $17.5 million and $26.5 million were drawn on August 30, 2018. As of September 30, 2019, the total outstanding balance of the DVB $44m Credit Facility was $40.8 million and is repayable in 16 equal consecutive quarterly installments of $0.8 million each, with a final balloon payment of $28.1 million to be repaid on the last repayment date. The facility matures in the third quarter of 2023 and bears interest at LIBOR plus 290 bps per annum.

On February 12, 2019, Navios Partners entered into a new credit facility with DVB Bank S.E. (the “DVB $66m Credit Facility”) of up to $66.0 million (divided into four tranches) in order to refinance the DVB Credit Facility dated June 28, 2017 and three Capesize vessels previously included in the Term Loan B collateral package. On April 15, 2019, Navios Partners drew the two tranches of $15.7 million each. As of September 30, 2019, the total outstanding balance of the two tranches of the DVB $66m Credit Facility was $30.2 million and is repayable in seven quarterly installments of $1.1 million each and 12 quarterly installments of $0.9 million each, with a final balloon payment of $11.4 million, to be repaid on the last repayment date. The facility matures in the first quarter of 2024 and bears interest at LIBOR plus 260 bps per annum. As of September 30, 2019, the remaining two tranches had not been drawn under this facility. On October 10, 2019, Navios Partners drew the remaining tranches totaling $29.6 million under the DVB $66m Credit Facility.

Nordea/Skandinaviska Enskilda/NIBC Credit Facility: On March 26, 2018, Navios Partners entered into a new credit facility with Nordea Bank AB, Skandinaviska Enskilda Banken AB and NIBC Bank N.V. (the “Nordea Credit Facility”) of up to $14.3 million (divided into two tranches) in order to partially finance the acquisition of the Navios Symmetry and the Navios Altair I. On May 18, 2018, the first tranche of the Nordea Credit Facility of $7.15 million was drawn. On June 1, 2018 the second tranche of the March 2018 Credit Facility of $7.15 million was drawn. On December 13, 2018, Navios Partners repaid the outstanding balance of the second tranche in the amount of $6.6 million. Following this repayment, an amount of $0.1 million was written-off from the deferred finance fees. As of September 30, 2019, the outstanding balance of the Nordea Credit Facility was $5.7 million and is repayable in 15 equal consecutive quarterly installments of $0.3 million each, with a final balloon payment of $1.2 million to be repaid on the last repayment date. The facility matures in the second quarter of 2023 and bears interest at LIBOR plus 300 bps per annum.

NIBC Credit Facility: On December 28, 2018, Navios Partners entered into a new credit facility with NIBC Bank N.V. (the “NIBC Credit Facility”) of up to $28.5 million (divided into three tranches) in order to refinance three Ultra-Handymax vessels, previously included in the Term Loan B collateral package. On May 8, 2019, the first tranche of the NIBC Credit Facility of $11.9 million was drawn. As of September 30, 2019, the outstanding balance of the NIBC Credit Facility was $11.7 million and is repayable in 17 consecutive quarterly installments of $0.25 million each, with a final balloon payment of $7.4 million to be repaid on the last repayment date. The facility matures in the fourth quarter of 2023 and bears interest at LIBOR plus 275 bps per annum. As of September 30, 2019, the second and third tranches had not been drawn under this facility. On October 10, 2019, Navios Partners drew the remaining tranches totaling $13.5 million under the NIBC Credit Facility.

DNB Credit Facility: On April 5, 2019, Navios Partners entered into a new credit facility with DNB Bank ASA (the “DNB Credit Facility”) of up to $40.0 million (divided into two tranches) in order to refinance two Capesize vessels, previously included in the Term Loan B collateral package. The DNB Credit Facility has a term of approximately five years and bears interest at LIBOR plus 275 bps per annum. As of September 30, 2019, no amount had been drawn under this facility. On October 10, 2019, Navios Partners drew $34.4 million under the DNB Credit Facility.

HCOB Credit Facility: On September 26, 2019, Navios Partners entered into a new credit facility with Hamburg Commercial Bank AG (the “HCOB Credit Facility”) of up to $140.0 million in order to refinance eight drybulk vessels and five Containerships, previously included in the Term Loan B collateral package. The facility has a term of approximately two years, matures in the third quarter of 2021 and bears interest at LIBOR plus 320 bps per annum. As of September 30, 2019, no amount had been drawn under this facility. On October 10, 2019, Navios Partners drew $140.0 million under the HCOB Credit Facility.

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CACIB Credit Facility: On July 4, 2019, Navios Partners entered into a new credit facility with Credit Agricole Corporate and Investment Bank (“CACIB”), (the “CACIB Credit Facility”) of up to $52.8 million (divided into four tranches) in order to refinance three Capesize vessels and one Panamax vessel. In August 2019, the three tranches of the July 2019 Credit Facility of $36.5 million, in total were drawn. As of September 30, 2019, the total outstanding balance of the CACIB Credit Facility was $36.5 million and is repayable in 12 consecutive six-month installments of $2.3 million, with a final balloon payment of $9.2 million to be repaid on the last repayment date. The facility matures in the second quarter of 2025 and bears interest at LIBOR plus 275 bps over annum. As of September 2019, the fourth tranche had not been drawn under this facility. On October 10, 2019, Navios Partners drew the remaining tranche of $16.3 million under the CACIB Credit Facility.

Amounts drawn under the credit facilities are secured by first preferred mortgages on certain Navios Partners’ vessels and other collateral and are guaranteed by the respective vessel-owning subsidiaries. The credit facilities contain a number of restrictive covenants that prohibit or limit Navios Partners from, among other things: incurring or guaranteeing indebtedness; entering into affiliate transactions; charging, pledging or encumbering the vessels; changing the flag, class, management or ownership of Navios Partners’ vessels; changing the commercial and technical management of Navios Partners’ vessels; selling or changing the beneficial ownership or control of Navios Partners’ vessels; not maintaining Navios Holdings’ (or its affiliates) ownership in Navios Partners of at least 15.0%; and subordinating the obligations under the credit facilities to any general and administrative costs relating to the vessels, including the fixed daily fee payable under the management agreement.

