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

 

 

     On October 28, 2009, Navios Maritime Partners L.P. (“Navios”) issued a press release announcing its financial results for the third quarter and nine months ended September 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

     The information contained in this Report is hereby incorporated by reference into the Registration Statement on Form F-3,
File No. 333-157000.

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 29, 2009

Exhibit 99.1

Navios Maritime Partners L.P.

Reports Financial Results for the Third Quarter and Nine Months Ended
September 30, 2009

	•		1.3% increase in distribution to $0.405 per unit for third quarter 2009
	•		36.5% increase in quarterly Operating Surplus to $13.1 million
	•		15.1% increase in quarterly EBITDA to $16.8 million.
	•		21.3% increase in quarterly net income to $10.8 million
	•		Acquisition of Navios Apollon for $32.0 million

PIRAEUS, GREECE, October 29, 2009 — Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: “NMM”), an owner and operator of dry cargo vessels, reported its financial results for the third quarter and nine month period ended September 30, 2009.

Ms. Angeliki Frangou, Chairman and Chief Executive Officer of Navios Partners, stated: “Our conservative business policy enabled Navios Partners to weather the recent market volatility and permitted us to access the capital markets, in a traditional manner, twice in the last 6 months. As a result, we have solidified our balance sheet and acquired two vessels. With the addition of the most recent vessel, we are pleased to announce an increase in our cash distribution of 1.3% by declaring a $0.405 per unit cash distribution for the third quarter of 2009”.

Ms. Frangou continued, “We believe that Navios Partners is well positioned for the future as it has a conservative balance sheet and long-term employment with quality charter parties which are insured by AA+ rated EU governmental agency.”

Throughout this press release, EBITDA for the nine months ended September 30, 2009 and 2008 represents net income before interest, depreciation and amortization and before non-cash consideration for the release of the obligation to acquire the Navios Bonavis.

Recent Developments

Increase in Cash Distributions

The Board of Directors of Navios Partners declared a cash distribution for the third quarter of 2009 of $0.405 per unit. This represents an increase of 1.3% from $0.40 per unit in the second quarter of 2009. The distribution is payable on November 12, 2009 to all holders of record as of November 9, 2009.

Completion of Offering of 3,160,400 Common Units

On September 23, 2009, Navios Partners completed its public offering of 2,800,000 common units at $12.21 per unit and raised gross proceeds of $34.2 million to fund its fleet expansion and/or for general partnership purposes. The net proceeds of the offering, including discount and excluding offering costs of $0.3 million, were $32.5 million. Pursuant to the offering, Navios Partners issued 57,143 additional general partnership units

to its general partner in exchange for $0.7 million of net proceeds (the “September Offering”).

On October 15, 2009, Navios Partners completed the exercise of the overallotment option previously granted to their underwriters in connection with the September Offering and purchased 360,400 additional common units at the public offering price less the underwriting discount. Navios Partners raised gross proceeds of $4.4 million and net proceeds of approximately $4.2 million. Navios Partners issued 7,355 additional general partnership units to its general partner. The net proceeds from the issuance of the general partnership units were $0.1 million.

As a result of the above transactions, Navios Partners raised a gross amount of $39.4 million and a net amount of $37.2 million.

Acquisition of Navios Apollon

Navios Partners has agreed to purchase from Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: “NM”) the vessel Navios Apollon, a 52,073 dwt Ultra-Handymax vessel built in 2000, for a purchase price of $32.0 million. The vessel is expected to be delivered before November 2009. The acquisition was funded with the net proceeds from the September Offering.

Navios Apollon has been chartered out at a net rate of $23,700 per day for a remaining period of three years expiring in November, 2012. The annualized EBITDA is expected to be approximately $6.7 million.

Following the acquisition of Navios Apollon, Navios Partners’ operational fleet has eleven drybulk vessels, consisting of one Capesize, nine Panamax vessels and one Ultra-Handymax vessel. The fleet has a total capacity of 905,826 dwt and an average age of approximately 6.8 years.

