##### 



INDEX
  
  PageNAVIOS MARITIME PARTNERS L.P.REPORT OF INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM


F-2CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2009
    AND DECEMBER 31, 2008


F-3CONSOLIDATED STATEMENTS OF INCOME FOR EACH OF THE
    YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007


F-4CONSOLIDATED STATEMENTS OF CASH FLOWS FOR EACH OF
    THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007


F-5CONSOLIDATED STATEMENTS OF CHANGES IN
    OWNERS NET INVESTMENT, PARTNERS CAPITAL AND
    COMPREHENSIVE INCOME FOR EACH OF THE YEARS ENDED DECEMBER 31,
    2009, 2008 AND 2007


F-6NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS


F-7   F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Partners of
 Navios Maritime Partners L.P.:
  Form 20-F.
         F-2




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.CONSOLIDATED BALANCE SHEETS (Expressed
    in thousands of U.S. Dollars except unit data)
  December 31,


December 31,Notes


2009


2008ASSETSCurrent assetsCash and cash equivalents


3


$
77,878


$
28,374Restricted cash


2



13,322



Accounts receivable, net


4



602



313Prepaid expenses and other current assets


5



777



371Total current assets






92,579



29,058Vessels, net


6



299,695



291,340Deferred financing costs, net






1,431



1,915Deferred dry dock and special survey costs, net






179



594Intangible assets other than goodwill


7



40,372



Deposits for vessels acquisitions






2,500



Total non-current assets






344,177



293,849Total assets





$
436,756


$
322,907LIABILITIES AND PARTNERS CAPITALCurrent liabilitiesAccounts payable


9


$
518


$
594Accrued expenses


8



1,844



1,662Deferred voyage revenue


10



9,025



2,606Amounts due to related parties


18



1,964



1,539Current portion of long-term debt


11







40,000Total current liabilities






13,351



46,401Long-term debt


11



195,000



195,000Unfavorable lease terms


7



2,662



4,659Deferred voyage revenue


10



17,753



Total non-current liabilities






215,415



199,659Total liabilities






228,766



246,060Commitments and contingencies


16







Partners Capital:Common Unitholders (24,291,815 and 13,631,415 units issued
    and outstanding at December 31, 2009 and December 31,
    2008 respectively)






369,747



243,639Subordinated Unitholders (7,621,843 units issued and
    outstanding at December 31, 2009 and December 31,
    2008, respectively)






(164,004
)


(160,092
)General Partner (671,708 and 433,740 units issued and
    outstanding at December 31, 2009 and December 31,
    2008, respectively)






(3,835
)


(6,700
)Subordinated Series A Unitholders (1,000,000 and
    0 units issued and outstanding at December 31, 2009
    and December 31, 2008, respectively)






6,082



Total partners capital






207,990



76,847Total liabilities and partners capital





$
436,756


$
322,907    F-3




---



##### Table of Contents



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


Year Ended


Year EndedDecember 31,


December 31,


December 31,Notes


2009


2008


2007Time charter and voyage revenues


14


$
92,643


$
75,082


$
50,352Time charter and voyage expenses






(13,925
)


(11,598
)


(8,352
)Direct vessel expenses






(415
)


(578
)


(5,608
)Management fees


18



(11,004
)


(9,275
)


(920
)General and administrative expenses


18



(3,208
)


(3,798
)


(1,419
)Depreciation and amortization


6,7



(15,877
)


(11,865
)


(9,375
)Interest expense and finance cost, net


11



(8,048
)


(9,216
)


(5,522
)Interest income






261



301



Compensation expense


13



(6,082
)






Other income






94



23



93Other expense






(117
)


(318
)


(226
)Income before income taxes






34,322



28,758



19,023Deferred income tax














485Net income





$
34,322


$
28,758


$
19,508   Earnings
    per unit (see note 19):
  Year Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2009

2008

2007Net income

$
34,322


$
28,758


$
19,508Consisting of net income attributable to:Periods from November 16, 2007 to December 31, 2009


34,322



28,758



1,613Period from January 1, 2007 to November 15, 2007










17,895Earnings per unit (periods from November 16, 2007 to
    December 31, 2009) (see Note 19):Common unit (basic and diluted)

$
1.47


$
1.56


$
0.15Subordinated unit (basic and diluted)

$
1.09


$
1.22


$
General partner unit (basic and diluted)

