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
For
the month May 2024
Commission
File Number: 001-37611
Pyxis
Tankers Inc.
(Translation
of registrant’s name into English)
59
K. Karamanli Street
Maroussi
15125 Greece
+30
210 638 0200
(Address
of principal executive office)
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 ☐
INFORMATION
CONTAINED IN THIS REPORT ON FORM 6-K
Attached
as Exhibit 99.1 to this Report on Form 6-K is the press release of Pyxis Tankers Inc. (the “Company”) entitled “Pyxis
Tankers Announces Date for the Release of First Quarter 2024 Results and Related Conference Call & Webcast”.
Attached
as Exhibit 99.2 to this Report on Form 6-K is the press release of the Company entitled “Pyxis Tankers Announces Financial Results
for the Three Months Ended March 31, 2024”.
Attached
as Exhibit 99.3 to this Report on Form 6-K is the press release of the Company entitled “Pyxis Tankers Announces Joint Venture
Agreement to Acquire Modern Dry-Bulk Vessel, Expansion of Common Share Repurchase Program & Partial Redemption of Series A Cumulative
Convertible Preferred Stock”.
The
information contained in this report on Form 6-K, except for the sections entitled “Valentios Valentis, Our Chairman and CEO commented,”
and “Mr. Eddie Valentis, Chairman and Chief Executive Officer of the Company, commented” is hereby incorporated by reference
into the Company’s registration statement on Form F-3 (File No 333-278862), initially filed with the U.S. Securities and Exchange
Commission on April 22, 2024.
Exhibit
Index
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
PYXIS
TANKERS INC. |
| |
|
|
| Dated:
May 21, 2024 |
By:
|
/s/
Henry Williams |
| |
|
Henry
Williams |
| |
|
Chief
Financial Officer |
Exhibit
99 .1
Pyxis
Tankers Announces Date for the Release of the First Quarter 2024 Results and Related Conference Call & Webcast
Maroussi,
Greece, May 17, 2024 – Pyxis Tankers Inc. (NASDAQ Cap Mkts: PXS), an international shipping company, today announced the following:
Date
of Earnings Release. We will issue our unaudited results for the first quarter ended March 31, 2024, before the market opens in New
York on Tuesday, May 21, 2024. We will host a conference call on the same day to discuss the results at 8:30 a.m. Eastern Time.
Conference
Call details:
Participants
should dial into the call 10 minutes before the scheduled time using the following numbers: +1 877 405 1226 (US Toll-Free Dial In) or
+1 201 689 7823 (US and Standard International Dial In). Please quote “Pyxis Tankers” to the operator and/or conference ID
13746734. Click here for additional International Toll-Free access numbers.
Alternatively,
participants can register for the call using the call me option for a faster connection to join the conference call. You can enter your
phone number and let the system call you right away. Click here for the call me option.
Webcast:
A
webcast of the conference call will be available through our website (http://www.pyxistankers.com) under our Events Presentations
page. A telephonic replay of the conference and accompanying slides will be available following the completion of the call and will remain
available until Tuesday, May 28, 2024.
Webcast
participants of the live conference call should register on the website approximately 10 minutes prior to the start of the webcast and
can also access it through the following link:
https://www.webcaster4.com/Webcast/Page/2976/50636
About
Pyxis Tankers Inc.
The
Company currently owns a modern fleet of mid-sized eco-vessels consisting of three product tankers, one Kamsarmax bulk carrier and a
controlling interest in a single ship Ultramax dry bulk venture engaged in seaborne transportation of a broad range of refined petroleum
products and dry-bulk commodities. The Company is positioned to opportunistically expand and maximize its fleet of eco-efficient vessels
due to significant capital resources, competitive cost structure, strong customer relationships and an experienced management team whose
interests are aligned with those of its shareholders.
Company
Pyxis
Tankers Inc.
59 K. Karamanli Street
Maroussi,
15125 Greece
info@pyxistankers.com
Visit
our website at www.pyxistankers.com
Company
Contact
Henry
Williams
Chief Financial Officer
Tel: +30 (210) 638 0200 / +1 (516) 455-0106
Email: hwilliams@pyxistankers.com
Source:
Pyxis Tankers Inc.
Exhibit
99.2
Pyxis
Tankers Announces Financial Results for the Three Months Ended March 31, 2024
Maroussi,
Greece, May 21, 2024 – Pyxis Tankers Inc. (NASDAQ Cap Mkts: PXS), (“we”, “our”, “us”, the “Company”
or “Pyxis Tankers”), an international shipping company, today announced unaudited results for the three months ended March
31, 2024.
Summary
For
the three months ended March 31, 2024, our Revenues, net were $11.8 million. For the same period, our time charter equivalent (“TCE”)
revenues were $10.2 million, an increase of $0.9 million, or 10.2%, over the comparable period in 2023. Our net income attributable to
common shareholders for the first quarter ended March 31, 2024, was $3.4 million. For the first quarter of 2024, the net income per common
share was $0.33 basic and $0.30 diluted compared to the net income per common share of $0.81 basic and $0.71 diluted for the same period
in 2023. Our Adjusted EBITDA for the three months ended March 31, 2024, was $6.0 million, an increase of $1.8 million over the comparable
period in 2023. Please see “Non-GAAP Measures and Definitions” below.
On
February 15, 2024, we took delivery, from an unaffiliated third party, of an 82,013 dwt dry-bulk vessel built in 2015 at Jiangsu New
Yangzi Shipbuilding. The $26.625 million purchase (MOA agreed in November 2023) of the eco-efficient Kamsarmax, fitted with a ballast
water treatment system and scrubber, was funded by a combination of secured bank debt of $14.5 million and cash on hand. The five year
amortizing bank loan is priced at Term SOFR +2.35% and is secured by, among other things, the vessel. The vessel has been named the “Konkar
Asteri” and commenced commercial operations on February 29, 2024.