Shipmanagement Agreement

Navios Partners fixed the rate for ship management services of its owned fleet for an additional period of two years under the existing agreement with Navios Shipmanagement Inc., a subsidiary of Navios Holdings. The new management fees are (a) $4,500 daily rate per Ultra-Handymax vessel, (b) $4,400 daily rate per Panamax vessel and (c) $5,500 daily rate per Capesize vessel for the two-year period ending November 16, 2011.

Long Term and Insured Cash Flow

Navios Partners has entered into long-term time charters-out for all eleven vessels with a remaining average term of 4.1 years, providing a stable base of revenue and distributable cash flow. Navios Partners has currently contracted out 100% for 2009 and 2010, 82% for 2011 and 76% for 2012 generating revenues of $91.7 million, $104.7 million, $89.6 million and $84.5 million, respectively. The average contractual daily charter-out rate for the fleet is $25,850, $26,102, $27,283 and $27,610 for 2009, 2010, 2011 and 2012, respectively. The average daily charter-in rate for the active long-term charter-in vessels for 2009 and 2010 is $12,636 and $12,205 respectively.

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

FINANCIAL HIGHLIGHTS

For the following results and the selected financial data presented herein, Navios Partners has compiled consolidated statement of operations for the three and nine month periods ended September 30, 2009 and September 30, 2008. The quarterly 2009 and 2008 information was derived from the unaudited condensed consolidated financial statements for the respective periods. EBITDA and Operating Surplus are non-US GAAP financial measures and should not be used in isolation or substitution for Navios Partners’ results.

		Three Month				Three Month				Nine Month				Nine Month
		Period ended				Period ended				Period ended				Period ended
		September 30,				September 30,				September 30,				September 30,
		2009				2008				2009				2008
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Revenues		$	23,717			$	21,272			$	67,028			$	53,531
EBITDA (1)		$	16,774			$	14,581			$	46,691			$	35,903
Net income		$	10,789			$	8,948			$	23,340			$	19,949
Earnings per Common unit (basic and diluted)			0.44				0.41				1.08				1.16
Operating Surplus		$	13,124			$	9,614			$	35,106			$	22,679
Capital expenditure reserve		$	1,957			$	2,742			$	5,872			$	7,152

Three month period ended September 30, 2009

Time charter and voyage revenues for the three month period ended September 30, 2009 increased by $2.4 million or 11.3% to $23.7 million as compared to $21.3 million for the same period in 2008. The increase was mainly attributable to the acquisition of the rights to the Navios Sagittarius on June 10, 2009.

EBITDA increased by $2.2 million to $16.8 million for the three month period ended September 30, 2009 as compared to $14.6 million for the same period of 2008. This $2.2 million increase in EBITDA was primarily due to: (a) a $2.4 million increase in revenue following the delivery of Navios Sagittarius in Navios Partners’ chartered-in fleet in June 2009; and (b) a $0.7 million decrease in general and administrative expenses. The above favorable variance of $3.1 million was mitigated by a $0.9 million increase in time charter and voyage expenses due to the delivery of Navios Sagittarius in Navios Partners’ chartered-in fleet in June 2009.

The reserve for estimated maintenance and replacement capital expenditures for the three month periods ended September 30, 2009 and 2008 was $2.0 million and $2.7 million, respectively. Expansion capital expenditures for the three month periods ended September 30, 2009 and 2008 was $0 and $35.0 million, respectively.

Navios Partners generated an operating surplus for the three month period ended September 30, 2009 of $13.1 million in comparison to $9.6 million for the three month period ended September 30, 2008. 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).

Net income for three months ended September 30, 2009 amounted to $10.8 million compared to $8.9 million for the three months ended September 30, 2008. The increase in net income by $1.9 million was due to: (a) a $2.2 million increase in EBITDA; and (b) a $0.6 million decrease in interest expense. This increase was mitigated by $0.9 million increase in depreciation and amortization expense.