$
1.40


$
1.53


$
0.09Subordinated Series A unit (basic and diluted)

$



$



$
Earnings per unit (periods from January 1, 2007 to
    November 15, 2007) (see Note 19):Common unit (basic and diluted)

$



$



$
Subordinated unit (basic and diluted)

$



$



$
2.30General partner unit (basic and diluted)

$



$



$
0.97Subordinated Series A unit (basic and diluted)

$



$



$
Earnings per unit (periods from January 1, 2007 to
    December 31, 2009) (see Note 19):Common unit (basic and diluted)

$
1.47


$
1.56


$
0.15Subordinated unit (basic and diluted)

$
1.09


$
1.22


$
2.30General partner unit (basic and diluted)

$
1.40


$
1.53


$
1.06Subordinated Series A unit (basic and diluted)

$



$



$
    F-4




---



##### Table of Contents



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


Year Ended


Year EndedDecember 31,


December 31,


December 31,Note


2009


2008


2007OPERATING ACTIVITIESNet income





$
34,322


$
28,758


$
19,508Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


6,7



15,877



11,865



9,375Amortization and write-off of deferred financing cost






683



221



160Amortization of deferred dry dock costs






415



578



608Deferred taxation














(485
)Provision for bad debts






49







Compensation expense


13



6,082







Changes in operating assets and liabilities:(Increase)/decrease in restricted cash






(822
)


797



(797
)(Increase)/decrease in accounts receivable






(338
)


68



(249
)(Increase)/ decrease in prepaid expenses and other current assets






(406
)


(332
)


986(Decrease)/ increase in accounts payable






(76
)


24



(155
)Increase in accrued expenses






182



231



870Increase/ (decrease) in deferred voyage revenue






24,172



2,453



(725
)Increase/(decrease) in amounts due to related parties






425



(2,919
)


(17,731
)Payments for dry dock and special survey costs














(849
)Net cash provided by operating activities






80,565



41,744



10,516INVESTING ACTIVITIES:Acquisition of vessels


6



(23,683
)


(69,505
)


Acquisition of intangibles other than goodwill


7



(42,917
)






Deposit for vessel acquisitions


6



(2,500
)






Net cash used in investing activities






(69,100
)


(69,505
)


FINANCING ACTIVITIES:Cash distribution paid


19



(39,016
)


(24,552
)


Proceeds from issuance of general partner units


13



2,948



918



Proceeds from issuance of common units, net of offering costs


13



126,807







192,684Proceeds from long term debt


11







70,000



165,000Increase in restricted cash


11



(12,500
)






Repayment of long-term debt and payment of principal


11



(40,000
)






(2,291
)Cash contribution to Navios Holdings














(353.300
)Debt issuance costs






(200
)


(326
)


(2,514
)Net cash (used in)/provided by financing activities






38,039



46,040



(421
)Increase in cash and cash equivalents






49,504



18,279



10,095Cash and cash equivalents, beginning of period






28,374



10,095



Cash and cash equivalents, end of period





$
77,878


$
28,374


$
10,095SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest





$
7,590


$
9,022


$
3,996Non-cash investing and financing activities:Contributions by Navios Holdings in the form of fair value
    adjustments related to charter-in contracts (Navios Galaxy I in
    2005 and Fantastiks in 2007)





$



$



$
50,579Contributions from owner (net liability of business retained by
    owner)





$



$



$
46,413Issuance of units in connection with the non-cash compensation
    expense related to the relief of the obligation on Navios Bonavis





$
6,082







Issuance of common units to Navios Holdings related to the
    acquisition of Navios Hope in July 2008





$



$
44,937


$
Unamortized portion of favorable lease terms and purchase option
    capitalized to fixed assets related to the acquisition of Navios
    Fantastiks





$



$
53,022


$
    F-5




---



##### Table of Contents





NAVIOS
    MARITIME PARTNERS L.P.CONSOLIDATED STATEMENTS OF CHANGES
    IN OWNERS NET INVESTMENT AND PARTNERS CAPITAL
    AND COMPREHENSIVE INCOME (Expressed
    in thousands of U.S. Dollars except unit data)
  Limited PartnersCommon