On
May 16, 2024, the Company’s Board of Directors (the “BOD”) approved certain key strategic and financial actions which
should further enhance shareholder value. First, the Company has allocated up to an additional $1.0 million for the next 12 months to
the common share repurchase program. Second, the BOD also authorized the redemption of 100,000 shares of our outstanding 7.75% Series
A Cumulative Convertible Preferred Stock (the “Preferred Stock”) at the stated liquidation price of $25 per share, plus accrued
dividends, with the redemption date of June 20, 2024. Third, the Company has agreed to enter into an operating joint venture agreement
to acquire an 82,013 dwt dry-bulk vessel built in 2015 at Jiangsu New Yangzi Shipbuilding, named the “Konkar Venture”
(the “Vessel”), a sister-ship of our “Konkar Asteri”. The Vessel will be acquired for $30.0 million
and will be funded by a combination of bank debt, cash and issuance of $1.5 million in Company restricted common shares. The Company
will own 60% of the ship owning company of “Konkar Venture” and a company related to Mr. Valentios Valentis, our Chairman
and CEO, will own the remaining 40%. To fund the Vessel acquisition and provide for working capital and cover transaction costs, the
Company will invest $7.3 million in cash equity and Mr. Valentis will fund $5.9 million in cash at closing. A new $16.5 million 5 year
secured bank loan will complete the funding for the Vessel acquisition.
Valentios
Valentis, our Chairman and CEO, commented:
“We
are pleased to report solid results for the first fiscal quarter, 2024 with Revenues, net of $11.8 million and Net Income attributable
to common shareholders of $3.4 million with basic earnings per share of $0.33 basic and of $0.30 diluted. In the quarter ended March
31, 2024, the product tanker sector continued to experience strong chartering activity driven by global demand for transportation fuels,
relatively low inventories of many petroleum products, healthy refinery margins, combined with the impact of the ongoing war in the Ukraine
which has led to continued market dislocation of shifting trade patterns and ton-mile expansion of seaborne cargo transportation. During
the first quarter, we reported an average daily TCE for our MR’s of $31,790. Recent hostilities in the Red Sea and the Gulf of
Aden have further supported the strong product tanker environment and as of May 16, 2024, 83% of our MR available days in the quarter
ending June 30, 2024, were booked at an average TCE of $32,500 per day. We now own and operate three modern eco-efficient MR’s,
two of which are currently employed under short-term time charters and one on spot. On the dry side, chartering conditions have also
been constructive. For the quarter ended March 31, 2024, our two mid-sized eco-efficient bulkers generated a solid average TCE of $16,950
per day. Both the “Konkar Ormi” and “Konkar Asteri” are currently employed under short-term time
charters, and as of May 16, 2024 the average TCE for the dry bulk carriers was $18,400 with bookings of 92% of available days in Q2 2024.
Tanker
asset values have continued to be exceptionally strong, and we have not uncovered any compelling acquisition opportunities of modern
second-hand eco-MR’s. However, our solid financial position has given us the capability to further expand our dry-bulk operations.
In February, we completed the acquisition of 2015-built Kamsarmax, the “Konkar Asteri”, and in May, the independent
and disinterested directors of our Board of Directors (“BOD”) unanimously approved the investment in a sister-ship, the “Konkar
Venture”. We have decided to structure this latest dry bulk investment as an operating joint venture similar to the acquisition
of the “Konkar Ormi” in September, 2023. The Company will own 60% of the new vessel owning subsidiary for a total
equity investment of $8.8 million which will consist of $7.3 million of cash and the issuance of $1.5 million of restricted common shares
to the sellers. In further support for the expansion plans of the Company, entities related to Mr. Valentis have agreed to fund $5.9
million in cash for the remaining 40% ownership on the vessel owning company. To complete the acquisition funding, an attractive five-year
$16.5 million term loan will be put in place. Upon the anticipated closing of this purchase in June, the Company will be operating six
vessels under a mixed chartering strategy.
At
this juncture, we expect the chartering environment for product tankers and dry-bulk carriers to remain constructive for at least 2024.
Solid global demand for seaborne cargoes across a wide range of refined petroleum products and dry-bulk commodities is expected to continue
with the respective orderbooks remaining relatively manageable. While moderating inflation and the prospect of softening monetary policies
by many central banks later this year promote additional optimism, the growing complexity within our two sectors and the uncertainty
surrounding macro-economic conditions and global events necessitate continued prudent management. Leveraging our significant financial
resources and strong relationships, we will continue to pursue value-enhancing transactions including share buybacks, while upholding
operational and capital discipline.”
Results
for the three months ended March 31, 2023 and 2024
Amounts
relating to variations in period–on–period comparisons shown in this section are derived from the unaudited consolidated
financials presented below.