The credit facilities require compliance with a number of financial covenants, including: (i) maintain a required security amount ranging over 120% to 135%; (ii) minimum free consolidated liquidity in an amount equal to at least $0.5 million to $0.7 million per owned vessel; (iii) maintain a ratio of EBITDA to interest expense of at least 2.00:1.00; (iv) maintain a ratio of total liabilities or total debt to total assets (as defined in our credit facilities) ranging of less than 0.75; and (v) maintain a minimum net worth to $135.0 million.

It is an event of default under the credit facilities if such covenants are not complied with in accordance with the terms and subject to the prepayments or cure provisions of the facilities.

As of September 30, 2019, Navios Partners was in compliance with the financial covenants and/or the prepayments and/or the cure provisions, as applicable, in each of its credit facilities.

Financial Liabilities: In December 2018, the Company entered into two sale and leaseback agreements of $25.0 million in total, with unrelated third parties for the Navios Fantastiks and the Navios Beaufiks. Navios Partners has a purchase obligation to acquire the vessels at the end of the lease term and under ASC 842-40, the transfer of the vessels was determined to be a failed sale. In accordance with ASC 842-40, the Company did not derecognize the respective vessels from its balance sheet and accounted for the amounts received under the sale and leaseback agreements as a financial liability. Navios Partners is obligated to make 69 and 60 consecutive monthly payments, respectively, of approximately $0.16 million each, commencing as of December 2018. As of September 30, 2019, the outstanding balance under the sale and leaseback agreements of the Navios Fantastiks and the Navios Beaufiks was $23.4 million in total. The agreements mature in the third quarter of 2024 and fourth quarter of 2023, respectively, with a purchase obligation of $6.3 million per vessel on the last repayment date.

On April 5, 2019, the Company entered into a new sale and leaseback agreement of $20.0 million, with unrelated third parties for the Navios Sol, a 2009-built Capesize vessel of 180,274 dwt. Navios Partners has a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transfer of the vessel was determined to be a failed sale. On April 11, 2019, the amount of $20.0 million was drawn. Navios Partners is obligated to make 120 consecutive monthly payments of approximately $0.19 million each, commencing as of April 2019. As of September 30, 2019, the outstanding balance under the sale and leaseback agreement of the Navios Sol was $19.5 million. The agreement matures in the second quarter of 2029, with a purchase obligation of $6.3 million on the last repayment date.

On June 7, 2019, the Company entered into a new sale and leaseback agreement of $7.5 million, with unrelated third parties for the Navios Sagittarius, a 2006-built Panamax vessel of 75,756 dwt. Navios Partners has a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transfer of the vessel was determined to be a failed sale. On June 28, 2019, the amount of $7.5 million was drawn. Navios Partners is obligated to make 36 consecutive monthly payments of approximately $0.18 million each, commencing as of June 2019. As of September 30, 2019, the outstanding balance under the sale and leaseback agreement of the Navios Sagittarius was $6.9 million. The agreement matures in the second quarter of 2022, with a purchase obligation of $2.0 million on the last repayment date.

On July 2, 2019, the Company entered into a new sale and leaseback agreement of $22.0 million, with unrelated third parties for the Navios Ace, a 2011-built Capesize vessel of 179,016 dwt. Navios Partners has a purchase obligation to acquire the vessel at the end of the lease term and under ASC 842-40, the transfer of the vessel was determined to be a failed sale. On July 24, 2019, the amount of $22.0 million was drawn. Navios Partners is obligated to make 132 consecutive monthly payments of approximately $0.2 million each, commencing as of July 2019. As of September 30, 2019, the outstanding balance under the sale and leaseback agreement of the Navios Ace was $21.7 million. The agreement matures in the third quarter of 2030, with a purchase obligation of $6.3 million on the last repayment date.

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The following table presents cash flow information derived from the unaudited condensed consolidated statements of cash flows of Navios Partners for the nine month periods ended September 30, 2019 and 2018.

Cash provided by operating activities for the nine month period ended September 30, 2019 as compared to the cash provided by operating activities for the nine month period ended September 30, 2018

Net cash provided by operating activities decreased by $3.5 million to $47.1 million of cash provided by the operating activities for the nine month period ended September 30, 2019, as compared to $50.6 million of cash provided by the operating activities for the same period in 2018. In determining net cash provided by operating activities, net income/ (loss) is adjusted for the effects of certain non-cash items as discussed below.

The aggregate adjustments to reconcile net income to net cash provided by operating activities was a $49.8 million non-cash gain for the nine month period ended September 30, 2019, which consisted mainly of the following adjustments: $39.9 million depreciation and amortization, $7.3 million impairment loss in relation to the sale of the Navios Galaxy I, $9.5 million non-cash accrued interest income and amortization of deferred revenue, $0.2 million non-cash accrued interest income from receivable from affiliates, $0.2 million amortization of operating lease right-of-use asset, $7.3 million amortization and write-off of deferred finance costs and discount, $4.8 million amortization of deferred dry dock and special survey costs, $1.5 million equity in net earnings of affiliated companies and $1.5 million equity compensation expense. The net cash outflow resulting from the change in operating assets and liabilities of $3.5 million for the nine month period ended September 30, 2019 resulted from a $6.0 million increase in prepaid expenses and other current assets, a $0.6 million decrease in deferred revenue, $14.0 million in payments for dry dock and special survey costs and a $0.2 million decrease in operating lease liabilities short and long term. This was partially mitigated by a $6.9 million decrease in accounts receivable, a $0.4 million increase in accounts payable, a $0.6 million increase in accrued expenses and a $9.4 million decrease in amounts due from related parties, consisting of management fees and drydocking expenses including amounts needed for compliance with IMO regulations prepaid to the Manager in accordance with the Management and Administrative Service agreements and the Navios Holdings Guarantee (as defined in “Related Party Transactions – Others”).