Subordinated


Subordinated Series A


Total Partners


Owners Net





ComprehensiveGeneral Partner


Unitholders


Unitholders


Unitholders


Capital


Investment


Total


IncomeUnits





Units





Units





UnitsBalance January 1, 2007





































$
70,902


$
70,902


$
6,624Net income






































17,895



17,895



17,895Contributions in the form of fair value adjustments related to
    charter-in contract of vessel Navios Fantastiks






































50,579



50,579Total comprehensive income














































17,895Balance November 16, 2007





































$
139,376


$
139,376


$
17,895Contributions from owner (net liability of business retained by
    Owner)






































46,413



46,413



Deemed dividend:Net assets contributed by Navios Holdings in exchange for
    General Partner Units and Subordinated Units of Navios Partners


369,834



8,598











7,621,843



177,191











185,789



(185,789
)






Cash remittance to Navios Holdings in exchange for contribution
    of net assets of Navios Partners






(16,350
)














(336,950
)










(353,300
)






(353,300
)


Total deemed dividend






(7,752
)














(159,759
)










(167,511
)Sale of common units, net of IPO-related expenses










10,500,000



192,684



















192,684







192,684



Net income for period from November 16, 2007 through
    December 31, 2007






32







1,581



















1,613







1,613



1,613Balance December 31, 2007


369,834


$
(7,720
)


10,500,000


$
194,265



7,621,843


$
(159,759
)





$



$
26,786






$
26,786


$
1,613Cash distribution paid






(513
)






(14,436
)






(9,603
)










(24,552
)






(24,552
)


Issuance of units


63,906



918



3,131,415



44,937



















45,855







45,855Net income






615







18,873







9,270











28,758







28,758



28,758Balance December 31, 2008


433,740



(6,700
)


13,631,415


$
243,639



7,621,843


$
(160,092
)





$



$
76,847






$
76,847


$
28,758Cash distribution paid






(807
)






(25,976
)






(12,233
)










(39,016
)






(39,016
)


Issuance of subordinated Series A Units


























1,000,000



6,082



6,082







6,082



Proceeds from issuance of common units, net of offering costs










10,660,400



126,807



















126,807







126,807



Proceeds from issuance of general partners units (see
    note 13)


237,968



2,948



























2,948







2,948



Net income






724







25,277







8,321











34,322







34,322



34,322Balance December 31, 2009


671,708


$
(3,835
)


24,291,815


$
369,747



7,621,843


$
(164,004
)


1,000,000


$
6,082


$
207,990






$
207,990


$
34,322     F-6




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit
    amounts)
  NOTE 1  DESCRIPTION
    OF BUSINESS
          
    a share purchase agreement pursuant to which Navios Partners had
    agreed to acquire the capital stock of a subsidiary that will
    own the Capesize vessel Navios Bonavis and related time
    charter, upon delivery of the vessel to Navios Holdings, which
    occurred in late June 2009;
    a share purchase agreement pursuant to which Navios Partners had
    the option, exercisable at any time between January 1, 2009
    and April 1, 2009, to purchase the capital stock of the
    subsidiary that would own the Capesize vessel Navios TBN II and
    related time charter. On April 2, 2009, Navios Partners
    announced that it would not be exercising this option given the
    then-prevailing unfavorable capital market conditions;
    a management agreement with Navios ShipManagement Inc. (the
    Manager) pursuant to which the Manager provides
    Navios Partners commercial and technical management services;
    an administrative services agreement with the Manager pursuant
    to which the Manager provides Navios Partners administrative
    services; and
    the Omnibus Agreement with Navios Holdings governing, among
    other things, when Navios Partners and Navios Holdings may
    compete against each other as well as rights of first offer on
    certain dry bulk carriers.  12-month
 F-7




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
               F-8




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
        NOTE 2  SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES
  (a)
    Basis of
    presentation:  The accompanying consolidated
    financial statements are prepared in accordance with accounting
    principles generally accepted in the United States of America
    (US GAAP).      (b)
    Principles of
    consolidation:  The accompanying consolidated
    financial statements include Navios Partners wholly owned
    subsidiaries incorporated under the laws of Marshall Islands
    from their dates of incorporation or, for chartered-in vessels,
    from the dates charter-in agreements were in effect. The
    consolidated financial statements as of December 31, 2009,
    2008 and 2007 and for the years ended December 31, 2009,
    2008 and 2007 reflect Navios Partners consolidated
    financial position, results of operations and cash flows while
    all other periods presented are for the Companys financial
    position prior to the IPO. All significant inter-company
    balances and transactions have been eliminated in Navios
    Partners and the Companys consolidated
    financial statements.  Subsidiaries:
 F-9




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  The accompanying consolidated financial statements include
    the following entities and chartered-in vessels:
  Country of

Statement of incomeCompany name

Vessel name

incorporation

2009

2008

2007Libra Shipping Enterprises Inc

Navios Libra II

Marshall Is.