Nine month period ended September 30, 2009

Time charter and voyage revenues for the nine month periods ended September 30, 2009 increased by $13.5 million or 25.2% to $67.0 million as compared to $53.5 million for the same period in 2008. The increase was mainly attributable to the delivery of the Navios Aldebaran on March 17, 2008, the acquisition of the Navios Hope on July 1, 2008, both of which were fully operating during the nine month period ended September 30, 2009 and the acquisition of the rights to the Navios Sagittarius on June 10, 2009.

EBITDA increased by $10.8 million to $46.7 million for the nine month period ended September 30, 2009 as compared to $35.9 million for the same period of 2008. This $10.8 million increase in EBITDA was primarily due to a $13.5 million increase in revenue as a result of the increased number of vessels in Navios Partners’ fleet, which was mitigated by: (a) a $1.3 million increase in time charter and voyage expenses as a result of the increased number of vessels in Navios Partners’ chartered-in fleet; (b) a $1.3 million increase in management fees, due to the increase in the number of vessels; and (c) a $0.1 million increase in general and administrative expenses due to the increase in the number of owned and chartered-in vessels during the nine month period ended September 30, 2009, compared to the respective period in 2008.

The reserve for estimated maintenance and replacement capital expenditures for the nine month periods ended September 30, 2009 and 2008 was $5.9 million and $7.2 million, respectively. Expansion capital expenditures for the nine month periods ended September 30, 2009 and 2008 was $34.6 million and $69.2 million, respectively.

Navios Partners generated an operating surplus for the nine month period ended September 30, 2009 of $35.1 million in comparison to $22.7 million for the nine month period ended September 30, 2008. 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).

Net income for nine months ended September 30, 2009 amounted to $23.3 million compared to $19.9 million for the nine months ended September 30, 2008. The increase in net income by $3.4 million was due to (a) a $10.8 million increase in EBITDA; and (b) a $1.1 million decrease in interest expense. This increase was mitigated by (a) a $2.4 million increase in depreciation and amortization expense; and (b) a $6.1 million non-cash compensation expense.

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, 2009.

		Three Month				Three Month				Nine Month				Nine Month
		Period ended				Period ended				Period ended				Period ended
		September				September				September 30,				September 30,
		30,2009				30,2008				2009				2008
Available Days (1)			920				828				2,570				2,191
Operating Days (2)			920				818				2,569				2,174
Fleet Utilization (3)			100	%			98.7	%			99.9	%			99.2	%
Time Charter Equivalent (per day)		$	25,779			$	25,691			$	26,081			$	24,437
Vessels operating at period end			10				9				10				9

Navios Partners’ management will host a conference call to discuss the results on Thursday, October 29, 2009, at 8:00 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”.

A telephonic replay of the conference call will be available until November 5, 2009 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#

There will also be a live webcast of the conference call, through the NAVIOS MARITIME PARTNERS L.P. 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.

A supplemental slide presentation will be available on the Navios Maritime Partners L.P. website at www.navios-mlp.com under the “Investors” section at 7:15 am EDT on the day of the call.

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 dry cargo vessels. For more information, please visit our website at www.navios-mlp.com

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.
Investor Relations
Nicolas Bornozis
Capital Link, Inc.
Tel. (212) 661-7566
E-mail:naviospartners@capitallink.com

