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: June 1, 2023

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  ☐

NAVIOS MARITIME PARTNERS L.P.

FORM 6-K

TABLE OF CONTENTS

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. 333-271842.

Operating and Financial Review and Prospects

The following is a discussion of the financial condition and results of operations for the three month periods ended March 31, 2023 and 2022 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’ 2022 Annual Report filed on Form 20-F with the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2023.

This Report contains and will contain 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, TCE rates (as defined herein), and Navios Partners’ expected cash flow generation, future contracted revenues, future distributions and its ability to make distributions going forward, opportunities to reinvest cash accretively in a fleet renewal program or otherwise, potential capital gains, its 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 and Navios Partners’ ability to refinance its debt on attractive terms, or at all. 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. 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, risks relating to: global and regional economic and political conditions including global economic activity, demand for seaborne transportation of the products we ship, the ability and willingness of charterers to fulfill their obligations to us and prevailing charter rates, the economic condition of the markets in which we operate, shipyards performing scrubber installations, construction of newbuilding vessels, drydocking and repairs, changing vessel crews and availability of financing, potential disruption of shipping routes due to accidents, wars, sanctions, diseases, pandemics, political events, piracy or acts by terrorists; 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 and liquid cargo shipping sectors in general and the demand for our drybulk, containerships and tanker vessels in particular, fluctuations in charter rates for drybulk, containerships and tanker vessels, 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, fluctuation in interest rates and foreign exchange rates, and the impact of the discontinuance of the London Interbank Offered Rate for US Dollars, or LIBOR, after June 30, 2023, 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 Securities and Exchange Commission, including its Form 20-F and 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.

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Recent Developments

Financing arrangements

In May 2023, Navios Partners completed a $178.0 million sale and leaseback transaction with an unrelated third party, in order to finance the acquisition of two newbuilding 5,300 TEU containerships and two newbuilding Aframax/LR2 tanker vessels. The sale and leaseback transaction: (i) matures ten years after the drawdown date; and (ii) bears interest at Term Secured Overnight Financing Rate (“SOFR”) plus 210 bps per annum.

In May 2023, Navios Partners entered into a new credit facility with a commercial bank for up to $30.0 million in order to refinance existing indebtedness of three product tanker vessels. The credit facility: (i) matures five years after the drawdown date; and (ii) bears interest at Term SOFR plus 100 bps per annum for any part of the loan (up to 70%) secured by cash collateral and 225 bps per annum for the remaining loan amount.

In April 2023, Navios Partners entered into an export credit agency-backed facility for a total amount of up to $165.6 million in order to finance the acquisition of two newbuilding 7,700 TEU containerships. The facility: (i) matures 12 years after the drawdown date; and (ii) bears interest at SOFR plus 150 bps per annum.

In April 2023, Navios Partners entered into a new credit facility with a commercial bank for up to $65.0 million in order to refinance existing indebtedness of five product tanker vessels. The credit facility: (i) matures five years after the drawdown date; and (ii) bears interest at SOFR plus 200 bps per annum.

Acquisition of vessels

On April 27, 2023, Navios Partners took delivery of the Navios Sakura, a 2023-built Capesize vessel of 182,169 dwt (see Note 11 – Commitments and Contingencies to the unaudited condensed consolidated financial statements, included elsewhere in this Report).

Sale of vessels

On May 10, 2023, Navios Partners agreed to sell the Lumen N, a 2008-built LR1 Product Tanker vessel of 63,599 dwt, to an unrelated third party, for a sales price of $22.3 million. The sale is expected to be completed during the second quarter of 2023.

On April 12, 2023, Navios Partners agreed to sell the Navios Anthos, a 2004-built Panamax vessel of 75,798 dwt, to an unrelated third party, for a sales price of $11.0 million. The sale was completed on May 3, 2023.

Overview

We are an international owner and operator of dry cargo and tanker vessels, formed on August 7, 2007 under the laws of the Republic of the Marshall Islands. Olympos Maritime Ltd. is our general partner (the “General Partner”).

As of May 29, 2023, there were 30,184,388 outstanding common units and 622,296 general partnership units. Navios Maritime Holdings Inc. (“Navios Holdings”) currently owns an approximately 10.3% ownership interest in Navios Partners and the General Partner currently owns an approximately 2.0% ownership interest in Navios Partners based on all outstanding common units and general partnership units.