1/1   12/31




1/1   12/31




1/1  12/31Alegria Shipping Corporation

Navios Alegria

Marshall Is.


1/1   12/31




1/1   12/31




1/1  12/31Felicity Shipping Corporation

Navios Felicity

Marshall Is.


1/1   12/31




1/1   12/31




1/1  12/31Gemini Shipping Corporation

Navios Gemini S

Marshall Is.


1/1   12/31




1/1   12/31




1/1  12/31Galaxy Shipping Corporation

Navios Galaxy I

Marshall Is.


1/1   12/31




1/1   12/31




1/1  12/31Aurora Shipping Enterprises Ltd.

Navios Hope

Marshall Is.


1/1   12/31




7/1  12/31




Palermo Shipping S.A.

Navios Apollon

Marshall Is.


10/29   12/31









Fantastiks Shipping Corporation (**)

Navios Fantastiks

Marshall Is.


1/1   12/31




1/1   12/31




11/16   12/31Chartered-in vessel

Fantastiks














2/2  11/15Prosperity Shipping Corporation(*)

Navios Prosperity

Marshall Is.


1/1 12/31




1/1   12/31




11/16   12/31Chartered-in vessel

Navios Prosperity














6/19  11/15Aldebaran Shipping Corporation(*)

Navios Aldebaran

Marshall Is.


1/1 12/31




3/17   12/31




Sagittarius Shipping Corporation (***)

Navios Sagittarius

Marshall Is.


6/10   12/31









Navios Maritime Partners L.P.

N/A

Marshall Is.


1/1 12/31




1/1   12/31




11/16  12/31Navios Maritime Operating LLC

N/A

Marshall Is.


1/1 12/31




1/1   12/31




11/16  12/31     (*)
    
    Not a vessel-owning subsidiary and
    only holds rights to charter-in contract(**)
    
    Fantastiks Shipping Corporation
    took ownership of the vessel Navios Fantastiks on May 2,
    2008.(***)
    
    Sagittarius Shipping Corporation
    took ownership of the vessel Navios Sagittarius on
    January 12, 2010.      
    Loans and related interest expense.  The credit
    facility assumed by Navios Holdings, included specific tranches
    relating to the acquisitions of the Companys vessels.
    Those tranches together with the respective interest expense had
    been allocated to consolidated financial statements.
    Deferred finance fees and related
    amortization.  As noted above, the loans related
    to the acquisition of vessels had been divided into tranches and
    reflected in the Companys financial statements based on
    specific identification. Similarly, each tranche of the loans
    had identifiable fees and expenses associated with it.
    Accordingly, the deferred financing costs of the tranches
    relating to the purchase of the Companys vessels, together
    with the respective amortization, had also been allocated to the
    Companys financial statements based on specific
    identification. F-10