For
the three months ended March 31, 2024, we reported Revenues, net of $11.8 million, or 1.6% higher than $11.6 million in the comparable
2023 period. Our net income attributable to common shareholders was $3.4 million, or $0.33 basic and $0.30 diluted net income
per common share, compared to a net income attributable to common shareholders of $8.7 million, or $0.81 basic and $0.71 diluted net
income per common share, for the same period in 2023. In Q1 2023, the Company realized a $8.0 million gain on the sale of our 2009 built
MR or $0.75 per basic share and $0.64 diluted. The weighted average number of basic common shares decreased by 0.2 million to 10.5 million
in the most recent period versus the first quarter of 2023. The weighted average number of diluted common shares also decreased in 2024
to 12.3 million shares, which assumes the full conversion of all the outstanding Preferred Stock in the most recent period. The average
MR daily TCE rate during the first quarter of 2024 was $31,790 or 35.2% higher than the $23,508 MR daily TCE rate for the same period
in 2023, due to higher demurrage income from spot chartering activity and better market conditions. The new dry-bulkers acquired, the
Ultramax carrier in Fall 2023 and the Kamsarmax on February 15, 2024, had an average TCE rate of $16,950 for the first quarter of 2024.
The revenue mix of the MR vessels for the first quarter of 2024 was 56% from short-term time charters and 44% from spot market employment,
while the dry-bulk carriers were hired for short-term time charters. Despite less ownership days for our fleet in the most recent period,
Adjusted EBITDA increased by $1.8 million to $6.0 million in the first quarter of 2024 from $4.2 million for the same period in 2023
primarily due to a higher average TCE rate and better utilization for our fleet of three MR’s.
| MR tanker fleet | |
Three months ended March 31, | |
| (Amounts in thousands of U.S. dollars, except for daily TCE rates) | |
2023 | | |
2024 | |
| | |
| | |
| |
| MR Revenues, net 1 | |
$ | 11,616 | | |
$ | 9,688 | |
| MR Voyage related costs and commissions 1 | |
| (2,401 | ) | |
| (1,295 | ) |
| MR Time charter equivalent revenues 1, 3 | |
$ | 9,215 | | |
$ | 8,392 | |
| | |
| | | |
| | |
| MR Total operating days 1 | |
| 392 | | |
| 264 | |
| MR Daily Time Charter Equivalent rate 1, 3 | |
$/d | 23,508 | | |
$/d | 31,790 | |
| Average number of MR vessels 1 | |
| 4.9 | | |
| 3.0 | |
| Dry-bulk fleet | |
Three months ended March 31, | |
| (Amounts in thousands of U.S. dollars, except for daily TCE rates) | |
2023 | | |
2024 | |
| | |
| | |
| |
| Dry-bulk Revenues, net 2 | |
| n/a | | |
$ | 2,117 | |
| Dry-bulk Voyage related costs and commissions 2 | |
| n/a | | |
| (355 | ) |
| Dry-bulk charter equivalent revenues 2, 3 | |
| n/a | | |
$ | 1,762 | |
| | |
| | | |
| | |
| Dry-bulk Total operating days 2 | |
| n/a | | |
| 104 | |
| Dry-bulk Daily Time Charter Equivalent rate 2,3 | |
| n/a | | |
$/d | 16,950 | |
| Average number of Dry-bulk vessels 2 | |
| n/a | | |
| 1.5 | |
| Total fleet | |
Three months ended March 31, | |
| (Amounts in thousands of U.S. dollars, except for daily TCE rates) | |
2023 | | |
2024 | |
| | |
| | |
| |
| Revenues, net 1, 2 | |
$ | 11,616 | | |
$ | 11,805 | |
| Voyage related costs and commissions 1, 2 | |
| (2,401 | ) | |
| (1,650 | ) |
| Time Charter equivalent revenues 1, 2, 3 | |
$ | 9,215 | | |
$ | 10,155 | |
| | |
| | | |
| | |
| Total operating days 1, 2 | |
| 392 | | |
| 368 | |
| Daily Time Charter Equivalent rate 1, 2, 3 | |
$/d | 23,508 | | |
$/d | 27,596 | |
| Average number of vessels 1,2 | |
| 4.9 | | |
| 4.5 | |
| Total Fleet Ownership days | |
| 442 | | |
| 409 | |
1
a) The eco-modified MR “Pyxis Malou” was sold to an unaffiliated buyer on March 23, 2023.
b)
The eco-efficient MR “Pyxis Epsilon” was sold to an unaffiliated buyer on December 15, 2023.
2
a) The dry-bulker “Konkar Ormi” was delivered on September 14, 2023 and commenced her initial charter on October 5,
2023.
b)
The dry-bulker “Konkar Asteri” was delivered on February 15, 2024 and commenced her initial charter on February 29, 2024.
3
Subject to rounding; please see “Non-GAAP Measures and Definitions” below.
Management’s
Discussion & Analysis of Financial Results for the Three Months ended March 31, 2023 and 2024
(Amounts
are presented in million U.S. dollars, rounded to the nearest one hundred thousand, except daily TCE rates and as otherwise noted)
Revenues,
net: Revenues, net of $11.8 million for the three months ended March 31, 2024, represented an increase of $0.2 million, or 1.6%,
from $11.6 million in the comparable period of 2023. In the first quarter of 2024, our average daily TCE rate for our MR fleet was $31,790,
a $8,282 per day increase from $23,508 for the same period in 2023. These changes were the result of higher demurrage income due to spot
chartering activity in the first quarter of 2024 and better market conditions. In the first quarter of 2024, our MR’s generated
utilization of 96.7% in comparison to 89.5% in the same period of 2023. Our dry-bulk carriers for the first quarter of 2024 achieved
an average daily TCE rate of $16,950 with 76.5% utilization due to the start-up of the”Konkar Asteri”. Total fleet
ownership days in the first quarter of 2024 were 409 on an average of 4.5 vessels compared with 442 days on an average of 4.9 vessels
for the same period of 2023. This decrease was due to the sales of the “Pyxis Malou” in March 2023 and “Pyxis
Epsilon” in December 2023 counterbalanced by the acquisition of the new dry-bulk carriers “Konkar Ormi”
and “Konkar Asteri” in September 2023 and February 2024, respectively.