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Fleet

Navios Partners’ fleet consists of 81 drybulk vessels, 47 containerships and 45 tanker vessels, including one newbuilding Capesize chartered-in vessel under bareboat contract expected to be delivered in the second quarter of 2023, six newbuilding Aframax/LR2 vessels expected to be delivered in 2024 and the first half of 2025, two newbuilding MR2 Product Tanker chartered-in vessels under bareboat contracts expected to be delivered in the second half of 2025 and the first half of 2026 and 12 newbuilding Containerships expected to be delivered by the second half of 2023, in 2024 and by the first half of 2025. The fleet excludes one LR1 Product Tanker vessel agreed to be sold.

We generate revenues by charging our customers for the use of our vessels to transport their dry cargo commodities, containers, crude oil and/or refined petroleum products. In general, the vessels in our fleet are chartered-out under time charters, which range in length from one to twelve years at inception. From time to time, we operate vessels in the spot market until the vessels have been chartered out under short-term, medium and long-term charters.

The following table provides summary information about our fleet as of May 24, 2023:

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Our Charters

We provide seaborne shipping services under short, medium, and long-term time charters, bareboat charters and voyage charters with customers that we believe are creditworthy. For the three month period ended March 31, 2023, no customer accounted for 10% or more of our total revenues. For the three month period ended March 31, 2022, Cosco represented approximately 10.6% of total revenues. No other customers accounted for 10% or more of total revenues for any of the periods presented.

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Our revenues are driven by the number of vessels in the fleet, the number of days during which the 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 global 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 medium to 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 2022 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:

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.

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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 2022 Annual Report on Form 20-F for a discussion of certain risks inherent in our business.

Results of Operations

Overview

The following table reflects certain key indicators of Navios Partners’ fleet performance for the three month periods ended March 31, 2023 and 2022.

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FINANCIAL HIGHLIGHTS

The following table presents consolidated revenue and expense information for the three month periods ended March 31, 2023 and 2022.

Period over Period Comparisons

For the Three Month Period ended March 31, 2023 compared to the Three Month Period ended March 31, 2022

Time charter and voyage revenues: Time charter and voyage revenues of Navios Partners for the three month period ended March 31, 2023 increased by $72.9 million, or 30.8%, to $309.5 million, as compared to $236.6 million for the same period in 2022. The increase in revenue was mainly attributable to the increase in the size of our fleet and to the increase in the TCE rate. For the three month periods ended March 31, 2023 and 2022, the time charter and voyage revenues were negatively affected by $13.0 million and $4.8 million, respectively, relating to the straight-line effect of the containerships and tankers charters with de-escalating rates. For the three month period ended March 31, 2023, the TCE rate increased by 2.1% to $20,811 per day, as compared to $20,386 per day for the same period in 2022. The available days of the fleet increased by 23.9% to 13,908 days for the three month period ended March 31, 2023, as compared to 11,228 days for the same period in 2022 mainly due to the acquisition of the 36-vessel drybulk fleet from Navios Holdings and the deliveries of newbuilding and secondhand vessels, partially mitigated by the sale of vessels.

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Time charter and voyage expenses: Time charter and voyage expenses for the three month period ended March 31, 2023 increased by $22.7 million to $39.8 million, as compared to $17.1 million for the three month period ended March 31, 2022. The increase was mainly attributable to a: (i) $9.9 million increase in bunkers expenses arising from the increased number of freight voyages in the first quarter of 2023 (ii) $9.7 million increase in bareboat and charter-in hire expense of the tanker and drybulk fleet primarily due to the expansion of our fleet; (iii) $1.1 million increase in brokers’ commissions; (iv) $1.1 million increase in port expenses; and (v) $0.9 million increase in other voyage expenses.

Direct vessel expenses: Direct vessel expenses for the three month period ended March 31, 2023, increased by $3.2 million to $14.4 million, as compared to $11.2 million for the three month period ended March 31, 2022. The increase of $3.2 million was mainly attributable to the amortization of the deferred drydock and special survey costs due to the increase in the size of our fleet.

Vessel operating expenses: Vessel operating expenses for the three month period ended March 31, 2023, increased by approximately $10.0 million to $83.2 million, as compared to $73.2 million for the same period in 2022. The increase was mainly due to the expansion of our fleet and the adjustment of the fixed daily fee in accordance with the management agreements (the “Management Agreements”), partially mitigated by the sale of vessels.