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
     (c)
    Use of
    Estimates:  The preparation of consolidated
    financial statements in conformity with the U.S. GAAP
    requires management to make estimates and assumptions that
    affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities as of the dates
    of the financial statements and the reported amounts of revenues
    and expenses during the reporting periods. On an
    on-going
    basis, management evaluates the estimates and judgments,
    including those related to future drydock dates, the selection
    of useful lives for tangible assets, expected future cash flows
    from long-lived assets to support impairment tests, provisions
    necessary for accounts receivables, provisions for legal
    disputes, and contingencies. Management bases its estimates and
    judgments on historical experience and on various other factors
    that are believed to be reasonable under the circumstances, the
    results of which form the basis for making judgments about the
    carrying values of assets and liabilities that are not readily
    apparent from other sources. Actual results could differ from
    those estimates under different assumptions
    and/or
    conditions.(d)
    Cash and Cash
    equivalents:  Cash and cash equivalents
    consist of cash on hand, deposits held on call with banks, and
    other short-term liquid investments with original maturities of
    three months or less.(e)
    Restricted
    Cash:  Restricted cash consists of cash
    reserves held in a pledged account with the agent bank as per
    the amended terms of Navios Partners Credit Facility. Also
    in restricted cash is an amount of $822 to guarantee a claim
    related to an owned vessel. As of December 31, 2009 and
    2008 the restricted cash held in retention accounts was $13,322
    and $0, respectively.(f)
    Accounts Receivable Trade,
    net:  The amount shown as accounts
    receivable-trade, net at each balance sheet date includes
    receivables from charterers for hire, freight and demurrage
    billings, net of a provision for doubtful accounts. At each
    balance sheet date, all potentially uncollectible accounts are
    assessed individually for purposes of determining the
    appropriate provision for doubtful accounts. The provision for
    doubtful accounts at December 31, 2009 and 2008 was $49 and
    $100, respectively.(g)
    Insurance
    claims:  Insurance claims consist of claims
    submitted
    and/or
    claims in the process of compilation or submission (claims
    pending against vessels insurance underwriters). They are
    recorded on the accrual basis and represent the claimable
    expenses, net of applicable deductibles, incurred through
    December 31 of each reported period, which are expected to be
    recovered from insurance companies. Any remaining costs to
    complete the claims are included in accrued liabilities. The
    classification of insurance claims into current and non-current
    assets is based on managements expectations as to their
    collection dates. As provided in the management agreement,
    adjustments and negotiations of settlements of any claim damages
    which are recoverable under insurance policies are managed by
    the Manager. Navios Partners pays the deductible of any
    insurance claims relating to its vessels or for any claims that
    are within such deductible range.(h)
    Vessels,
    net:  Vessels owned by Navios Partners are
    recorded at historical cost, which consists of the contract
    price and any material expenses incurred upon acquisition
    (improvements and delivery expenses). Subsequent expenditures
    for major improvements and upgrading are capitalized, provided
    they appreciably extend the life, increase the earning capacity
    or improve the efficiency or safety of the vessels. Expenditures
    for routine maintenance and repairs prior to the IPO were
    expensed as incurred. After the IPO, pursuant to the management
    agreement such costs are included in the daily fee of currently
    $4.4 for Panamax vessels, $5.5 for Capesize vessels and $4.5 for
    Ultra Handymax vessels that F-11




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  Navios Partners pays to the Manager and are also expensed as
    incurred. Depreciation is computed using the straight line
    method over the useful life of the vessels, after considering
    the estimated residual value. The useful life of the vessels is
    estimated to be 25 years from the vessels original
    construction. However, when regulations place limitations over
    the ability of a vessel to trade on a worldwide basis, its
    useful life is re-estimated to end at the date such regulations
    become effective.  (i)
    Deferred Drydock and Special
    Survey costs:  Navios Partners vessels
    are subject to regularly scheduled drydocking and special
    surveys which are carried out every 30 or 60 months to
    coincide with the renewal of the related certificates issued by
    the Classification Societies, unless a further extension is
    obtained in rare cases and under certain conditions. The costs
    of drydocking and special surveys is deferred and amortized over
    the above periods or to the next drydocking or special survey
    date if such has been determined. Unamortized drydocking or
    special survey costs of vessels sold are written off to income
    in the year the vessel is sold. For the years ended
    December 31, 2009, 2008 and 2007 amortization was $415,
    $578 and $608 respectively.(j)
    Impairment of long lived
    assets:  Vessels, other fixed assets and other
    long lived assets held and used by Navios Partners are reviewed
    periodically for potential impairment whenever events or changes
    in circumstances indicate that the carrying amount of a
    particular asset may not be fully recoverable. In accordance
    with accounting for long-lived assets, management reviews
    valuations and compares them to the assets carrying
    amounts. Should the valuations indicate potential impairment,
    management determines projected undiscounted cash flows for each
    asset and compares it to its carrying amount. In the event that
    impairment occurs, an impairment charge is recognized by
    comparing the assets carrying amount to its estimated fair
    value. For the purposes of assessing impairment, long
    lived-assets are grouped at the lowest levels for which there
    are separately identifiable cash flows. No impairment loss was
    recognized for any of the periods presented.(k)
    Deferred Financing
    Costs:  Deferred financing costs include fees,
    commissions and legal expenses associated with obtaining loan
    facilities. These costs are amortized over the life of the
    related debt using the effective interest rate method, and are
    included in interest expense. In connection with the IPO, Navios
    Partners entered into a loan facility of $165,000 to finance the
    acquisition of the vessel-owning subsidiaries (see
    note 11) and in 2008 borrowed another $70,000 to
    finance the acquisition of two additional vessels. In February
    2009, pursuant to the amendment of the terms of its Credit
    Facility, Navios Partners repaid the amount of $40,000. The
    financing cost related to this loan facility originally amounted
    to $1,835 and Navios Partners paid another $326 in 2008 and $200
    in 2009. During the year ended December 31, 2009, 2008 and
    2007 the amount of $400, $0 and $0, respectively, was written
    off. The unamortized balance of $1,431 and $1,915 has been
    included in Deferred financing costs in the
    consolidated balance sheet as of December 31, 2009 and
    2008, respectively.(l)
    Intangible assets and
    liabilities:  Navios Partners intangible
    assets and liabilities consist of favorable lease terms
    (including purchase options), unfavorable lease terms and
    backlog assets.     F-12




