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

Commission File No. 001-33811

NAVIOS MARITIME PARTNERS L.P.

85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes o No þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes o No þ

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

 

 

Release of Third Quarter 2008 Results

     On October 22, 2008, Navios Maritime Partners L.P. issued a press release announcing the results for the third quarter and nine months ended September 30, 2008. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Press Release dated October 22, 2008

Navios Maritime Partners L.P.
Reports Financial Results for the Third Quarter and Nine Months of 2008
and
Increases Cash Distribution by 10% to $0.385 per unit for the Third Quarter of 2008

	•		Revenue of $21.3 million and $53.5 million for the three month and nine month periods ended September 30, 2008
	•		Operating Surplus of $9.6 million and $22.7 million for the three month and nine month periods ended September 30, 2008
	•		Distribution of $0.385 per unit for the three month period ended September 30, 2008

PIRAEUS, GREECE, October 22, 2008 — Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: “NMM”), an owner and operator of Capesize and Panamax vessels, reported its financial results for the third quarter and nine months of 2008.

Ms. Angeliki Frangou, Chairman and Chief Executive Officer of Navios Partners, stated: “The strong results of the third quarter of 2008 were in line with our expectations. Despite the turmoil in the global economy caused by the financial crisis, we remain confident in our cash flow and accordingly have increased quarterly cash distributions for the third quarter of 2008 by 10% to $0.385 per unit”.

Ms. Frangou continued “Navios Partners is well positioned given the average charter-out employment of our fleet for 4.7 years compared to less than 2 years for most of our peers. Further, Navios Partners’ contracted revenues are insured by a AA+ rated European Union governmental agency. As a result, we can maintain and grow our distributions even in the challenging current environment. With only moderate leverage and long term insured cash flow from our fleet we should be able to take full advantage of market opportunities that will arise”.

Cash Distributions

The Board of Directors of Navios Partners declared a cash distribution for the third quarter of 2008 of $0.385 per unit. This distribution is payable on November 7, 2008 to all holders of record as of October 31, 2008.

Navios Partners’ management has also recommended that the Board of Directors increase the cash distribution for the quarter ended December 31, 2008 to $0.40 per unit.

Long Term and Insured Cash Flow

Navios Partners has entered into long-term time charters-out for all ten vessels with a remaining average term of 4.7 years, providing a stable base of revenue and distributable cash flow. Navios Partners has currently contracted out 100.0% of available days for 2008, 2009 and 2010 generating revenues of $75.5 million, $95.4 million and $104.2 million respectively. The average contractual daily charter-out rate for the fleet is $24,746, $27,504 and $28,540 for 2008, 2009 and 2010, respectively. The average daily charter-in rate for the active long term charter-in vessels for 2008 and 2009 is $13,513.

Navios Partners’ charter-out contracts have been fully insured by a AA+ rated European Union governmental agency.

Operating Expense Visibility

Navios Partners has entered into a five-year management agreement expiring in November 2012, with a subsidiary of Navios Holdings. Rates for the first two years (ending November 16, 2009) are fixed at (i) $4,000 per day for each owned Panamax vessel and (ii) $5,000 for each owned Capesize vessel.

FINANCIAL HIGHLIGHTS

The following table presents consolidated revenue and expense information for the three and nine month periods ended September 30, 2008. We do not present comparative information for periods prior to our initial public offering because we believe that those periods are not necessarily comparable given the change in the nature and focus of the business. For example, it is the policy of Navios Partners’ not to trade FFAs, whereas certain prior periods contain such transactions. In addition, certain agreements such as the management agreement were first effective as of November 16, 2007.

		(unaudited)				(unaudited)
		Three Month Period				Nine Month Period
		ended September 30,				ended September 30,
		2008				2008
		($ ‘000)				($ ‘000)
Time charter and voyage revenue		$	21,272			$	53,531
Time charter and voyage expenses			(2,797	)			(8,801	)
Direct vessel expenses			(144	)			(433	)
Management fees			(2,668	)			(6,607	)
General and administrative expenses			(1,217	)			(2,220	)
Depreciation and amortization			(3,277	)			(8,588	)
Interest expense and finance cost, net			(2,287	)			(7,099	)
Interest income			75				166
Other income			—				23
Other expense			(9	)			(23	)
Net income			8,948				19,949
EBITDA		$	14,581			$	35,903
Operating surplus		$	9,614			$	22,679

Three month period ended September 30, 2008

For three month period ended September 30, 2008, Navios Partners’ time charter revenue amounted to $21.3 million whereas time charter expenses for the same period were $2.8 million. Other expenses, including management fees and general and administrative expenses amounted to $3.9 million.

