For the three months ended March 31, 2017, we reported a net loss of $1.7 million, or $0.09 basic and diluted loss per share, compared to a net income of $1.1 million, or $0.06 basic and diluted earnings per share, for the same period in 2016. For the first quarter of 2017, our EBITDA was $0.4 million, a decrease of $2.9 million from $3.3 million for the same period in 2016. The decrease in net income was primarily due to a $2.9 million decrease in time charter equivalent revenues.

Three Months ended March 31, 2016 2017

(Thousands of U.S. dollars, except for daily TCE rates)

Voyage related costs and commissions (805) (3,006)

* Subject to rounding; please see “Non-GAAP Measures and Definitions” below.

Management’s Discussion and Analysis of Financial Results for the Three Months ended March 31, 2016 and 2017

(Amounts are presented in million U.S. dollars, rounded to the nearest one hundred thousand, except as otherwise noted)

Voyage revenues: Voyage revenues of $7.7 million for the three months ended March 31, 2017 represented a decrease of $0.7 million, or 8.7%, from $8.4 million in the comparable period in 2016. The decrease during the first quarter of 2017 was attributed to lower time charter equivalent rates as well as to a decrease in total operating days.

Voyage related costs and commissions: Voyage related costs and commissions of $3.0 million for the three months ended March 31, 2017 represented an increase of $2.2 million, or 273.4%, from $0.8 million in the comparable period in 2016. The increase was primarily attributed to greater spot charter activity which incurs voyage costs.

Vessel operating expenses: Vessel operating expenses of $3.0 million for the three months ended March 31, 2017 represented a decrease of $0.3 million, or 10.2%, from $3.3 million in the comparable period in 2016. The decrease was primarily attributed to our cost efficiencies from the two eco-efficient MR vessels.

General and administrative expenses: General and administrative expenses of $0.8 million for the three months ended March 31, 2017 increased by $0.1 million, or 16.5%, from $0.7 million in the comparable period in 2016, mainly due to an increase in other professional services.

Management fees, related parties: Management fees to our ship manager, Pyxis Maritime Corp., of $0.2 million for the three months ended March 31, 2017 remained relatively stable compared to the three-month period ended March 31, 2016.

Management fees, other: Management fees mainly payable to International Tanker Management Ltd., our fleet’s technical manager, of $0.2 million for the three months ended March 31, 2017 remained relatively stable compared to the three-month period ended March 31, 2016, which included the services of North Sea Tankers BV, the former commercial manager of Northsea Alpha and Northsea Beta.

Amortization of special survey costs: Amortization of special survey costs was less than $0.1 million for both three- month periods ended March 31, 2017 and 2016.

Depreciation: Depreciation of $1.4 million for the three months ended March 31, 2017 remained stable compared to the three-month period ended March 31, 2016.

Bad debt provisions: Bad debt provisions of $0.2 million for the three months ended March 31, 2017 represented an increase in doubtful account for trade receivables.

Interest and finance costs, net: Interest and finance costs, net, for the three months ended March 31, 2017 amounted to $0.7 million and remained relatively stable compared to the three-month period ended March 31, 2016.

Three Months Ended March 31, 2016

8,448

Voyage revenues

Expenses:

Voyage related costs and commissions Vessel operating expenses
General and administrative expenses Management fees, related parties Management fees, other

(805) (3,303) (660) (145) (262) (62)

Amortization of special survey costs

Bad debt provisions

Operating income / (loss)

Other expenses:

Interest and finance costs, net

Total other expenses, net

–

1,776

(701)

(701)

(181)

(1,004)

(699)

(699)

Net income / (loss) 1,075 (1,703)

Earnings / (loss) per common share, basic and diluted $ 0.06 ($0.09) Weighted average number of common shares, basic and diluted 18,277,893 18,277,893

3

Consolidated Balance Sheets

As of December 31, 2016 and March 31, 2017 (unaudited)
(Expressed in thousands of U.S. dollars, except for share and per share data)

ASSETS

CURRENT ASSETS:

December 31, 2016 March 31, 2017

Cash and cash equivalents
Restricted cash, current portion
Inventories 1,173

Trade receivables, net Prepayments and other assets

Total current assets

FIXED ASSETS, NET:

Vessels, net

Total fixed assets, net

OTHER NON-CURRENT ASSETS:

Restricted cash, net of current portion Deferred charges, net

Total other non-current assets

Total assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Current portion of long-term debt, net of deferred financing costs, current Accounts payable
Due to related parties
Hire collected in advance

Accrued and other liabilities

1,681 404

4,184

121,341

121,341

4,857 358

5,215

130,740

6,813 3,115 1,953

415 574

5,040

119,968

119,968

4,858 340

5,198

130,206

6,717 3,115 5,024

446 724

16,026

64,630 2,500

67,130

–

18 70,123 (23,091)

47,050

130,206

Total current liabilities 12,870

NON-CURRENT LIABILITIES:

Long-term debt, net of current portion and deferred financing costs, non-current
Promissory note 2,500

66,617

Total non-current liabilities

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY:

69,117

Preferred stock ($0.001 par value; 50,000,000 shares authorized; none issued) – Common stock ($0.001 par value; 450,000,000 shares authorized;
18,277,893 shares issued and outstanding at
each of December 31, 2016 and March 31, 2017)

4

Unaudited Consolidated Statements of Cash Flow

For the three months ended March 31, 2016 and 2017 (Expressed in thousands of U.S. dollars)

Cash flows from operating activities:

Net income / (loss)

Three Months Ended March 31, 2016

1,075

Three Months Ended March 31, 2017

(1,703)

1,373 18 38 181

110 (1,468) – 2 – 3,071 31 150

1,803

–

(2,121)

(2,121)

(318) 783

465

Adjustments to reconcile net income / (loss) to net cash provided by operating
activities:
Depreciation 1,435

Amortization of special survey costs
Amortization of financing costs
Bad debt provisions
Changes in assets and liabilities:
Inventories 34

Trade receivables, net
Due from related parties Prepayments and other assets Accounts payable
Due to related parties
Hire collected in advance Accrued and other liabilities

Net cash provided by operating activities

Cash flow from investing activities:

Net cash provided by investing activities

Cash flows from financing activities:

Repayment of long-term debt

Net cash used in financing activities

Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

62 43 –

(17) (10) 147

(445)

(121) (1,139) (86)

978

–

(2,121)

(2,121)

(1,143) 4,122

2,979

5

Liquidity and Debt

Pursuant to our loan agreements, as of March 31, 2017, we were required to maintain minimum liquidity of $5.0 million. Total cash and cash equivalents, including restricted cash, aggregated to $5.5 million as of March 31, 2017.

Total debt (in thousands of U.S. dollars), net of deferred financing costs:

Bank debt $ Promissory Note – related party

Total $

As at December 31, 2016

73,430 2,500

$

As at March 31, 2017

71,347 2,500

73,847

75,930 $

Our weighted average interest rate on our total debt for the three months ended March 31, 2016 and 2017 was 3.17% and 3.53%, respectively. The increase in the weighted average interest rate resulted from higher LIBOR rates.

As noted above, in May 2017, the lender of the Pyxis Delta and the Pyxis Theta, subject to execution of customary documentation, agreed to extend the maturity of its respective loans from September 2018 to September 2022 under the same amortization schedule and applicable margin. As of September 2018, the aggregate outstanding balance of these loans is scheduled to be $20.8 million, which will be subsequently repaid in 16 equal quarterly installments of $0.65 million each, plus a balloon payment of $10.4 million payable together with the last quarterly installment.

Non-GAAP Measures and Definitions

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) represents the sum of net income / (loss), interest and finance costs, depreciation and amortization and, if any, income taxes during a period. EBITDA is not a recognized measurement under U.S. GAAP.

EBITDA is presented in this press release as we believe that it provides investors with a means of evaluating and understanding how our management evaluates operating performance. This non-GAAP measure should not be considered in isolation from, as a substitute for, or superior to financial measures prepared in accordance with U.S. GAAP. In addition, this non-GAAP measure does not have standardized meaning, and is therefore unlikely to be comparable to similar measures presented by other companies.