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
    (m)
    Foreign currency
    translation:  Navios Partners functional
    and reporting currency is the U.S. dollar. Navios Partners
    engages in worldwide commerce with a variety of entities.
    Although, its operations may expose it to certain levels of
    foreign currency risk, its transactions are predominantly
    U.S. dollar denominated. Additionally, Navios
    Partners wholly-owned vessel subsidiaries transacted a
    nominal amount of their operations in Euros; however, all of the
    subsidiaries primary cash flows are U.S. dollar
    denominated. Transactions in currencies other than the
    functional currency 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 in the
    statement of operations. The foreign currency exchange
    gains/(losses) recognized in the accompanying consolidated
    statement of income for each of the years ended
    December 31, 2009, 2008 and 2007 were $(12), $0 and $0,
    respectively.(n)
    Provisions:  Navios
    Partners, in the ordinary course of its business, is subject to
    various claims, suits and complaints. Management, in
    consultation with internal and external advisors, will provide
    for a contingent loss in the financial statements if the
    contingency had been incurred at the date of the financial
    statements and the amount of the loss can be reasonably
    estimated. In accordance with accounting for contingencies, if
    Navios Partners has determined that the reasonable estimate of
    the loss is a range and there is no best estimate within the
    range, Navios Partners will provide the lower amount of the
    range. Navios Partners, through the management agreement,
    participates in Protection and Indemnity (P&I) insurance
    coverage plans provided by mutual insurance societies known as
    P&I clubs. Under the terms of these plans, participants may
    be required to pay additional premiums to fund operating
    deficits incurred by the clubs (deferred calls).
    Obligations for deferred calls are accrued annually based on
    information provided by the clubs regarding supplementary calls.
    Beginning on November 16, 2007 services such as the ones
    described above are provided by the Manager under the management
    agreement and included as part of the daily fee of $4.4 for each
    Panamax vessel, $5.5 for each Capesize vessel and $4.5 for each
    Ultra-Handymax vessel.(o)
    Segment
    Reporting:  Navios Partners reports financial
    information and evaluates its operations by charter revenues and
    not by the length of ship employment for its customers. Navios
    Partners does not use discrete financial information to evaluate
    operating results for each type of charter. Management does not
    identify expenses, profitability or other financial information
    by charter type. As a result, management reviews operating
    results solely by revenue per day and operating results of the
    fleet and thus Navios Partners has determined that it operates
    under one reportable segment.(p)
    Revenue and Expense
    Recognition:  Revenue Recognition:
   F-13




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
        Time Charter and Voyage Expenses:
  Direct Vessel Expense:
  Management fees:
    General & administrative
    expenses:
  Deferred Voyage Revenue:
 F-14




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
    Prepaid Voyage Costs:
  (q)
    Financial
    Instruments:  Financial instruments carried on
    the balance sheet include trade receivables and payables, other
    receivables and other liabilities and long term debt. The
    particular recognition methods applicable to each class of
    financial instrument are disclosed in the applicable significant
    policy description of each item, or included below as applicable.  Financial risk management:
  Credit risk:
  Foreign exchange risk:
  (r)
    Taxes  Deferred taxation:
  Income Taxes:
  (s)
    Cash
    Distribution:  As per the Partnership
    Agreement,within 45 days following the end of each
    quarter, an amount equal to 100% of Available Cash with respect
    to such quarter shall be distributed to the partners as of the
    record date selected by the Board of Directors. F-15