General and administrative expenses: General and administrative expenses increased by $5.6 million to $19.5 million for the three month period ended March 31, 2023, as compared to $13.9 million for the three month period ended March 31, 2022. The increase was mainly due to a: (i) $3.9 million increase in administrative fees paid to the Manager (as defined herein) as per the administrative services agreement (the “Administrative Services Agreement”), mainly due to the expansion of our fleet, partially mitigated by the sale of vessels; and (ii) $1.7 million increase in professional and legal fees, as well as audit fees and other administrative expenses.

Depreciation and amortization of intangible assets: Depreciation and amortization of intangible assets amounted to $54.2 million for the three month period ended March 31, 2023, as compared to $42.9 million for the three month period ended March 31, 2022. The increase of $11.3 million was mainly attributable to a: (i) $13.6 million increase due to the delivery of the 36-vessel drybulk fleet in Navios Partners’ owned fleet; (ii) $2.1 million increase in depreciation expense due to the delivery of eight vessels during the second half of 2022 and the first quarter of 2023; and (iii) $0.4 million increase in depreciation expense due to vessel improvements. The above increase was partially mitigated by a: (i) $2.5 million decrease due to the sale of 15 vessels during the second half of 2022 and the first quarter of 2023; and (ii) $2.3 million decrease in amortization of favorable lease terms. Depreciation of vessels is calculated using an estimated useful life of 25 years for drybulk and tanker vessels and 30 years for containerships, respectively, from the date the vessel was originally delivered from the shipyard.

Amortization of unfavorable lease terms: Amortization of unfavorable lease terms amounted to $7.6 million and $21.8 million for the three month periods ended March 31, 2023 and March 31, 2022, respectively, related to the fair value of the time charters with unfavorable lease terms as determined at the acquisition date of Navios Maritime Containers L.P. (“Navios Containers”) and at the date of obtaining control of Navios Maritime Acquisition Corporation (“Navios Acquisition”).

Gain on sale of vessels, net: Gain on sale of vessels amounted to $33.5 million for the three month period ended March 31, 2023, relating to a gain on sale of eight of our vessels amounted to $34.1 million, partially mitigated by an impairment loss of one of our vessels that amounted to $0.6 million (see Note 4 – Vessels, net to the unaudited condensed consolidated financial statements, included elsewhere in this Report). There was no gain on sale of vessels for the three month period ended March 31, 2022.

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Interest expense and finance cost, net: Interest expense and finance cost, net for the three month period ended March 31, 2023 increased by $22.3 million to $35.5 million, as compared to $13.2 million for the three month period ended March 31, 2022. The increase was mainly due to: (i) the increase in Navios Partner’s weighted average loan balance to $1,904.6 million for the three month period ended March 31, 2023, as compared to the $1,352.1 million for the three month period ended March 31, 2022; and (ii) the increase of the weighted average interest rate for the three month period ended March 31, 2023 to 6.96% from 3.70% for the three month period ended March 31, 2022.

Interest income: Interest income amounted to $1.6 million for the three month period ended March 31, 2023, as compared to no interest income for the three month period ended March 31, 2022.

Other expense, net: Other expense, net for the three month period ended March 31, 2023 increased by $5.1 million to $6.4 million, as compared to $1.3 million for the three month period ended March 31, 2022, mainly due to the increase in expenses related to claims and foreign exchange differences.

Net income: Net income for the three month period ended March 31, 2023 amounted to $99.2 million as compared to $85.7 million net income for the three month period ended March 31, 2022. The increase of $13.5 million was due to the factors discussed above.

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.

Liquidity and Capital Resources

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 assets’ sales, long-term bank borrowings and other debt raisings. 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. As of March 31, 2023, Navios Partners’ current assets totaled $318.2 million, while current liabilities totaled $492.5 million, resulting in a negative working capital position of $174.3 million. Navios Partners’ cash forecast indicates that it will generate sufficient cash through its contracted revenue of $3.4 billion as of May 24, 2023 and cash proceeds from the sale of vessels (see Note 4 - Vessels, net and Note 15 - Subsequent Events to the unaudited condensed consolidated financial statements included elsewhere in this Report) to make the required principal and interest payments on its indebtedness, provide for the normal working capital requirements of the business for a period of at least 12 months from the date of issuance of our unaudited condensed consolidated financial statements.

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. 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 cash 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.

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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 three month periods ended March 31, 2023 and 2022.