Voyage
related costs and commissions: Voyage related costs and commissions of $1.7 million in the first quarter of 2024, represented
a decrease of $0.8 million, or 31.3%, from $2.4 million in the same period of 2023, primarily as a result of fewer spot employment days
for our vessels, including idle days, from 122 days in the first quarter in 2023 to 91 days in the same period of 2024. Under spot charters,
all voyage expenses are typically borne by us rather than the charterer and a decrease in spot employment results in decreased voyage
related costs and commissions.
Vessel
operating expenses: Vessel operating expenses of $3.1 million for the three-month period ended March 31, 2024, represented a
decrease of $0.3 million, or 8.1% compared to 2023, and reflected slightly fewer vessel ownership days partially offset by inflationary
cost pressures.
General
and administrative expenses: General and administrative expenses of $0.7 million for the first quarter of 2024 decreased by 44.0%
compared to $1.3 million in the same period of 2023. The decrease was attributable mainly to the previous year’s performance bonus
of $0.6 million paid to our ship management company, Pyxis Maritime Corp. (“Maritime”), an entity affiliated with our Chairman
and Chief Executive Officer, Mr. Valentis.
Management
fees: For the three months ended March 31, 2024, management fees charged by our tanker ship manager, “Maritime”,
our dry-bulk ship manager Konkar Shipping Agencies S.A. (“Konkar Agencies”), both affiliated entities of our Chairman and
Chief Executive Officer, Mr. Valentis, and from International Tanker Management Ltd. (“ITM”), the technical manager of our
MRs, decreased by less than $0.1 million, reflecting 33 fewer vessel ownership days compared to the same period in 2023.
Amortization
of special survey costs: Amortization of special survey costs of $0.1 million for the quarter ended March 31, 2024, remained
flat compared to the same period of 2023.
Depreciation:
Depreciation of $1.5 million for the quarter that ended March 31, 2024, represents an increase of $0.1 million, or 4.2% compared
to $1.4 million in 2023 and reflects, the period’s depreciation for the newly acquired bulker vessels “Konkar Ormi”
and “Konkar Asteri”offset by depreciation ceasing of the sold tankers “Pyxis Malou” and “Pyxis
Epsilon”.
Gain
from the sale of vessels, net: During the three months ended March 31, 2023, we recorded a net gain of $8.0 million related to
the sale of our oldest MR tanker, the “Pyxis Malou”, compared to nil for the same period in 2024.
Loss
from debt extinguishment: During the three months ended March 31, 2023, we recorded a loss from debt extinguishment of approximately
$0.3 million reflecting the write-off of the remaining unamortized balance of deferred financing costs associated with the loan repayments
of the “Pyxis Malou”, which was sold on March 23, 2023, and “Pyxis Karteria”, which was refinanced
during the same quarter. In the first quarter ended March 31, 2024, we didn’t incur any similar costs.
Interest
and finance costs: Interest and finance costs for the quarter ended March 31, 2024, were $1.5 million, compared to $1.4 million
in the comparable period in 2023, an increase of $0.1 million, or 4.4%. This increase was attributed to higher LIBOR/SOFR referenced
interest rates paid on all the floating rate bank debt offset by lower average debt levels. On February 15, 2024, the Company completed
the debt financing of the new dry-bulk carrier “Konkar Asteri”, our 2015 built Kamsarmax with a $14.5 million five
year secured loan from an existing lender. The loan is priced at SOFR plus 2.35%.
Interest
income: Interest income of $0.7 million was received during the quarter ended March 31, 2024 from the Company’s short term
time deposits. The amount for the same period in 2023 was nil.
Interim
Consolidated Statements of Comprehensive Net Income
For
the three months ended March 31, 2023 and 2024
(Expressed
in thousands of U.S. dollars, except for share and per share data)
| | |
Three months ended March 31, | |
| | |
2023 | | |
2024 | |
| | |
| | |
| |
| Revenues, net | |
$ | 11,616 | | |
$ | 11,805 | |
| | |
| | | |
| | |
| Expenses: | |
| | | |
| | |
| Voyage related costs and commissions | |
| (2,400 | ) | |
| (1,650 | ) |
| Vessel operating expenses | |
| (3,337 | ) | |
| (3,067 | ) |
| General and administrative expenses | |
| (1,305 | ) | |
| (731 | ) |
| Management fees, related parties | |
| (166 | ) | |
| (226 | ) |
| Management fees, other | |
| (248 | ) | |
| (122 | ) |
| Amortization of special survey costs | |
| (85 | ) | |
| (97 | ) |
| Depreciation | |
| (1,402 | ) | |
| (1,461 | ) |
| Gain from the sale of vessels, net | |
| 8,018 | | |
| — | |
| Operating income | |
| 10,691 | | |
| 4,451 | |
| | |
| | | |
| | |
| Other expenses, net: | |
| | | |
| | |
| Loss from debt extinguishment | |
| (287 | ) | |
| — | |
| Loss from financial derivative instruments | |
| (59 | ) | |