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  Available Cash:
  
    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.  Maintenance and Replacement Capital
    Expenditures:
  (t)
    Recent Accounting
    Pronouncements:  Fair
    Value
      Earnings
    per unit computations
  earnings-per-unit
 F-16




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  Accounting
    for Business Combinations
    Noncontrolling
    Interests in Consolidated Financial Statements
    Determination
    of the Useful Life of Intangible Assets
    Transfers
    of Financial Assets
   F-17




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  Determining
    the Primary Beneficiary of a Variable Interest Entity
      FASB
    Accounting Standards Codification
    Measuring
    Liabilities at Fair Value
    Interim
    Disclosure about Fair Value of Financial Instruments
   F-18




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
   NOTE 3  CASH
    AND CASH EQUIVALENTS
    December 31,


December 31,2009


2008Cash on hand and at banks

$
13,378


$
13,870Short term deposits


64,500



14,504Total cash and cash equivalents

$
77,878


$
28,374       NOTE 4  ACCOUNTS
    RECEIVABLE, NET
    December 31,


December 31,2009


2008Accounts receivable

$
651


$
413Less: Provision for doubtful receivables


(49
)


(100
)Accounts receivables, net

$
602


$
313     Allowance
    for doubtful receivables
  Balance at

Charges tobeginning

costs and

Amount

Balance atof period

expenses

utilized

end of periodYear ended December 31, 2009

$
(100
)

$
(49
)

$
100


$
(49
)Year ended December 31, 2008

$
(100
)

$



$



$
(100
)      F-19




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
   NOTE 5 
    PREPAID
    EXPENSES AND OTHER CURRENT ASSETS    December 31,


December 31,2009


2008Prepaid voyage costs

$
535


$
254Other


242



117Total prepaid expenses and other current assets

$
777


$
371   NOTE 6 
    VESSELS
    AND OTHER FIXED ASSETS  AccumulatedCost


Depreciation


Net Book ValueVesselsBalance December 31, 2007

$
151,432


$
(15,456
)

$
135,976Additions

$
167,463


$
(12,099
)

$
155,364Balance December 31, 2008

$
318,895


$
(27,555
)

$
291,340Additions

$
23,683


$
(15,328
)

$
8,355Balance December 31, 2009

$
342,578


$
(42,883
)

$
299,695          F-20




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
   NOTE 7 
    INTANGIBLE
    ASSETS OTHER THAN GOODWILL    Transfer to


Net Book ValueAccumulated


vessel


December 31,Cost


Amortization


cost


2009Unfavorable lease terms

$
(8,486
)

$
5,824


$



$
(2,662
)Backlog assets


35,708



(2,098
)






33,610Favorable lease terms charter-in


3,543



(448
)






3,095Favorable vessel purchase option


3,667











3,667Total

$
34,432


$
3,278


$



$
37,710   Net Book ValueAccumulated


Transfer to vessel


December 31,Cost


Amortization


cost


2008Unfavorable lease terms

$
(8,486
)

$
3,827


$



$
(4,659
)Favorable lease terms charter-in


52,874



(6,529
)


(46,345
)


Favorable vessel purchase option


6,677







(6,677
)


Total

$
51,065


$
(2,702
)

$
(53,022
)

$
(4,659
)     Year EndedDecember 31,


December 31,


December 31,2009


2008


2007Unfavorable lease terms

$
1,997


$
1,997


$
3,250Backlog assets


(2,098
)






Favorable lease terms charter-in


(448
)


(1,762
)


(4,767
)Total

$
(549
)

$
235


$
(1,517
)          F-21




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
        NOTE 8 
    ACCRUED
    EXPENSES    December 31,


December 31,2009


2008Accrued voyage expenses

$
802


$
296Accrued loan interest


674



900Accrued legal and professional fees


368



466Total accrued expenses

$
1,844


$
1,662   NOTE 9 
    ACCOUNTS
    PAYABLE    December 31,


December 31,2009


2008Creditors

$
36


$
65Brokers


342



317Insurances






108Professional and legal fees


140



104Total accounts payable

$
518


$
594   NOTE 10 
    DEFERRED
    VOYAGE REVENUE   F-22




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
   NOTE 11 
    BORROWINGS    December 31,