EBITDA for the three month period ended September 30, 2008 was $14.6 million (please see Reconciliation of Non-GAAP Financial Measures on Exhibit 3).

The increase in the reserve for estimated maintenance and replacement capital expenditures for the three month period ended September 30, 2008 was $2.7 million. Maintenance and replacement capital expenditures represent expenditures required to maintain, over the long term the operating capacity of Navios Partners’ capital assets.

Navios Partners generated an operating surplus for the period of $9.6 million. Operating surplus is a non-GAAP financial measure used by certain investors to measure the financial performance of Navios Partners and other master limited partnerships (please see Reconciliation of Non-GAAP Financial Measures on Exhibit 3).

Depreciation and amortization expense for the period (including amortization of drydocking and special survey costs presented under direct vessel expenses) was $3.4 million and interest expense and finance cost related to $235.0 million of borrowings under Navios Partners’ facility agreement was $2.3 million.

Net income for three month period ended September 30, 2008 was $8.9 million.

Nine month period ended September 30, 2008

For nine month period ended September 30, 2008, Navios Partners’ time charter revenue amounted to $53.5 million whereas time charter expenses for the same period were $8.8 million. Other expenses including management fees and general and administrative expenses amounted to $8.8 million.

EBITDA for the nine month period ended September 30, 2008 was $35.9 million (please see Reconciliation of Non-GAAP Financial Measures on Exhibit 3).

The increase in the reserve for estimated maintenance and replacement capital expenditures for the nine month period ended September 30, 2008 was $7.1 million. Maintenance and replacement capital expenditures represent expenditures required to maintain, over the long term the operating capacity of Navios Partners’ capital assets.

Navios Partners generated an operating surplus for the period of $22.7 million. Operating surplus is a non-GAAP financial measure used by certain investors to measure the financial performance of Navios Partners and other master limited partnerships (please see Reconciliation of Non-GAAP Financial Measures on Exhibit 3).

Depreciation and amortization expense for the period (including amortization of drydocking and special survey costs presented under direct vessel expenses) was $9.0 million and interest expense and finance cost related to $235.0 million of borrowings under Navios Partners’ facility agreement was $7.1 million.

Net income for nine month period ended September 30, 2008 was $19.9 million.

Fleet Employment Profile

The following table reflects certain key indicators indicative of the performance of Navios Partners and its core fleet performance for the three and nine month periods ended September 30, 2008.

		Three Month Period ended				Nine Month Period ended
		September 30, 2008				September 30, 2008
		(Unaudited)				(Unaudited)
Available Days (1)			828				2,191
Operating Days (2)			818				2,174
Fleet Utilization (3)			98.7	%			99.2	%
Time Charter Equivalent (per day)		$	25,691			$	24,437

Conference Call Details:

As announced yesterday, Navios Partners’ management will host a conference call to discuss the results tomorrow, Thursday, October 23, 2008, at 8:30 am EDT. Participants should dial into the call 10 minutes before the scheduled time using the following numbers:

US Toll Free Dial In: +1866 819 7111
UK Toll Free Dial In: +0800 953 0329
International Dial In: +44 (0) 1452 542 301
Please quote “NAVIOS MLP”.

In case of any problems with the above numbers, please dial:
US Toll Free Dial In: +1866 223 0615
UK Toll Free Dial In: +0800 694 1503
International Dial In: +44 (0) 1452 586 513
Please quote “NAVIOS MLP”.

A telephonic replay of the conference call will be available until October 30, 2008 by dialing the following numbers:
US Toll Free Dial In: +1866 247 4222
UK Toll Free Dial In: +0800 953 1533
International Dial In: +44 1452 550 000
Access Code: 33433537#

Slides and Audio Webcast:

There will also be a live, and then archived webcast of the conference call, through the Navios Partners’ website (www.navios-mlp.com) under “Investors”. Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

ABOUT NAVIOS MARITIME PARTNERS L.P.

Navios Maritime Partners L.P. (NYSE: NMM), a publicly traded master limited partnership formed by Navios Maritime Holdings Inc (NYSE: NM) is an owner and operator of Capesize and Panamax vessels. For more information, please visit our website at www.navios-mlp.com

Forward Looking Statements

This press release 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 and Navios Partners’ growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “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. Although the 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 known and unknown risks and are based upon a number of assumptions and estimates which 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 changes in the demand for dry bulk vessels, 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 the Navios Partners’ filings with the Securities and Exchange Commission. 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.

Contacts

Public & Investor Relations Contact:
Navios Maritime Partners L.P.
Nicolas Bornozis
Capital Link, Inc.
Tel. (212) 661-7566
E-mail: naviospartners@capitallink.com

Exhibit 2 displays the “core fleet” employment profile of Navios Partners.