The aggregate adjustments to reconcile net loss to net cash provided by operating activities was a $84.6 million non-cash gain for the nine month period ended September 30, 2018, which consisted mainly of the following adjustments: $43.8 million depreciation and amortization, $37.9 million impairment loss in relation to the sale of the YM Unity and the YM Utmost, $5.3 million impairment loss in relation to the sale of the Navios Felicity, $9.4 million non-cash accrued interest income and amortization of deferred revenue, $0.2 million non-cash interest income from receivable from affiliates, $5.3 million amortization and write-off of deferred finance costs and discount, $4.7 million amortization of deferred dry dock and special survey costs, $4.6 million equity in net earnings of affiliated companies and $1.9 million equity compensation expense. The net cash outflow resulting from the change in operating assets and liabilities of $20.4 million for the nine month period ended September 30, 2018 resulted from a $1.6 million increase in prepaid expenses and other current assets, a $2.7 million decrease in accrued expenses, an $18.8 million increase in amounts due from related parties, consisting of management fees and drydocking expenses including amounts needed for compliance with IMO regulations prepaid to the Manager in accordance with the Management and Administrative Service agreements and the Navios Holdings Guarantee and $1.9 million in payments for drydock and special survey costs. This was partially mitigated by a $3.3 million decrease in accounts receivable, a $0.3 million increase in accounts payable and a $0.9 million increase in deferred revenue.

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Cash used in investing activities for the nine month period ended September 30, 2019 as compared to the cash used in investing activities for the nine month period ended September 30, 2018

Net cash used in investing activities decreased by $55.6 million to $6.9 million outflow for the nine month period ended September 30, 2019, as compared to $62.5 million outflow for the same period in 2018.

Cash used in investing activities of $6.9 million for the nine month period ended September 30, 2019 was mainly due to a: (i) $12.4 million payments relating to capitalized expenses of our fleet; and (ii) $4.0 million loan granted to Navios Europe I. This was partially mitigated by a $6.0 million of proceeds from the sale of the Navios Galaxy I and $3.5 million of proceeds from the note receivable related to the sale of the MSC Cristina.

Cash used in investing activities of $62.5 million for the nine month period ended September 30, 2018 was mainly due to: (i) $115.5 million paid for the acquisition of the Navios Apollon I, the Navios Symmetry and the Navios Altair I, delivered within the second quarter of 2018; (ii) $3.0 million loan granted to Navios Europe II; and (iii) $14.5 million investment in Navios Containers on March 13, 2018. The above decrease was partially mitigated by $67.0 million of proceeds from the sale of the YM Unity and the YM Utmost on July 2, 2018 and $3.5 million of proceeds from the note receivable related to the sale of the MSC Cristina.

Cash used in financing activities for the nine month period ended September 30, 2019 as compared to cash provided by financing activities for the nine month period ended September 30, 2018

Net cash used in financing activities increased by $115.9 million to $75.7 million outflow for the nine month period ended September 30, 2019, as compared to $40.2 million inflow for the same period in 2018.

Cash used in financing activities of $75.7 million for the nine month period ended September 30, 2019 was due to: (i) payment of a total cash distribution of $10.2 million; (ii) loans and financial liabilities repayments of $186.7 million; (iii) payments of $3.6 million for deferred finance fees relating to the new credit facilities and sale and leaseback agreements; and (iv) payments of $4.5 million in total for acquisition of treasury stock. This was partially offset by $129.3 million of proceeds from the NIBC Credit Facility, the DVB $66m Credit Facility and the CACIB Credit Facility and the financial liabilities of the Navios Sol, the Navios Sagittarius and the Navios Ace.

Cash provided by financing activities of $40.2 million for the nine month period ended September 30, 2018 was due to: (i) $34.1 million of proceeds from the issuance of 1,228,133 common units and 25,064 additional general partner units, net of offering costs, related to the public offering in February 21, 2018; (ii) $14.3 million of proceeds from the Nordea Credit Facility; and (iii) $44.0 million of proceeds from the DVB $44m Credit Facility. This overall increase was partially offset by: (i) loan repayments of $44.8 million; (ii) a payment of a total cash distribution of $6.8 million; and (iii) payments of $0.6 million for deferred finance fees relating to the Nordea Credit Facility and the DVB $44m Credit Facility.

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Reconciliation of EBITDA and Adjusted EBITDA to Net Cash from Operating Activities, EBITDA, Operating Surplus and Available Cash for Distribution

(1) EBITDA and Adjusted EBITDA

EBITDA represents net income/ (loss) attributable to Navios Partners’ unitholders before interest and finance costs, before depreciation and amortization (including intangible accelerated amortization) and income taxes. Adjusted EBITDA represents EBITDA before vessel impairment losses and revision of the estimated guarantee claim receivable. Navios Partners uses Adjusted EBITDA as a liquidity measure and reconcile EBITDA and Adjusted EBITDA to net cash provided by operating activities, the most comparable U.S. GAAP liquidity measure. EBITDA in this document is calculated as follows: net cash provided by operating activities adding back, when applicable and as the case may be, the effect of: (i) net (increase)/ decrease in operating assets; (ii) net (decrease)/ increase in operating liabilities; (iii) net interest cost; (iv) amortization and write-off of deferred financing cost; (v) equity in net earnings of affiliated companies; (vi) impairment charges; (vii) non-cash accrued interest income and amortization of deferred