| — | |
| Interest and finance costs | |
| (1,430 | ) | |
| (1,493 | ) |
| Interest income | |
| — | | |
| 654 | |
| Total other expenses, net | |
| (1,776 | ) | |
| (839 | ) |
| | |
| | | |
| | |
| Net income | |
$ | 8,915 | | |
$ | 3,612 | |
| | |
| | | |
| | |
| Loss attributable to non-controlling interest | |
| — | | |
| 38 | |
| Net income attributable to Pyxis Tankers Inc. | |
$ | 8,915 | | |
$ | 3,650 | |
| | |
| | | |
| | |
| Dividend Series A Convertible Preferred Stock | |
| (219 | ) | |
| (209 | ) |
| Net income attributable to common shareholders | |
$ | 8,696 | | |
$ | 3,441 | |
| | |
| | | |
| | |
| Income per common share, basic | |
$ | 0.81 | | |
$ | 0.33 | |
| Income per common share, diluted | |
$ | 0.71 | | |
$ | 0.30 | |
| | |
| | | |
| | |
| Weighted average number of common shares, basic | |
| 10,706,972 | | |
| 10,508,560 | |
| Weighted average number of common shares, diluted | |
| 12,602,547 | | |
| 12,328,849 | |
Consolidated
Balance Sheets
As
of December 31, 2023 and March 31, 2024
(Expressed
in thousands of U.S. dollars, except for share and per share data)
| | |
December 31, | | |
March 31, | |
| | |
2023 | | |
2024 | |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT ASSETS: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 34,539 | | |
$ | 24,304 | |
| Short-term investment in time deposits | |
| 20,000 | | |
| 22,500 | |
| Inventories | |
| 957 | | |
| 2,941 | |
| Trade accounts receivable, net | |
| 4,964 | | |
| 4,187 | |
| Due from related parties | |
| 194 | | |
| — | |
| Prepayments and other current assets | |
| 226 | | |
| 535 | |
| Total current assets | |
| 60,880 | | |
| 54,467 | |
| | |
| | | |
| | |
| FIXED ASSETS, NET: | |
| | | |
| | |
| Vessels, net | |
| 99,273 | | |
| 124,455 | |
| Advance for vessel acquisition | |
| 2,663 | | |
| — | |
| Total fixed assets, net | |
| 101,936 | | |
| 124,455 | |
| | |
| | | |
| | |
| OTHER NON-CURRENT ASSETS: | |
| | | |
| | |
| Restricted cash, net of current portion | |
| 1,800 | | |
| 2,150 | |
| Deferred dry-dock and special survey costs, net | |
| 1,622 | | |
| 1,529 | |
| Prepayments and other non-current assets | |
| 75 | | |
| 75 | |
| Total other non-current assets | |
| 3,497 | | |
| 3,754 | |
| Total assets | |
$ | 166,313 | | |
$ | 182,676 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT LIABILITIES: | |
| | | |
| | |
| Current portion of long-term debt, net of deferred financing costs | |
$ | 5,580 | | |
$ | 6,501 | |
| Trade accounts payable | |
| 1,695 | | |
| 1,630 | |
| Due to related parties | |
| 990 | | |
| 1,282 | |
| Hire collected in advance | |
| 1,173 | | |
| 848 | |
| Accrued and other liabilities | |
| 646 | | |
| 1,048 | |
| Total current liabilities | |
| 10,084 | | |
| 11,309 | |
| | |
| | | |
| | |
| NON-CURRENT LIABILITIES: | |
| | | |
| | |
| Long-term debt, net of current portion and deferred financing costs | |
| 55,370 | | |
| 67,280 | |
| Total non-current liabilities | |
| 55,370 | | |
| 67,280 | |
| | |
| | | |
| | |
| COMMITMENTS AND CONTINGENCIES | |
| — | | |
| — | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY: | |
| | | |
| | |
| Preferred stock ($0.001 par value; 50,000,000 shares authorized; of which 1,000,000 authorized Series A Convertible Preferred Shares; 403,631 Series A Convertible Preferred Shares issued and outstanding as at December 31, 2023 and 403,631 at March 31, 2024) | |
| — | | |
| — | |
| Common stock ($0.001 par value; 450,000,000 shares authorized; 10,542,547 shares issued and outstanding as at December 31, 2023 and 10,497,990 at March 31, 2024, respectively) | |
| 11 | | |
| 11 | |
| Additional paid-in capital | |
| 110,799 | | |
| 110,610 | |
| Accumulated deficit | |
| (14,270 | ) | |
| (10,815 | ) |
| Total equity attributable to Pyxis Tankers Inc. and subsidiaries | |
| 96,540 | | |
| 99,806 | |
| Non-controlling interest | |
| 4,319 | | |
| 4,281 | |
| Total stockholders’ equity | |
| 100,859 | | |
| 104,087 | |
| Total liabilities and stockholders’ equity | |
$ | 166,313 | | |
$ | 182,676 | |
Interim
Consolidated Statements of Cash Flows
For
the three months ended March 31, 2023 and 2024
(Expressed
in thousands of U.S. dollars)
| | |
Three
months ended March 31, | |
| | |
2023 | | |
2024 | |
| Cash
flows from operating activities: | |
| | | |
| | |
| Net
income | |
$ | 8,915 | | |
$ | 3,612 | |
| Adjustments
to reconcile net loss to net cash provided by operating activities: | |
| | | |
| | |
| Depreciation | |
| 1,402 | | |
| 1,461 | |
| Amortization
and write-off of special survey costs | |
| 85 | | |
| 97 | |
| Amortization
and write-off of financing costs | |
| 69 | | |
| 55 | |
| Amortization
of restricted common stock grants | |
| — | | |
| 8 | |
| Loss
from debt extinguishment | |
| 287 | | |
| — | |
| Loss
from financial derivative instrument | |
| 59 | | |
| — | |
| Gain
on sale of vessels, net | |
| (8,018 | ) | |
| — | |
| Changes
in assets and liabilities: | |
| | | |
| | |