Cash provided by operating activities for the three month period ended March 31, 2023 as compared to the cash provided by operating activities for the three month period ended March 31, 2022

Net cash provided by operating activities increased by $89.3 million to $94.5 million of cash provided by operating activities for the three month period ended March 31, 2023, as compared to $5.2 million of cash provided by operating activities for the same period in 2022. In determining net cash provided by operating activities, net income 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 $35.9 million of non-cash positive net adjustments for the three month period ended March 31, 2023, which consisted mainly of the following adjustments: (i) $54.2 million depreciation and amortization of intangible assets; (ii) $9.1 million non-cash amortization of deferred revenue and straight-line effect of the containerships and tankers charters with de-escalating rates; (iii) $9.1 million amortization of deferred dry dock and special survey costs; (iv) $2.6 million amortization of operating lease assets/ liabilities; and (v) $2.0 million amortization and write-off of deferred finance costs and discount. These adjustments were partially mitigated by: (i) $33.5 million gain from sale of vessels; and (ii) $7.6 million amortization of unfavorable lease terms.

The net cash outflow resulting from the change in operating assets and liabilities of $40.6 million for the three month period ended March 31, 2023 resulted from a: (i) $73.3 million decrease in amounts due to related parties; (ii) $12.5 million in payments for dry dock and special survey costs; and (iii) $4.8 million decrease in accounts payable. This was partially mitigated by: (i) a $31.5 million decrease in accounts receivable (ii) an $8.9 million increase in deferred revenue; (iii) a $7.3 million increase in accrued expenses; (iv) a $1.9 million decrease in prepaid expenses and other current assets; and (v) a $0.4 million decrease in amounts due from related parties.

The aggregate adjustments to reconcile net income to net cash provided by operating activities was a $33.5 million non-cash positive net adjustments for the three month period ended March 31, 2022, which consisted mainly of the following adjustments: (i) $42.9 million depreciation and amortization of intangible assets; (ii) $6.2 million amortization of deferred dry dock and special survey costs; (iii) $5.1 million non-cash amortization of deferred revenue and straight line effect of the containerships charters with de-escalating rates; and (iv) $1.3 million amortization and write-off of deferred finance costs and discount. These adjustments were partially mitigated by: (i) $21.8 million amortization of unfavorable lease terms; and (ii) $0.2 million amortization of operating lease assets/ liabilities.

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The net cash outflow resulting from the change in operating assets and liabilities of $114.0 million for the three month period ended March 31, 2022 resulted from: (i) a $64.2 million decrease in amounts due to related parties; (ii) an $18.5 million increase in amounts due from related parties; (iii) a $15.4 million increase in accounts receivable; (iv) a $10.5 million increase in prepaid expenses and other current assets; (v) $9.4 million in payments for dry dock and special survey costs; and (vi) a $4.8 million decrease in deferred revenue. This was partially mitigated by a: (i) $4.9 million increase in accrued expenses; and (ii) $3.9 million increase in accounts payable.

Cash provided by investing activities for the three month period ended March 31, 2023 as compared to the cash used in investing activities for the three month period ended March 31, 2022

Net cash provided by investing activities for the three month period ended March 31, 2023 amounted to $44.2 million as compared to $21.7 million cash used in investing activities for the three month period ended March 31, 2022.

Cash provided by investing activities of $44.2 million for the three month period ended March 31, 2023 was mainly due to $157.6 million proceeds related to the sale of eight vessels. This was partially mitigated by: (i) $62.1 million related to deposits for the acquisition/ option to acquire vessels and capitalized expenses; and (ii) $51.3 million related to vessels’ acquisitions and additions.

Cash used in investing activities of approximately $21.7 million for the three month period ended March 31, 2022 was mainly due to: (i) $19.0 million related to deposits for the acquisition/ option to acquire vessels and capitalized expenses; and (ii) $2.7 million related to vessels’ additions.

Cash used in financing activities for the three month period ended March 31, 2023 as compared to cash used in financing activities for the three month period ended March 31, 2022

Net cash used in financing activities increased by approximately $55.9 million to $100.6 million outflow for the three month period ended March 31, 2023, as compared to $44.7 million outflow for the same period in 2022.

Cash used in financing activities of $100.6 million for the three month period ended March 31, 2023 was mainly due to: (i) $172.5 million repayments of loans and financial liabilities; (ii) $2.8 million payments of deferred finance costs related to the new credit facilities and financial liability; and (iii) $1.5 million payment in total for cash distributions. This was partially mitigated by $76.2 million proceeds from the new credit facility and sale and leaseback agreement.