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revenue; (viii) equity compensation expense and; (ix) non-cash accrued interest income from receivable from affiliates. Navios Partners believes that EBITDA and Adjusted EBITDA are each the basis upon which liquidity can be assessed and presents useful information to investors regarding Navios Partners’ ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and make cash distributions. Navios Partners also believes that EBITDA and Adjusted EBITDA are used: (i) by potential lenders to evaluate potential transactions; (ii) to evaluate and price potential acquisition candidates; and (iii) by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

EBITDA and Adjusted EBITDA have limitations as an analytical tool, and should not be considered in isolation or as a substitute for the analysis of Navios Partners’ results as reported under U.S. GAAP. Some of these limitations are: (i) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, working capital needs; and (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future. EBITDA and Adjusted EBITDA do not reflect any cash requirements for such capital expenditures. Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as a principal indicator of Navios Partners’ performance. Furthermore, our calculation of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies due to differences in methods of calculation.

EBITDA for the three month period ended September 30, 2018 was negatively affected by the accounting effect of a: (i) $5.3 million impairment loss on the sale of the Navios Felicity; and (ii) $0.6 million equity compensation expense. Excluding these items, Adjusted EBITDA decreased by $0.7 million to $41.3 million for the three month period ended September 30, 2019, as compared to $42.0 million for the same period in 2018. The decrease in Adjusted EBITDA was primarily due to a: (i) $0.5 million increase in time charter and voyage expenses; (ii) $1.0 million increase in general and administrative expenses; (iii) $0.6 million decrease in equity in net earnings of affiliated companies and (iv) $0.1 million decrease in other income. The above decrease was partially mitigated by a: (i) $1.0 million increase in revenue; and (ii) $0.5 million decrease in management fees.

EBITDA for the nine month period ended September 30, 2019 was negatively affected by the accounting effect of a: (i) $7.3 million impairment loss on the sale of the Navios Galaxy I; and (ii) $3.6 million revision of the estimated guarantee claim receivable. EBITDA for the nine month period ended September 30, 2018 was negatively affected by the accounting effect of a: (i) $37.9 million impairment loss on the sale of the YM Unity and the YM Utmost; (ii) $5.3 million impairment loss on the sale of the Navios Felicity; and (iii) $1.9 million equity compensation expense. Excluding these items, Adjusted EBITDA decreased by $21.8 million to $86.3 million for the nine month period ended September 30, 2019, as compared to $108.2 million for the same period in 2018. The decrease in Adjusted EBITDA was primarily due to a: (i) $15.7 million decrease in revenue; (ii) $2.0 million increase in time charter and voyage expenses; (iii) $3.8 million increase in general and administrative expenses; (iv) $3.1 million decrease in equity in net earnings of affiliated companies; and (v) $0.2 million decrease in other income. The above decrease was partially mitigated by a: (i) $1.5 million decrease in management fees; and (ii) $1.4 million decrease in other expenses.

(2) Operating Surplus

Operating Surplus represents net income adjusted for depreciation and amortization expense, non-cash interest expense, non-cash interest income, equity compensation expense, estimated maintenance and replacement capital expenditures and one-off items. Maintenance and replacement capital expenditures are those capital expenditures required to maintain over the long term the operating capacity of, or the revenue generated by, Navios Partners’ capital assets.

Operating Surplus is a quantitative measure 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 a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity.

Available Cash

Available Cash generally means, for each fiscal quarter, all cash on hand at the end of the quarter:

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Available Cash is a quantitative measure used in the publicly traded partnership investment community to assist in evaluating a partnership’s ability to make quarterly cash distributions. Available Cash is not required by U.S. GAAP and should not be considered as an alternative to net income or any other indicator of Navios Partners’ performance required by U.S. GAAP.

Borrowings

Navios Partners’ long-term borrowings are presented under the captions “Long-term financial liabilities, net”, “Long-term debt, net”, “Current portion of financial liabilities, net” and “Current portion of long-term debt, net”. As of September 30, 2019 and December 31, 2018, total borrowings, net of deferred finance fees and discount amounted to $455.3 million and $507.5 million, respectively. The current portion of long-term borrowings, net amounted to $64.7 million at September 30, 2019 and $26.8 million at December 31, 2018.

Capital Expenditures

Navios Partners finances its capital expenditures with cash flow from operations, equity raisings, long-term bank borrowings and other debt raisings. Capital expenditures for each of the nine month periods ended September 30, 2019 and 2018 amounted to $12.4 million and $115.5 million, respectively. The reserves for estimated maintenance and replacement capital expenditures for the three and nine month periods ended September 30, 2019 were $7.2 million and $21.9 million, respectively. The reserves for estimated maintenance and replacement capital expenditures for the three and nine month periods ended September 30, 2018 were $7.4 million and $19.8 million, respectively.

Maintenance for our vessels and expenses related to drydocking expenses are reimbursed at cost by Navios Partners to our manager under the amended management agreement. Our manager is Navios Shipmanagement Inc. (the “Manager”). In October 2011, Navios Partners extended the duration of its existing Management Agreement with the Manager until December 31, 2017. In November 2017, Navios Partners extended the duration of its existing Management Agreement with the Manager until December 31, 2022 and the fixed rate for ship management services of its owned fleet through December 31, 2019, effective from January 1, 2018. The management fees, excluding drydocking expenses are: (a) $4,225 daily rate per Ultra-Handymax vessel; (b) $4,325 daily rate per Panamax vessel; (c) $5,250 daily rate per Capesize vessel; (d) $6,700 daily rate per Containership of TEU 6,800; (e) $7,400 daily rate per Containership of more than TEU 8,000; and (f) $8,750 daily rate per very large Containership of more than TEU 13,000.