Three Months Ended

(In thousands of U.S. dollars) March 31, 2016

Reconciliation of Net income / (loss) to EBITDA

Net income / (loss) $ 1,075

Depreciation 1,435

$

March 31, 2017

(1,703)

1,373

18

699

387

Amortization of special survey costs

Interest and finance costs, net

EBITDA

62

701

$ 3,273 $

6

Daily time charter equivalent (“TCE”) is a shipping industry performance measure of the average daily revenue performance of a vessel on a per voyage basis. TCE is not calculated in accordance with U.S. GAAP. We utilize TCE because we believe it is a meaningful measure to compare period-to-period changes in our performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which our vessels may be employed between the periods. Our management also utilizes TCE to assist them in making decisions regarding employment of the vessels. We calculate TCE by dividing voyage revenues after deducting voyage related costs and commissions by operating days for the relevant period. Voyage related costs and commissions primarily consist of brokerage commissions, port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract.

Vessel operating expenses (“Opex”) per day are our vessel operating expenses for a vessel, which primarily consist of crew wages and related costs, insurance, lube oils, communications, spares and consumables, tonnage taxes as well as repairs and maintenance, divided by the ownership days in the applicable period.

We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during the same period. We use fleet utilization to measure our efficiency in finding suitable employment for our vessels and minimizing the amount of days that our vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys and intermediate dry-dockings or vessel positioning. Ownership days are the total number of days in a period during which we owned each of the vessels in our fleet. Available days are the number of ownership days in a period, less the aggregate number of days that our vessels were off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and intermediate dry-dockings and the aggregate number of days that we spent positioning our vessels during the respective period for such repairs, upgrades and surveys. Operating days are the number of available days in a period, less the aggregate number of days that our vessels were off-hire or out of service due to any reason, including technical breakdowns and unforeseen circumstances.

7

Recent Daily Fleet Data:

(Amounts in U.S.$)

Eco-Efficient MR2: (2 of our vessels)

Eco-Modified MR2: (1 of our vessels)

Standard MR2: (1 of our vessels)

Small Tankers: (2 of our vessels)

Fleet: (6 vessels)

Three Months Ended March 31,

2016

2017

TCE 15,698 14,043

Opex Utilization %

6,334 99.5%

5,622 84.4%

TCE 17,653 11,050

Opex Utilization %

6,553 100.0%

6,347 97.8%

TCE 18,730 10,119 Opex 6,445 5,931 Utilization % 100.0% 96.7%

TCE 8,768 4,717 Opex 5,318 4,711 Utilization % 93.4% 85.0%

TCE 14,339 9,810 Opex 6,050 5,491 Utilization % 97.6% 88.9%

When we refer to total daily operational costs as applied to our eco-modified and eco-efficient tankers, we define that as the sum of (1) daily Opex per vessel, (2) total general and administrative expenses in the period per day per vessel, and (3) the technical and commercial management fees in the period per day per vessel. We believe total daily operational costs for such vessels can provide a more complete picture of financial results for comparative purposes.

Conference Call and Webcast

We will host a conference call to discuss our results at 4:30 p.m., Eastern Time, on May 18, 2017. Participants should dial into the call 10 minutes prior to the scheduled time using the following dial-in numbers:

U.S. Toll Free:
U.S. Toll/International: Conference ID:

• +1 (877) 201-0168 • +1 (647) 788-4901 • 9099172

A live webcast of the conference call will be available through our website (http://www.pyxistankers.com). Webcast participants of the live conference call should register on the website approximately 10 minutes prior to the start of the webcast. An archived version of the webcast will be available on the website within approximately two hours of the completion of the call.

8

About Pyxis Tankers Inc.

Pyxis Tankers Fleet (as of May 15, 2017)

$13,350 Dec. 2017

n/a

$13,125 n/a n/a

Sep. 2017 n/a n/a

1) This table shows gross rates and does not reflect any commissions payable. We have no drydockings scheduled until the second half of 2018.