Cash used in financing activities of $44.7 million for the three month period ended March 31, 2022 was mainly due to: (i) $97.2 million repayments of loans and financial liabilities; (ii) $1.5 million payment in total for cash distributions; and (iii) $1.0 million payments of deferred finance costs related to the new credit facilities. This was partially mitigated by $55.0 million of proceeds from the new credit facility.

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

(1) EBITDA and Adjusted EBITDA

EBITDA represents net income before interest and finance costs, depreciation and amortization (including intangible accelerated amortization) and income taxes. Adjusted EBITDA represents EBITDA excluding certain items, as described in the table above. Navios Partners uses Adjusted EBITDA as a liquidity measure and reconciles 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 in operating liabilities; (iii) net interest cost; (iv) amortization and write-off of deferred finance costs and discount; (v) gain on sale of assets; (vi) non-cash amortization of deferred revenue and straight-line effect of the containerships and tankers charters with de-escalating rates; (vii) stock-based compensation expense; and (viii) amortization of operating lease assets/ liabilities. 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.

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Each of 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 March 31, 2023 and 2022 was affected by the items described in the table above. Excluding these items, Adjusted EBITDA increased by approximately $29.3 million to $155.4 million for the three month period ended March 31, 2023, as compared to $126.1 million for the same period in 2022. The increase in Adjusted EBITDA was primarily due to a $72.9 million increase in time charter and voyage revenues. The above increase was partially mitigated by a: (i) $22.7 million increase in time charter and voyage expenses, mainly due to the increase in (a) bunker expenses arising from the increased number of freight voyages in the first quarter of 2023 and (b) bareboat and charter-in hire expense of the tanker and drybulk fleet primarily due to the expansion of our fleet; (ii) $10.0 million increase in vessel operating expenses in accordance with our Management Agreements, mainly due to the expansion of our fleet; (iii) $5.6 million increase in general and administrative expenses in accordance with our Administrative Services Agreement, mainly due to the expansion of our fleet; (iv) $5.1 million increase in other expenses, net; and (v) $0.2 million increase in direct vessel expenses (excluding the amortization of deferred drydock, special survey costs and other capitalized items).

(2) Operating Surplus

Navios Partners generated Operating Surplus for the three month period ended March 31, 2023 of $65.7 million, as compared to $55.8 million for the three month period ended March 31, 2022. 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 and Operating Surplus” contained herein).

Operating Surplus represents net income adjusted for depreciation and amortization expense, non-cash interest expense, non-cash interest income, 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.

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 three month periods ended March 31, 2023 and 2022 amounted to $113.4 million and $21.7 million, respectively. The reserves for estimated maintenance and replacement capital expenditures for the three month periods ended March 31, 2023 and 2022 were $56.3 million and $59.0 million, respectively.

Maintenance for our vessels and expenses related to drydocking expenses are reimbursed at cost by Navios Partners to Navios Shipmanagement Inc., (the “Manager”) and Navios Tankers Management Inc. (“Tankers Manager” and together with the Manager, the “Managers”) under the Management Agreements.

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Maintenance and Replacement Capital Expenditures Reserve

We estimate that our annual replacement reserve for the year ending December 31, 2023 will be approximately $225.9 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 and tanker 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.

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 on the common units on any quarter.

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.

See Note 13 – Cash distributions and earnings per unit to the unaudited condensed consolidated financial statements included elsewhere in this Report.

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

Interest rates have increased significantly as central banks in Europe, United States and other developed countries raise interest rates in an effort to reduce the inflation effect. The eventual implications of tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital for our Company.

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Borrowings under our credit facilities and financial liabilities bear interest at a rate based on a premium over U.S. LIBOR or SOFR. Therefore, we are exposed to the risk that our interest expense may increase if interest rates rise. For the three month periods ended March 31, 2023 and 2022, we paid interest on our outstanding debt at a weighted average interest rate of 6.96% and 3.70%, respectively. An 1% increase in LIBOR or SOFR would have increased our interest expense for the three month periods ended March 31, 2023 and 2022 by $3.7 million and $3.0 million, respectively.

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 three month period ended March 31, 2023, no customer accounted for 10% or more of our total revenues. For the three month period ended March 31, 2022, Cosco, represented approximately 10.6% of total revenues. No other customers accounted for 10% or more of total revenues for any of the periods presented.

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 2022 Annual Report filed on Form 20-F with the SEC on March 24, 2023.

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. 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. All significant accounting policies are as described in Note 2-Summary of Significant Accounting Policies 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, 2022 filed with the SEC on March 24, 2023 and in Note 2-Summary of Significant Accounting Policies included in the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this Report.

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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)