In August 2019, Navios Partners extended the duration of its existing Management Agreement with the Manager until January 1, 2025. In addition, management fees are fixed for two years commencing from January 1, 2020 at: (a) $4.45 daily per Panamax Vessel; (b) $4.35 daily per Ultra-Handymax Vessel; (c) $5.41 daily per Capesize Vessel; and (d) $6.90 daily per 6,800 TEU Containership. The agreement also provides for a technical and commercial management fee of $0.05 per day per vessel and an annual increase of 3% after January 1, 2022 unless agreed otherwise. Drydocking expenses are reimbursed at cost for all vessels.

Maintenance and Replacement Capital Expenditures Reserve

We estimate that our annual replacement reserve for the year ending December 31, 2019 will be approximately $29.0 million, for replacing our vessels at the end of their useful lives.

The amount for estimated replacement capital expenditures attributable to future vessel replacement was based on the following assumptions: (i) current market price to purchase a five year old vessel of similar size and specifications; (ii) a 25-year useful life for drybulk vessels and a 30-year useful life for containerships; and (iii) a relative net investment rate.

The amount for estimated maintenance capital expenditures attributable to future vessel drydocking and special survey was based on certain assumptions including the remaining useful life of the owned vessels of our fleet, market costs of drydocking and special survey and a relative net investment rate.

Our Board of Directors, with the approval of the Conflicts Committee, may determine that one or more of our assumptions should be revised, which could cause our Board of Directors to increase or decrease the amount of estimated maintenance and replacement capital expenditures. The actual cost of replacing the vessels in our fleet will depend on a number of factors, including prevailing market conditions, charter hire rates and the availability and cost of financing at the time of replacement. We may elect to finance some or all of our maintenance and replacement capital expenditures through the issuance of additional common units, which could be dilutive to existing unitholders.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations and Contingencies

The following table summarizes our long-term contractual obligations as of September 30, 2019.

Navios Holdings, Navios Maritime Acquisition Corporation (“Navios Acquisition”) and Navios Partners have made available to Navios Europe I revolving loans of up to $24.1 million to fund working capital requirements (collectively, the “Navios Revolving Loans I”). In December 2018, the amount of funds available under the Navios Revolving Loans I was increased by $30.0 million. As of September 30, 2019, the amount undrawn under the Navios Revolving Loans I was $2.0 million, of which Navios Partners may be required to fund an amount up to $2.0 million (see Note 12 — Transactions with related parties and affiliates).

Navios Holdings, Navios Acquisition and Navios Partners have made available to Navios Europe II revolving loans of up to $43.5 million to fund working capital requirements (collectively, the “Navios Revolving Loans II”). In March 2017, the amount of funds available under the Navios Revolving Loans II was increased by $14.0 million. As of September 30, 2019, the amounts undrawn from the Navios Revolving Loans II were $4.5 million, of which Navios Partners may be required to fund an amount up to $4.5 million (see Note 12 — Transactions with related parties and affiliates).

Navios Partners leases office space in Monaco pursuant to a five year lease agreement dated July 1, 2018 that expires in June 2023, for a monthly rent of approximately $0.01 million.

Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy

There is no guarantee that unitholders will receive quarterly distributions from us and beginning with the quarter ending December 31, 2015, our Board of Directors elected to suspend distributions on our common units in order to preserve cash and improve our liquidity. In March 2018, the Company’s Board of Directors announced a new distribution policy under which it intends to pay quarterly cash distribution in the amount of $0.30 per unit, or $1.20 annually. On October 23, 2019, the Company announced the quarterly distribution of $0.30 per unit for the third quarter of 2019. The distribution was payable on November 14, 2019 to all unitholders of common and general partner units of record as of November 7, 2019.

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Our distribution policy is subject to certain restrictions and may be changed at any time, including:

Our ability to make distributions to our unitholders depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, the provisions of existing and future indebtedness, applicable partnership and limited liability company laws and other laws and regulations.

Quarterly Distribution

There is no guarantee that we will pay the quarterly distribution on the common units in any quarter. The amount of distributions paid under our policy and the decision to make any distribution is determined by our board of directors, taking into consideration the terms of our partnership agreement. We are prohibited from making any distributions to unitholders if it would cause an event of default, or an event of default exists, under our existing credit facilities.

Quarterly distributions were paid by the Company through September 2015. For the quarter ended December 31, 2015, the Company’s board of directors determined to suspend payment of the Company’s quarterly distributions in order to preserve cash and improve our liquidity. In March 2018, the Company’s board of directors announced a new distribution policy under which it intends to declare quarterly cash distributions in the amount of $0.30 per unit, or $1.20 annually.

On October 23, 2019, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended September 30, 2019 of $0.30 per unit. The distribution was payable on November 14, 2019 to all unitholders of common and general partner units of record as of November 7, 2019. The aggregate amount of the declared distribution was $3.4 million.

Incentive Distribution Rights

The following description of our incentive distribution rights reflects such rights in the event the distributions are reinstated and the indicated levels are achieved, of which there can be no assurance. Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of available cash from Operating Surplus after the minimum quarterly distribution and the target distribution levels have been achieved. Our general partner currently holds the incentive distribution rights, but may transfer these rights separately from its general partner interest, subject to restrictions in the partnership agreement.

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The following table illustrates the percentage allocations of the additional available cash from Operating Surplus among the unitholders and our general partner up to the various target distribution levels. The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of the unitholders and our general partner in any available cash from Operating Surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Target Amount,” until available cash from Operating Surplus we distribute reaches the next target distribution level, if any. The percentage interests shown for the unitholders and our general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests shown for our general partner assume that our general partner maintains its 2.0% general partner interest and assume our general partner has not transferred the incentive distribution rights.