December 31,2009


2008Credit facility

$
195,000


$
235,000Less current portion






40,000Total long term borrowings

$
195,000


$
195,000                F-23




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
      Year

Amount2010

$
2011

$
2012

$
28,6112013

$
26,6862014

$
24,7612015 and thereafter

$
114,942$
195,000   NOTE 12 
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS      Cash and cash equivalents:
  Borrowings:
    December 31, 2009


December 31, 2008Book Value


Fair Value


Book Value


Fair ValueCash and cash equivalent

$
77,878


$
77,878


$
28,374


$
28,374Restricted cash


13,322



13,322







Accounts receivables


602



602



313



313Accounts payable


(518
)


(518
)


(594
)


(594
)Amounts due to related parties


(1,964
)


(1,964
)


(1,539
)


(1,539
)Long term debt


(195,000
)


(195,000
)


(235,000
)


(235,000
)   NOTE 13 
    ISSUANCE
    OF UNITS   F-24




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
    12-month
          NOTE 14 
    SEGMENT
    INFORMATION     F-25




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
    Revenue
    by Geographic Region
  Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2009


2008


2007Europe

$
26,049


$
23,965


$
22,202Asia


52,768



44,350



28,150North America


5,683







Australia


8,143



6,767



Total

$
92,643


$
75,082


$
50,352     NOTE 15 
    INCOME
    TAXES      NOTE 16 
    COMMITMENTS AND CONTINGENCIES
         F-26




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  12-month
        Amount2010


32,4802011


9,8642012


9,8912013


9,8642014


6,5942015 and thereafter


1,005$
69,698   NOTE 17 
    LEASES    Amount2010


111,6692011


96,9782012


91,9092013


64,5062014


24,0102015 and thereafter


61,860$
450,932  F-27




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
   NOTE 18 
    TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES
  Management fees:
    General & administrative
    expenses:
      Balance due to related parties:
      Vessel Acquisitions:
  12-month
   F-28




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
      NOTE 19 
    CASH
    DISTRIBUTIONS AND EARNINGS PER UNIT    
    First, 98% to the holders of common units and 2% to the General
    Partner until each common unit has received a minimum quarterly
    distribution of $0.35 plus any arrearages from previous quarters;
    Second, 98% to the holders of subordinated units and 2% to the
    General Partner until each subordinated unit has received a
    minimum quarterly distribution of $0.35; and
    Third, 98% to all unitholders, pro rata, and 2% to General
    Partner, until each unit has received an aggregate amount of
    $0.4025    Marginal Percentage Interest in DistributionsCommon andTotal Quarterly Distribution

Subordinated

GeneralTarget Amount

Unitholders

PartnerMinimum Quarterly Distribution

$0.35

98%

2%First Target Distribution

up to $0.4025

98%

2%Second Target Distribution

above $0.4025 up to $0.4375

85%

15%Third Target Distribution

above $0.4375 up to $0.525

75%

25%Thereafter

above $0.525

50%

50%        F-29




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
    Consisting of:January 1,


November 16,Year Ended


Year Ended


Year Ended


2007


2007December 31,


December 31,


December 31,


to November 15,


to December 31,2009


2008


2007


2007


2007Net income


34,322



28,758



19,508



17,895



1,613Earnings attributable to:Common unit holders


25,277



18,873



1,581







1,581Subordinated unit holders


8,321



9,270



17,537



17,537



General partner unit holders


724



615



390



358



32Subordinated Series A unit holders


















Weighted average units outstanding (basic and diluted)Common unit holders


17,174,185



12,074,263



10,500,000







10,500,000Subordinated unit holders


7,621,843



7,621,843



7,621,843



7,621,843



7,621,843General partner unit holders


516,441



401,962



369,834



369,834



369,834Subordinated Series A unit holders


1,000,000















Earnings per unit (basic and diluted):Common unit holders

$
1.47


$
1.56


$
0.15


$



$
0.15Subordinated unit holders

$
1.09


$
1.22


$
2.30


$
2.30


$
General partner unit holders

$
1.40


$
1.53


$
1.06


$
0.97


$
0.09Subordinated Series A unit holders


















   NOTE 20 
    SUBSEQUENT
    EVENTS       F-30




---



##### Table of Contents



NAVIOS
    MARITIME PARTNERS L.P.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
      
 SUBSEQUENT
EVENTS (UNAUDITED)
  F-31