EXHIBIT 1

NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of US Dollars)

		December 31,				September 30,
		2007				2008
						(unaudited)
ASSETS
Current assets
Cash and cash equivalents		$	10,095			$	25,250
Restricted cash			797				—
Accounts receivable, net			381				298
Prepaid expenses and other current assets			39				71
Total current assets			11,312				25,619
Vessels, net			135,976				295,117
Deferred financing costs, net			1,811				1,975
Deferred dry dock and special survey costs, net			1,171				738
Favorable lease terms			54,784				—
Total non-current assets			193,742				297,830
Total assets		$	205,054			$	323,449
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Accounts payable		$	570			$	504
Accrued expenses			1,431				1,574
Deferred voyage revenue			153				2,005
Amounts due to related parties			4,458				2,821
Total current liabilities			6,612				6,904
Long term debt			165,000				235,000
Unfavorable lease terms			6,656				5,158
Total non-current liabilities			171,656				240,158
Total liabilities			178,268				247,062
Commitments and contingencies			—				—
Partners’ Capital:
Common Unitholders (10,500,000 and 13,631,415 units issued and outstanding at December 31, 2007 and September 30, 2008, respectively)			194,265				243,357
Subordinated Unitholders (7,621,843 units issued and outstanding at December 31, 2007 and September 30, 2008)			(159,759	)			(160,250	)
General Partner (369,834 and 433,740 units issued and outstanding at December 31, 2007 and September 30, 2008, respectively)			(7,720	)			(6,720	)
Total partners’ capital			26,786				76,387
Total liabilities and partners’ capital		$	205,054			$	323,449

NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of US Dollars except unit and per unit amounts)

		Three Month Period Ended								Nine Month Period Ended
		September 30,				September 30,				September 30,				September 30,
		2007				2008				2007				2008
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Time charter and voyage revenue		$	14,116			$	21,272				36,273			$	53,531
Time charter and voyage expenses			(2,846	)			(2,797	)			(5,544	)			(8,801	)
Direct vessel expenses			(1,586	)			(144	)			(4,640	)			(433	)
Management fees			—				(2,668	)			—				(6,607	)
General and administrative expenses			(366	)			(1,217	)			(888	)			(2,220	)
Depreciation and amortization			(2,365	)			(3,277	)			(6,609	)			(8,588	)
Interest expense and finance cost, net			(1,203	)			(2,287	)			(3,699	)			(7,099	)
Interest income			—				75				—				166
Other income			146				—				172				23
Other expense			(30	)			(9	)			(76	)			(23	)
Income before income taxes			5,866				8,948				14,989				19,949
Deferred income tax			—				—				486				—
Net income		$	5,866			$	8,948				15,475			$	19,949

Earnings per unit:

		Three Month Period Ended								Nine Month Period Ended
		September 30,				September 30,				September 30,				September 30,
		2007				2008				2007				2008
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Net income		$	5,866			$	8,948			$	15,475			$	19,949
Earnings per unit:
Common unit (basic and diluted)			—			$	0.41				—			$	1.16
Subordinated unit (basic and diluted)		$	0.75			$	0.41			$	1.99			$	0.81
General partner unit (basic and diluted)		$	0.32			$	0.48			$	0.84			$	1.09

NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of US Dollars)

		Nine Month				Nine Month
		period Ended				period Ended
		September 30,				September 30,
		2007				2008
		(unaudited)				(unaudited)
OPERATING ACTIVITIES
Net income		$	15,475			$	19,949
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			6,609				8,588
Amortization and write-off of deferred financing cost			115				161
Amortization of deferred dry dock costs			453				433
Deferred taxation			(486	)			—
Changes in operating assets and liabilities:
Decrease in restricted cash			—				797
Increase/ (decrease) in accounts receivable			(124	)			83
Increase in prepaid expenses and other current assets			(360	)			(32	)
Increase/(decrease) in accounts payable			312				(66	)
Increase in accrued expenses			955				143
Increase in deferred voyage revenue			76				1,852
Decrease in amounts due to related parties			(19,968	)			(1,637	)
Payments for dry dock and special survey costs			(849	)			—
Net cash provided by operating activities			2,208				30,271
INVESTING ACTIVITIES:
Acquisition of vessels			—				(69,505	)
Net cash used in investing activities			—				(69,505	)
FINANCING ACTIVITIES:
Cash distribution paid			—				(16,203	)
Proceeds from long term loan			—				70,000
Proceeds from issuance of general partners units			—				918
Repayment of long term debt and payment of principal			(1,528	)			—
Debt issuance costs			(680	)			(326	)
Net cash provided by (used in) financing activities			(2,208	)			54,389
Increase in cash and cash equivalents			—				15,155
Cash and cash equivalents, beginning of period			—				10,095
Cash and cash equivalents, end of period		$	—			$	25,250
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest		$	2,825			$	6,856
Non-cash investing and financing activities:
Contributions by Navios Holdings in the form of fair value adjustments related to charter-in contract (Navios Fantastiks in 2007)		$	33,703			$	—
Issuance of common units to Navios Holdings related to the acquisition of Navios Aurora I in July 2008		$	—			$	44,937