Related Party Transactions

Management fees: Pursuant to the amended Management Agreement, in each of October 2013, August 2014, February 2015 and February 2016, the Manager provides commercial and technical management services to Navios Partners’ vessels for a daily fee of: (a) $4,100 daily rate per Ultra-Handymax vessel; (b) $4,200 daily rate per Panamax vessel; (c) $5,250 daily rate per Capesize vessel; (d) $6,700 daily rate per Containership of TEU 6,800; (e) $7,400 daily rate per Containership of more than TEU 8,000; and (f) $8,750 daily rate per very large Containership of more than TEU 13,000 through December 31, 2017. On November 14, 2017, Navios Partners extended the duration of its existing Management Agreement with the Manager until December 31, 2022 and to fix the rate for shipmanagement services of its owned fleet through December 31, 2019, effective from January 1, 2018. The management fees, excluding drydocking expenses, which are reimbursed at cost by Navios Partners, are: (a) $4,225 daily rate per Ultra-Handymax vessel; (b) $4,325 daily rate per Panamax vessel; (c) $5,250 daily rate per Capesize vessel; (d) $6,700 daily rate per Containership of TEU 6,800; (e) $7,400 daily rate per Containership of more than TEU 8,000 and (f) $8,750 daily rate per very large Containership of more than TEU 13,000. These fixed daily fees cover our vessels’ operating expenses, other than certain extraordinary fees and costs. For the nine month periods ended September 30, 2019 and 2018 certain extraordinary fees and costs related to regulatory requirements, including ballast water treatment system installation under Company’s management agreement, amounted to $11.4 million and $0, respectively, and are presented under “Acquisition of/additions to vessels” in the condensed Consolidated Statements of Cash Flows. Drydocking expenses under this agreement are reimbursed by Navios Partners at cost at occurrence.

In August 2019, Navios Partners extended the duration of its existing management agreement (the “Management Agreement”) with Navios Ship Management Inc. (the “Manager”) until January 1, 2025. In addition management fees are fixed for two years commencing from January 1, 2020 at: (a) $4,450 per day per Panamax Vessel; (b) $4,350 per day per Ultra-Handymax Vessel; (c) $5,410 per day per Capesize Vessel; and (d) $6,900 per day per 6,800 TEU Containership. The agreement also provides for a technical and commercial management fee of $50 per day per vessel and an annual increase of 3% after January 1, 2022 unless agreed otherwise. Drydocking expenses are reimbursed at cost for all vessels.

Total management fees for each of the three and nine month periods ended September 30, 2019 amounted to $16.7 million and $49.8 million, respectively. Total management fees for the three and nine month periods ended September 30, 2018 amounted to $17.2 million and $51.3 million, respectively.

General and administrative expenses: Pursuant to the Administrative Services Agreement, the Manager also provides administrative services to Navios Partners, which include bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other. The Manager is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Navios Partners extended the duration of its existing Administrative Services Agreement with the Manager, until December 31, 2022.

In August 2019, Navios Partners extended the duration of its existing administrative services agreement with the Manager until January 1, 2025, which provide for allocable general and administrative costs.

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Total general and administrative expenses charged by the Manager for each of the three and nine month periods ended September 30, 2019 amounted to $2.6 million and $7.7 million, respectively. Total general and administrative expenses charged by the Manager for the three and nine month periods ended September 30, 2018 amounted to $2.4 million and $6.9 million, respectively.

Balance due from related parties (excluding Navios Europe I and Navios Europe II): Balance due from related parties as of September 30, 2019 and December 31, 2018 amounted to $38.2 million and $52.3 million, respectively, of which, as of September 30, 2019, the current receivable was $11.2 million and the long-term receivable was $27.0 million. The balance mainly consisted of management fees, drydocking, and extraordinary fees and costs related to regulatory requirements, including ballast water treatment system installation, prepaid to the Manager in accordance with the Management service agreement, as well as the Navios Holdings Guarantee. Net of the $3.6 million change in estimate of the guarantee claim receivable recorded during the three month period ended September 30, 2019, the outstanding balance of the claim from the Navios Holdings Guarantee amounted to $10.7 million as of September 30, 2019.

Balance due from Navios Europe I: Navios Holdings, Navios Acquisition and Navios Partners have made available to Navios Europe I revolving loans up to $24.1 million to fund working capital requirements (collectively, the “Navios Revolving Loans I”). In December 2018, the amount of funds available under the Navios Revolving Loans I was increased by $30.0 million (see Note 14 — Investment in Affiliates). The Navios Revolving Loans I and the Navios Term Loans I earn interest and an annual preferred return, respectively, at 12.7% per annum, on a quarterly compounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end of each quarter.

As of September 30, 2019, Navios Partners’ portion of the outstanding amount relating to the portion of the investment in Navios Europe I (5.0% of the $10.0 million) was $0.5 million, under the caption “Investment in affiliates” and the outstanding amount relating to the Navios Revolving Loans I capital was $15.2 million (December 31, 2018: $11.2 million), under the caption “Loans receivable from affiliates”. The accrued interest income earned under the Navios Revolving Loans I was $2.2 million (December 31, 2018: $0.7 million) under the caption “Balance due from related parties” and the accrued interest income earned under the Navios Term Loans I was $0.5 million (December 31, 2018: $0.4 million) under the caption “Loans receivable from affiliates”. As of September 30, 2019, the amount undrawn under the Navios Revolving Loans I was $2.0 million, of which Navios Partners may be required to fund an amount up to $2.0 million.

On November 22, 2019, an agreement was reached to liquidate Navios Europe I (see also Recent Developments).