| Inventories | |
| 1,017 | | |
| (1,984 | ) |
| Due
from related parties | |
| 79 | | |
| 486 | |
| Trade
accounts receivable, net | |
| 5,482 | | |
| 777 | |
| Prepayments
and other assets | |
| (453 | ) | |
| (309 | ) |
| Insurance
claim receivable | |
| 320 | | |
| — | |
| Special
survey cost | |
| (260 | ) | |
| (4 | ) |
| Trade
accounts payable | |
| 72 | | |
| (66 | ) |
| Hire
collected in advance | |
| (2,133 | ) | |
| (325 | ) |
| Accrued
and other liabilities | |
| (354 | ) | |
| 403 | |
| Net
cash provided by operating activities | |
$ | 6,569 | | |
$ | 4,211 | |
| | |
| | | |
| | |
| Cash
flow from investing activities: | |
| | | |
| | |
| Proceeds
from the sale of vessel, net | |
| 24,292 | | |
| — | |
| Vessel
acquisition | |
| — | | |
| (23,963 | ) |
| Vessel
additions | |
| — | | |
| (17 | ) |
| Short-term
investment in time deposits | |
| — | | |
| (2,500 | ) |
| Net
cash provided by/(used in) investing activities | |
$ | 24,292 | | |
$ | (26,480 | ) |
| | |
| | | |
| | |
| Cash
flows from financing activities: | |
| | | |
| | |
| Proceeds
from long-term debt | |
| 15,500 | | |
| 14,500 | |
| Repayment
of long-term debt | |
| (20,215 | ) | |
| (1,582 | ) |
| Repayment
of promissory note | |
| (6,000 | ) | |
| — | |
| Financial
derivative instrument | |
| 561 | | |
| — | |
| Payment
of financing costs | |
| (144 | ) | |
| (142 | ) |
| Preferred
stock dividends paid | |
| (207 | ) | |
| (195 | ) |
| Common
stock re-purchase program | |
| — | | |
| (197 | ) |
| Net
cash (used in)/provided by financing activities | |
$ | (10,505 | ) | |
$ | 12,384 | |
| | |
| | | |
| | |
| Net
increase/(decrease) in cash and cash equivalents and restricted cash | |
| 20,356 | | |
| (9,885 | ) |
| Cash
and cash equivalents and restricted cash at the beginning of the period | |
| 10,189 | | |
| 36,339 | |
| Cash
and cash equivalents and restricted cash at the end of the period | |
$ | 30,545 | | |
$ | 26,454 | |
| | |
| | | |
| | |
| SUPPLEMENTAL
INFORMATION: | |
| | | |
| | |
| Cash
paid for interest | |
$ | 1,707 | | |
$ | 1,295 | |
Liquidity,
Debt and Capital Structure
Pursuant
to our loan agreements, as of March 31, 2024, we were required to maintain a minimum cash balance of $2.15 million. Total cash and cash
equivalents, including the minimum liquidity and cash that has been classified as a short-term investment in time deposits, aggregated
$49.0 million as of March 31, 2024.
| | |
December 31, | | |
March 31, | |
| | |
2023 | | |
2024 | |
| Funded debt, net of deferred financing costs | |
$ | 60,950 | | |
$ | 73,781 | |
| Total funded debt | |
$ | 60,950 | | |
$ | 73,781 | |
On
March 31, 2024, our weighted average interest rate on our total funded debt for the three months ended March 31, 2024 was 8.17% and we
had short-term interest-bearing money market investments of $43.4 million. Our next loan maturity is scheduled for July 2025 with a balloon
principal payment of $9.55 million due on the “Pyxis Theta”.
On
February 15, 2024, the Company completed the acquisition of an 82,013 dwt dry-bulk vessel built in 2015 at Jiangsu New Yangzi Shipbuilding.
The $26.625 million purchase price of the eco-efficient Kamsarmax was funded by a combination of secured bank debt of $14.5 million and
cash on hand. The five year amortizing bank loan is priced at SOFR plus 2.35% and is secured by, among other things, the vessel. The
vessel has been named the “Konkar Asteri” and commenced its commercial operations on February 29, 2024.
On
March 31, 2024, we had a total of 10,497,990 common shares issued and outstanding of which 54.6% beneficially owned by Mr. Valentis,
403,631 Preferred Shares (NASDAQ Cap Mkts: PXSAP), which have conversion price of $5.60, and 1,591,062 warrants (NASDAQ Cap Mkts: PXSAW),
which have an exercise price of $5.60, (excluding non-tradeable underwriter’s common stock purchase warrants of which 107,143 and
3,460 have exercise prices of $8.75 and $5.60, respectively, and 2,000 and 2,683 Preferred Shares purchase warrants which have an exercise
price of $24.92 and $25.00 per share, respectively).
During
the quarter ended March 31, 2024, we repurchased 44,557 common shares at an average price of $4.42 per share, including brokerage commissions,
utilizing $197 under the authorized $2.0 million re-purchase program.
Results
of Annual Meeting of Shareholders of May 16, 2024
At
the scheduled annual 2024 shareholder meeting, the Company’s shareholders re-elected Mr. Valentios Valentis as Class I Director
to serve for a term of three years until the 2027 annual meeting.
Subsequent
Events
Subsequent
of the first quarter ended March 31, 2024, and as of May 16, 2024, we repurchased additional 39,223 common shares at an average price
of $4.66 per share, including brokerage commissions, utilizing additional $183 thousand under the authorized $2.0 million re-purchase
program. As of that date, we have spent $1.6 million in aggregate to acquire a total of 415,371 common shares.