EXHIBIT 2

Original Charter

Original Charter

Expiration Date/ New

Out Rate/ New

Capacity

Charter Expiration

Charter Out Rate

Owned Vessels

Type

Built

(DWT)

Date

per day

Navios Gemini S

Panamax

1994

68,636

February 2009

$

19,523

February 2014

24,225

Navios Libra II

Panamax

1995

70,136

December 2010

23,513

Navios Felicity

Panamax

1997

73,867

April 2013

26,169

Navios Galaxy I

Panamax

2001

74,195

February 2018

21,937

Navios Alegria

Panamax

2004

76,466

December 2010

23,750

Navios Fantastiks

Capesize

2005

180,265

March 2011

32,279

March 2014

36,290

Navios Aurora I

Panamax

2005

75,397

August 2013

33,863

Owned Vessels to be delivered(1)

Expected

delivery

Navios TBN I

Capesize

June 2009

180,000

June 2014

47,400

Long term Chartered-in Vessels

Navios Prosperity

Panamax

2007

82,535

July 2012

24,000

Navios Aldebaran

Panamax

2008

76,500

March 2013

28,391

EXHIBIT 3

Disclosure of Non-GAAP Financial Measures

1.

EBITDA

EBITDA: EBITDA represents net income before interest, taxes, depreciation and amortization. Navios Partners uses EBITDA because Navios Partners believes that EBITDA is a basis upon which liquidity can be assessed and because EBITDA presents useful information to investors regarding Navios Partners’ ability to service and/or incur indebtedness. Navios Partners also uses EBITDA: (i) in its credit agreement to measure compliance with covenants such as interest coverage and debt incurrence; (ii) by prospective and current lessors as well as potential lenders to evaluate potential transactions; and (iii) to evaluate and price potential acquisition candidates.

EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of Navios Partners’ results as reported under US GAAP. Some of these limitations are: (i) EBITDA does 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, and EBITDA does not reflect any cash requirements for such capital expenditures. Because of these limitations, EBITDA should not be considered as a principal indicator of Navios Partners’ performance.

2.

Operating Surplus

          Operating Surplus represents net income adjusted for depreciation and amortization expense, non-cash interest expense and estimated maintenance and replacement capital expenditures and expansion capital expenditures. 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. Expansion capital expenditures are those capital expenditures that increase 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 as an alternative to net income or any other indicator of Navios Partners’ performance required by accounting principles generally accepted in the United States.

3.

Available Cash

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

•

less the amount of cash reserves established by the board of directors to:

	•		provide for the proper conduct of our business (including reserve for maintenance and replacement capital expenditures);
	•		comply with applicable law, any of Navios Partners’ debt instruments, or other agreements; or
	•		provide funds for distributions to the unitholders and to the general partner for any one or more of the next four quarters;

•

plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under any revolving credit or similar agreement used solely for working capital purposes or to pay distributions to partners.

          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 accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of Navios Partners’ performance required by accounting principles generally accepted in the United States.

4.

Reconciliation of Non-GAAP Financial Measures

		Three Month Period				Nine Month Period
		Ended September 30, 2008				Ended September 30, 2008
Net Cash from Operating Activities		$	16,370			$	30,271
Net decrease in operating assets			(1,110	)			(848	)
Net increase in operating liabilities			(2,831	)			(292	)
Net interest cost			2,212				6,933
Deferred finance charges			(60	)			(161	)
EBITDA			14,581				35,903
Cash interest income			75				166
Cash interest paid			(2,073	)			(6,856	)
Expansion capital expenditures			(35,000	)			(69,155	)
Borrowings to fund expansion capital expenditures			34,773				69,773
Maintenance and replacement capital expenditures			(2,742	)			(7,152	)
Operating surplus			9,614				22,679
Cash distribution paid relating to the first half of 2008			—				(12,966	)
Recommended reserves accumulated as of January 1, 2008			18				18
Reserves accumulated during the first six months of 2008 to be distributed in the third quarter of 2008			99				—
Recommended reserves held as of September 30, 2008			(1,382	)			(1,382	)
Available cash for distribution		$	8,349			$	8,349