Balance due from Navios Europe II: Navios Holdings, Navios Acquisition and Navios Partners have made available to Navios Europe II revolving loans up to $43.5 million to fund working capital requirements (collectively, the “Navios Revolving Loans II”). In March 2017, the availability under the Navios Revolving Loans II was increased by $14.0 million (see Note 14 — Investment in Affiliates). The Navios Revolving Loans II and the Navios Term Loans II earn interest and an annual preferred return at 18% per annum, on a quarterly compounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end of each quarter.

As of September 30, 2019, Navios Partners’ portion of the outstanding amount relating to portion of the investment in Navios Europe II (5.0% of the $14.0 million) was $0.7 million, under the caption “Investment in affiliates” and the outstanding amount relating to the Navios Revolving Loans II capital was $15.4 million (December 31, 2018: $15.4 million), under the caption “Loans receivable from affiliates”. The accrued interest income earned under the Navios Revolving Loans II was $7.3 million (December 31, 2018: $4.5 million) under the caption “Balance due from related parties” and the accrued interest income earned under the Navios Term Loans II was $0.7 million (December 31, 2018: $0.6 million) under the caption “Loans receivable from affiliates”. As of September 30, 2019, the amount undrawn under the Navios Revolving Loans II was $4.5 million, of which Navios Partners may be required to fund an amount up to $4.5 million.

Note receivable from affiliates: On March 17, 2017, Navios Holdings transferred to Navios Partners its rights to the fixed 12.7% interest on the Navios Europe I Navios Term Loans I and Navios Revolving Loans I (including the respective accrued receivable interest) in the amount of $33.5 million, which included a cash consideration of $4.1 million and 871,795 newly issued common units of Navios Partners, on a split adjusted basis. At the date of this transaction, the Company recognized a receivable at the fair value of its newly issued common units totaling to $29.4 million based on the closing price of $33.75 per unit as of March 16, 2017 given as consideration. The receivable relating to the consideration settled with the issuance of 871,795 Navios Partners’ common units in the amount of $29.4 million has been classified contra equity within the condensed consolidated Statements of Changes in Partners’ Capital as “Note receivable”. The receivable from Navios Holdings is payable on maturity in December 2023 and Navios Partners will receive approximately $50.9 million. Interest will accrue through maturity and will be recognized within “Interest income” for the receivable relating to the cash consideration of $4.1 million. As of September 30, 2019, the long-term note receivable from Navios Holdings amounted to $4.7 million (including the non-cash interest income of $0.2 million), presented under the caption “Note receivable from affiliates”. Navios Partners may require Navios Holdings, under certain conditions, to repurchase the loans after the third anniversary of the date of the transaction based on the then outstanding balance of the loans.

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Others: Navios Partners has entered into an omnibus agreement with Navios Holdings (the “Partners Omnibus Agreement”) in connection with the closing of Navios Partners’ IPO governing, among other things, when Navios Holdings and Navios Partners may compete against each other as well as rights of first offer on certain drybulk carriers. Pursuant to the Partners Omnibus Agreement, Navios Partners generally agreed not to acquire or own Panamax or Capesize drybulk carriers under time charters of three or more years without the consent of an independent committee of Navios Partners. In addition, Navios Holdings has agreed to offer to Navios Partners the opportunity to purchase vessels from Navios Holdings when such vessels are fixed under time charters of three or more years.

Navios Partners entered into an omnibus agreement with Navios Acquisition and Navios Holdings (the “Acquisition Omnibus Agreement”) in connection with the closing of Navios Acquisition’s initial vessel acquisition, pursuant to which, among other things, Navios Holdings and Navios Partners agreed not to acquire, charter-in or own liquid shipment vessels, except for containerships and vessels that are primarily employed in operations in South America, without the consent of an independent committee of Navios Acquisition. In addition, Navios Acquisition, under the Acquisition Omnibus Agreement, agreed to cause its subsidiaries not to acquire, own, operate or charter drybulk carriers subject to specific exceptions. Under the Acquisition Omnibus Agreement, Navios Acquisition and its subsidiaries granted to Navios Holdings and Navios Partners, a right of first offer on any proposed sale, transfer or other disposition of any of its drybulk carriers and related charters owned or acquired by Navios Acquisition. Likewise, Navios Holdings and Navios Partners agreed to grant a similar right of first offer to Navios Acquisition for any liquid shipment vessels it might own. These rights of first offer will not apply to a (i) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the terms of any charter or other agreement with a counterparty, or (ii) merger with or into, or sale of substantially all of the assets to, an unaffiliated third party.

In connection with the Navios Maritime Midstream Partners L.P. (“Navios Midstream”) initial public offering and effective November 18, 2014, Navios Partners entered into an omnibus agreement with Navios Midstream, Navios Acquisition and Navios Holdings pursuant to which Navios Acquisition, Navios Holdings and Navios Partners have agreed not to acquire or own any VLCCs, crude oil tankers, refined petroleum product tankers, LPG tankers or chemical tankers under time charters of five or more years and also providing rights of first offer on certain tanker vessels.

In connection with the Navios Containers private placement and listing on the Norwegian over-the-counter (“N-OTC”) market effective June 8, 2017, Navios Partners entered into an omnibus agreement with Navios Containers, Navios Holdings, Navios Acquisition and Navios Midstream (the “Navios Containers Omnibus Agreement”), pursuant to which Navios Partners, Navios Holdings, Navios Acquisition and Navios Midstream have granted to Navios Containers a right of first refusal over any containerships to be sold or acquired in the future. The omnibus agreement contains significant exceptions that will allow Navios Partners, Navios Holdings, Navios Acquisition and Navios Midstream to compete with Navios Containers under specified circumstances.