On
May 16, 2024, our BOD approved (i) an incremental $1.0 million in common share repurchase authority under the Company’s the common
share re-purchase program for the 12-month period ending May 16, 2025 and (ii) the Company’s redemption of 100,000 of the outstanding
Preferred Shares with an aggregate liquidation preference of $2.5 million, plus accrued dividends, on June 20, 2024. Upon redemption,
the 100,000 PXSAP shares will be cancelled by the Company and cash dividends in respect of these shares will no longer be payable. After
this partial redemption, there will be 303,631 PXSAP shares outstanding, which are convertible into 1,354,204 common shares, if fully
converted, a reduction of 446,429 fully-diluted common shares.
On
May 16th, the BOD also approved the investment in a joint venture agreement to purchase an 82,000 dwt dry-bulk vessel built
in 2015 at Jiangsu New Yangzi Shipbuilding. The eco-efficient Kamsarmax, fitted with a ballast water treatment system, has a purchase
price of $30.0 million which is expected to be funded by a combination of bank debt, cash and the issuance of restricted common stock.
Our Chairman & CEO, Mr. Valentis, as one of the sellers of the Vessel, has agreed to receive $1.5 million of restricted shares of
the Company as part of his portion of the purchase consideration. The Vessel owning subsidiary, which will be controlled by the Company
through its 60% ownership is expected to enter into a new $16.5 million secured five-year amortizing term loan. The Vessel will remain
the “Konkar Venture” and continue under management with Konkar Shipping Agencies. We expect the bank loan to be priced
at a rate of SOFR plus 2.15% will be provided by one of our existing lenders. The balance of the purchase price, Vessel working capital,
transaction fees and other closing costs will be funded in total cash of $13.2 million of which the Company will invest $7.3 million.
As a further sign of commitment to the Company, Mr. Valentis has agreed to re-invest $5.9 million in cash for the 40% minority interest
in the new joint venture. It is anticipated that the acquisition of the “Konkar Venture”, which is subject to customary
closing conditions, will be completed in June, 2024.
Non-GAAP
Measures and Definitions
Earnings
before interest, taxes, depreciation and amortization (“EBITDA”) represent the sum of net income, interest and finance costs,
depreciation and amortization and, if any, income taxes during a period. Adjusted EBITDA represents EBITDA before certain non-operating
charges, such as interest income, loss from debt extinguishment, loss from financial derivative instrument and gain from sales of vessels.
EBITDA and Adjusted EBITDA are not recognized measurements under U.S. GAAP.
EBITDA
and Adjusted EBITDA are presented in this press release as we believe that they provide investors with means of evaluating and understanding
how our management evaluates operating performance. These non-GAAP measures have limitations as analytical tools, and should not be considered
in isolation from, as a substitute for, or superior to financial measures prepared in accordance with U.S. GAAP. EBITDA and Adjusted
EBITDA do not reflect:
| |
● |
our
cash expenditures, or future requirements for capital expenditures or contractual commitments; |
| |
● |
changes
in, or cash requirements for, our working capital needs; and |
| |
● |
cash
requirements necessary to service interest and principal payments on our funded debt. |
In
addition, these non-GAAP measures do not have standardized meanings and are therefore unlikely to be comparable to similar measures presented
by other companies. The following table reconciles net income, as reflected in the Unaudited Consolidated Statements of Comprehensive
Net Income to EBITDA and Adjusted EBITDA:
| (Amounts in thousands of U.S. dollars) | |
Three months ended March 31, | |
| Reconciliation of Net Income to EBITDA and Adjusted EBITDA | |
2023 | | |
2024 | |
| | |
| | |
| |
| Net income | |
$ | 8,915 | | |
$ | 3,612 | |
| | |
| | | |
| | |
| Depreciation | |
| 1,402 | | |
| 1,461 | |
| | |
| | | |
| | |
| Amortization of special survey costs | |
| 85 | | |
| 97 | |
| | |
| | | |
| | |
| Interest and finance costs | |
| 1,430 | | |
| 1,493 | |
| | |
| | | |
| | |
| EBITDA | |
$ | 11,832 | | |
$ | 6,663 | |
| | |
| | | |
| | |
| Interest income | |
| — | | |
| (654 | ) |
| | |
| | | |
| | |
| Loss from debt extinguishment | |
| 287 | | |
| — | |
| | |
| | | |
| | |
| Loss from financial derivative instrument | |
| 59 | | |
| — | |
| | |
| | | |
| | |
| Gain from the sale of vessels, net | |
| (8,018 | ) | |
| — | |
| | |
| | | |
| | |
| Adjusted EBITDA | |
$ | 4,160 | | |
$ | 6,009 | |
Daily
TCE is a shipping industry performance measure of the average daily revenue performance of a vessel on a per voyage basis. We utilize
daily 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 daily TCE to assist them in making decisions regarding the employment of the vessels. TCE Revenues are calculated
by presenting Revenues, net after deducting Voyage related costs and commissions. We calculate daily TCE by dividing TCE Revenues, 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.
TCE Revenues and daily TCE are not calculated in accordance with U.S. GAAP.
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 utilization (“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 minimize
the number 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.
EBITDA,
Adjusted EBITDA, Opex and daily TCE are not recognized measures under U.S. GAAP and should not be regarded as substitutes for Revenues,
net and Net income. Our presentation of EBITDA, Adjusted EBITDA, Opex and daily TCE does not imply, and should not be construed as an
inference, that our future results will be unaffected by unusual or non-recurring items and should not be considered in isolation or
as a substitute for a measure of performance prepared in accordance with U.S. GAAP.