EXHIBIT 1

NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS

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

		September 30,				December 31,
		2009				2008
		(unaudited)
ASSETS
Current assets
Cash and cash equivalents		$	53,387			$	28,374
Restricted cash			10,821				—
Accounts receivable, net			233				313
Prepaid expenses and other current assets			263				371
Total current assets			64,704				29,058
Vessels, net			280,011				291,340
Deferred financing costs, net			1,924				1,915
Deferred dry dock and special survey costs, net			229				594
Intangible assets other than goodwill			33,459				—
Total non-current assets			315,623				293,849
Total assets		$	380,327			$	322,907
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Accounts payable		$	644			$	594
Accrued expenses			2,318				1,662
Deferred voyage revenue			8,158				2,606
Amounts due to related parties			5,119				1,539
Current portion of long-term debt			—				40,000
Total current liabilities			16,239				46,401
Long-term debt			195,000				195,000
Unfavorable lease terms			3,161				4,659
Deferred voyage revenue			19,444				—
Total non-current liabilities			217,605				199,659
Total liabilities			233,844				246,060
Commitments and contingencies			—				—
Partners’ Capital:
Common Unitholders (13,631,415 and 19,931,415 units issued and outstanding at December 31, 2008 and September 30, 2009, respectively)			308,690				243,639
Subordinated Unitholders (7,621,843 units issued and outstanding at December 31, 2008 and September 30, 2009)			(163,177	)			(160,092	)
General Partner (433,740 and 582,720 units issued and outstanding at December 31, 2008 and September 30, 2009, respectively)			(5,112	)			(6,700	)
Subordinated Series A Unitholders (0 and 1,000,000 units issued and outstanding at December 31, 2008 and September 30, 2009, respectively)			6,082				—
Total partners’ capital			146,483				76,847
Total liabilities and partners’ capital		$	380,327			$	322,907

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

						Three Month				Nine Month				Nine Month
		Three Month				Period ended				Period ended				Period ended
		Period ended				September 30,				September 30,				September 30,
		September 30, 2009				2008				2009				2008
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Time charter and voyage revenues		$	23,717			$	21,272			$	67,028			$	53,531
Time charter and voyage expenses			(3,729	)			(2,797	)			(10,088	)			(8,801	)
Direct vessel expenses			(117	)			(144	)			(365	)			(433	)
Management fees			(2,668	)			(2,668	)			(7,917	)			(6,607	)
General and administrative expenses			(542	)			(1,217	)			(2,341	)			(2,220	)
Depreciation and amortization			(4,195	)			(3,277	)			(10,973	)			(8,588	)
Interest expense and finance cost, net			(1,698	)			(2,287	)			(6,045	)			(7,099	)
Interest income			25				75				114				166
Compensation expense			—				—				(6,082	)			—
Other income			79				—				92				23
Other expense			(83	)			(9	)			(83	)			(23	)
Net income		$	10,789			$	8,948			$	23,340				19,949

Earnings per unit:

						Three Month				Nine Month				Nine Month
		Three Month				Period ended				Period ended				Period ended
		Period ended				September 30,				September 30,				September 30,
		September 30, 2009				2008				2009				2008
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Net income		$	10,789			$	8,948			$	23,340			$	19,949
Earnings per unit (see note 12):
Common unit (basic and diluted)		$	0.44			$	0.41			$	1.08			$	1.16
Subordinated unit (basic and diluted)		$	0.38			$	0.41			$	0.80			$	0.81
General partner unit (basic and diluted)		$	0.42			$	0.48			$	1.05			$	1.09
Subordinated Series A unit (basic and diluted)		$	—			$	—			$	—			$	—

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

		Nine Month				Nine Month
		period Ended				period Ended
		September 30,				September 30,
		2009				2008
		(unaudited)				(unaudited)
OPERATING ACTIVITIES
Net income		$	23,340			$	19,949
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			10,973				8,588
Amortization and write-off of deferred financing cost			190				161
Amortization of deferred dry dock costs			365				433
Compensation expense			6,082				—
Changes in operating assets and liabilities:
(Increase)/decrease in restricted cash			(821	)			797
Decrease in accounts receivable			80				83
Decrease/(increase) in prepaid expenses and other current assets			108				(32	)
Increase/(decrease) in accounts payable			50				(66	)
Increase in accrued expenses			656				143
Increase in deferred voyage revenue			24,996				1,852
Increase/(decrease) in amounts due to related parties			3,580				(1,637	)
Net cash provided by operating activities			69,599				30,271
INVESTING ACTIVITIES:
Acquisition of vessels			—				(69,505	)
Acquisition of contracts			(34,600	)			—
Net cash used in investing activities			(34,600	)			(69,505	)
FINANCING ACTIVITIES:
Cash distribution paid			(27,461	)			(16,203	)
Proceeds from issuance of general partner units			1,642				918
Proceeds from issuance of common units			66,033				—
Proceeds from long term debt			—				70,000
Increase in restricted cash			(10,000	)			—
Repayment of long-term debt and payment of principal			(40,000	)			—
Debt issuance costs			(200	)			(326	)
Net cash (used in)/provided by financing activities			(9,986	)			54,389
Increase in cash and cash equivalents			25,013				15,155
Cash and cash equivalents, beginning of period			28,374				10,095
Cash and cash equivalents, end of period		$	53,387			$	25,250
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for interest		$	6,020			$	6,856
Issuance of common units to Navios Holdings related to the acquisition of Navios Aurora I in July 2008		$	—			$	44,937
Non-cash operating activities
Issuance of units in connection with the non-cash compensation expense (1)