On November 15, 2012 (as amended and supplemented in March 2014, December 2017 and July 2019), Navios Holdings and Navios Partners entered into an agreement (the “Navios Holdings Guarantee”) by which Navios Holdings will provide supplemental credit default insurance with a maximum cash payment of $20.0 million. The claim is repayable in three installments, the first of $4.3 million by the fourth quarter 2019, the second of $5.0 million by the third quarter 2020 and the third of $5.0 million by the first quarter 2021. Net of the $3.6 million change in estimate of the guarantee claim receivable recorded in the second quarter 2019, the claim amounted to $10.7 million for the nine month period ended September 30, 2019, presented under the captions “Amounts due from related parties-short term” and “Amounts due from related parties-long term” in the condensed consolidated Balance Sheets.

As of November 25, 2019, there were 10,983,679 outstanding common units and 230,524 general partnership units. Navios Holdings currently owns an 18.5% interest in Navios Partners and Olympos Maritime Ltd., an entity affiliated with Navios Holdings’ Chairman and Chief Executive Officer, Angeliki Frangou, holds the general partner interest of 2.1%.

On November 25, 2019, Navios Partners entered into a share purchase agreement for the acquisition of three Panamax and one Ultra-handywax drybulk vessels from an entity affiliated with its Chairman and CEO for $37.0 million (plus working capital adjustment) in a transaction approved by the Conflicts Committee of the Board of Directors of Navios Partners.

Quantitative and Qualitative Disclosures about Market Risks

Foreign Exchange Risk

Our functional and reporting currency is the U.S. dollar. We engage in worldwide commerce with a variety of entities. Although our operations may expose us to certain levels of foreign currency risk, our transactions are predominantly U.S. dollar denominated. Transactions in currencies other than U.S. dollars are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated, are recognized.

Interest Rate Risk

Borrowings under our credit facilities bear interest at rate based on a premium over U.S. $ LIBOR. Therefore, we are exposed to the risk that our interest expense may increase if interest rates rise. For the nine month period ended September 30, 2019 and 2018, we paid interest on our outstanding debt at a weighted average interest rate of 7.11% and 6.77%, respectively. A 1% increase in LIBOR would have increased our interest expense for each of the nine month periods ended September 30, 2019 and 2018 by $3.8 million.

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Concentration of Credit Risk

Financial instruments, which potentially subject us to significant concentrations of credit risk, consist principally of trade accounts receivable. We closely monitor our exposure to customers for credit risk. We have policies in place to ensure that we trade with customers with an appropriate credit history.

For the nine month period ended September 30, 2019, HMM, Swissmarine and Cargill represented approximately 26.9%, 12.3% and 10.6%, respectively, of total revenues. For the nine month period ended September 30, 2018, one customer, HMM represented approximately 24.4% of total revenues. No other customers accounted for 10% or more of total revenues for any of the periods presented.

Following the termination of the credit default insurance through its third party insurer, Navios Partners entered into the Navios Holdings Guarantee by which Navios Holdings will provide supplemental credit default insurance with a maximum cash payment of $20.0 million. The claim is repayable in three installments of $4.3 million by the fourth quarter 2019, $5.0 million by the third quarter 2020 and $5.0 million by the first quarter 2021. Net of the $3.6 million change in estimate of the guarantee claim receivable recorded in the second quarter 2019, the claim amounted to $10.7 million for the nine month period ended September 30, 2019, presented under the captions “Amounts due from related parties-short term” and “Amounts due from related parties-long term” in the condensed Consolidated Balance Sheets.

If we lose a charter, we may be unable to re-deploy the related vessel on terms as favorable to us due to the long-term nature of most charters and the cyclical nature of the industry or we may be forced to charter the vessel on the spot market at then market rates which may be less favorable than the charter that has been terminated. If we are unable to re-deploy a vessel for which the charter has been terminated, we will not receive any revenues from that vessel, but we may be required to pay expenses necessary to maintain the vessel in proper operating condition. If we lose a vessel, any replacement or newbuilding would not generate revenues during its construction acquisition period, and we may be unable to charter any replacement vessel on terms as favorable to us as those of the terminated charter.

Even if we successfully charter our vessels in the future, our charterers may go bankrupt or fail to perform their obligations under the charter agreements, they may delay payments or suspend payments altogether, they may terminate the charter agreements prior to the agreed-upon expiration date or they may attempt to renegotiate the terms of the charters. The permanent loss of a customer, time charter or vessel, or a decline in payments under our charters, could have a material adverse effect on our business, results of operations and financial condition and our ability to make cash distributions in the event we are unable to replace such customer, time charter or vessel. For further details, please read “Risk Factors” in our 2018 Annual Report on Form 20-F.

Inflation

Inflation has had a minimal impact on vessel operating expenses, drydocking expenses and general and administrative expenses. Our management does not consider inflation to be a significant risk to direct expenses in the current and foreseeable economic environment.

Recent Accounting Pronouncements

The Company’s recent accounting pronouncements are included in the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report.

Critical Accounting Policies

Our financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates in the application of our accounting policies based on the best assumptions, judgments and opinions of management. Following is a discussion of the accounting policies that involve a higher degree of judgment and the methods of their application that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. Other than as described below, all significant accounting policies are as described in Note 2 to the Notes to the consolidated financial statements included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2018 filed with the SEC on April  9, 2019.

Exhibit List

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INDEX

F-1

NAVIOS MARITIME PARTNERS L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of U.S. Dollars except unit data)

See unaudited condensed notes to the condensed consolidated financial statements

F-2

NAVIOS MARITIME PARTNERS L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in thousands of U.S. Dollars except unit and per unit data)

Loss per unit (see note 15):     

See unaudited condensed notes to the condensed consolidated financial statements

F-3

NAVIOS MARITIME PARTNERS L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of U.S. Dollars)

See unaudited condensed notes to the condensed consolidated financial statements

F-4