												Original
										Original Charter		Charter Out
										Expiration Date/ New		Rate/ New
						Capacity				Charter Expiration		Charter Out
Owned Vessels		Type		Built		(DWT)				Date (1)		Rate per day (2)
Navios Gemini S		Panamax		1994			68,636			February 2014		$	24,225
Navios Libra II		Panamax		1995			70,136			December 2010		$	23,513
Navios Felicity		Panamax		1997			73,867			June 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
										February 2014		$	36,290
Navios Hope (3)		Panamax		2005			75,397			May 2010		$	10,643
										September 2013		$	16,841
Navios Apollon		Ultra Handymax		2000			52,073			November 2012		$	23,700
Long-term Chartered - -in Vessels
Navios Prosperity (4)		Panamax		2007			82,535			July 2012		$	24,000
Navios Aldebaran (5)		Panamax		2008			76,500			March 2013		$	28,391
Navios Sagittarius (6)		Panamax		2006			75,756			November 2018		$	26,125

     EBITDA generally represents net income before interest, depreciation and amortization. Navios Partners uses EBITDA because it believes that EBITDA is a basis upon which liquidity can be assessed and 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. As a result of these limitations, EBITDA should not be considered as a principal indicator of Navios Partners’ performance.

     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.

     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

     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

		(unaudited)				(unaudited)				(unaudited)				(unaudited)
		Three Month				Three Month				Nine Month				Nine Month
		Period ended				Period ended				Period ended				Period ended
		September 30,				September 30,				September 30,				September 30,
		2009				2008				2009				2008
		($ ’000)				($ ’000)				($ ’000)				($ ’000)
Net Cash from Operating Activities		$	12,635			$	16,370			$	69,599			$	30,271
Net increase/(decrease) in operating assets			(177	)			(1,110	)			633				(848	)
Net increase in operating liabilities			2,706				(2,831	)			(29,282	)			(292	)
Net interest cost			1,673				2,212				5,931				6,933
Deferred finance charges			(63	)			(60	)			(190	)			(161	)
EBITDA(1)			16,774				14,581				46,691				35,903
Cash interest income			25				75				114				166
Cash interest paid			(1,718	)			(2,073	)			(6,020	)			(6,856	)
Expansion capital expenditures			—				(35,000	)			(34,600	)			(69,155	)
Equity Issuance			32,882				—				67,675				—
Borrowings to fund expansion capital expenditures			—				34,773				—				69,773
Expansion capital expenditures reserve			(32,882	)			—				(32,882	)			—
Maintenance and replacement capital expenditures			(1,957	)			(2,742	)			(5,872	)			(7,152	)
Operating Surplus			13,124				9,614				35,106				22,679
Cash distribution paid relating to the first half of 2009			—				—				(18,787	)			(12,966	)
Recommended reserves accumulated as of beginning of January 1			2,126				18				2,126				18
Reserves accumulated during the first half distributed in the third quarter			3,195				99				—				—
Recommended reserves held as of quarter end			(6,890	)			(1,382	)			(6,890	)			(1,382	)
Available cash for distribution		$	11,555			$	8,349			$	11,555			$	8,349