Recent
Daily Fleet Data:
| (Amounts in U.S. dollars per day) | |
| |
Three months ended March 31, | |
| | |
| |
2023 | | |
2024 | |
| Eco-Efficient MR2: (2024: 3 vessels) | |
| |
| | | |
| | |
| (2023: 4 vessels) | |
Daily TCE : | |
| 24,809 | | |
| 31,790 | |
| | |
Opex per day: | |
| 7,281 | | |
| 7,221 | |
| | |
Utilization % : | |
| 91.9 | % | |
| 96.7 | % |
| Eco-Modified MR2: (2023: 1 vessel) | |
| |
| | | |
| | |
| | |
Daily TCE : | |
| 16,965 | | |
| n/a | |
| | |
Opex per day: | |
| 8,751 | | |
| n/a | |
| | |
Utilization % : | |
| 79.3 | % | |
| n/a | |
| MR Fleet: (2024: 3 vessels) * | |
| |
| | | |
| | |
| (2023: 5 vessels) * | |
Daily TCE : | |
| 23,508 | | |
| 31,790 | |
| | |
Opex per day: | |
| 7,554 | | |
| 7,221 | |
| | |
Utilization % : | |
| 89.5 | % | |
| 96.7 | % |
| | |
| |
| | | |
| | |
| Average number of MR vessels * | |
| |
| 4.9 | | |
| 3.0 | |
| | |
| |
| | | |
| | |
| Dry-bulk Ultramax: (2024: 2 vessel) | |
| |
| | | |
| | |
| | |
Daily TCE : | |
| n/a | | |
| 16,950 | |
| | |
Opex per day: | |
| n/a | | |
| 7,927 | |
| | |
Utilization % : | |
| n/a | | |
| 76.5 | % |
| | |
| |
| | | |
| | |
| Average number of Dry-bulk vessels * | |
| |
| n/a | | |
| 1.5 | |
| | |
| |
| | | |
| | |
| Total Fleet: (2024: 5 vessels) * | |
| |
| | | |
| | |
| (2023: 5 vessels) * | |
Daily TCE : | |
| 23,508 | | |
| 27,596 | |
| | |
Opex per day: | |
| 7,554 | | |
| 7,456 | |
| | |
Utilization % : | |
| 89.5 | % | |
| 90.0 | % |
| | |
| |
| | | |
| | |
| Average number of vessels * | |
| |
| 4.9 | | |
| 4.5 | |
As
of May 16, 2024, our fleet consisted of three eco-efficient MR2 tankers, “Pyxis Lamda”, “Pyxis Theta”,
“Pyxis Karteria”, and two dry-bulk vessels, “Konkar Ormi” delivered to our joint venture on September
14, 2023, and “Konkar Asteri” delivered on February 15, 2024. During 2023 and 2024, the vessels in our fleet were
employed under time and spot charters.
*
a) The Eco-Modified MR “Pyxis Malou” was sold to an unaffiliated buyer on March 23, 2023.
b) The Eco-Modified MR “Pyxis Epsilon” was sold to an unaffiliated buyer on December 15, 2023.
c) The dry-bulker “Konkar Ormi” was delivered on September 14, 2023 and commenced her initial charter on October 5, 2023.
d) The dry-bulker “Konkar Asteri” was delivered on February 15, 2024 and commenced her initial charter on February 29, 2024.
Conference
Call and Webcast
Today,
Tuesday, May 21, 2024, at 8:30 a.m. Eastern Time, the Company’s management will host a conference call to discuss the results.
Participants
should dial into the call 10 minutes before the scheduled time using the following numbers: +1 877 405 1226 (US Toll-Free Dial In) or
+1 201 689 7823 (US and Standard International Dial In). Please quote “Pyxis Tankers” to the operator and/or conference ID
13746734. Click here for additional International Toll-Free access numbers.
Alternatively,
participants can register for the call using the call me option for a faster connection to join the conference call. You can enter your
phone number and let the system call you right away. Click here for the call me option.
A
webcast of the conference call will be available through our website (http://www.pyxistankers.com) under our Events Presentations
page. A telephonic replay of the conference and accompanying slides will be available following the completion of the call and will remain
available until Tuesday, May 28, 2024. None of the information contained on our website is incorporated into or forms a part of this
report.
Webcast
participants of the live conference call should register on the website approximately 10 minutes prior to the start of the webcast and
can also access it through the following link:
https://www.webcaster4.com/Webcast/Page/2976/50636
Pyxis
Tankers Fleet (as of May 16, 2024)
| Vessel Name | |
Shipyard | |
Vessel type | |
Carrying Capacity (dwt) | | |
Year Built | |
Type of charter | |
Charter (1) Rate
(per day) | |
Anticipated Earliest Redelivery Date |
| | |
| |
| |
| | |
| |
| |
| |
|
| Product Tanker Fleet | |
| |
| | | |
| |
| |
| |
|
| Pyxis Lamda | |
SPP / S. Korea | |
MR2 Tanker | |
| 50,145 | | |
2017 | |
Spot | |
n/a | |
n/a |
| Pyxis Theta (2) | |
SPP / S. Korea | |
MR2 Tanker | |
| 51,795 | | |
2013 | |
Time | |
29,000 | |
Aug 2024 |
| Pyxis Karteria (3) | |
Hyundai / S. Korea | |
MR2 Tanker | |
| 46,652 | | |
2013 | |
Time | |
34,500 | |
Sep 2024 |
| | |
| |
| |
| 148,592 | | |
| |
| |
| |
|
| Dry-bulk Fleet | |
| |
| |
| | | |
| |
| |
| |
|
| Konkar Ormi (4) | |
SKD / Japan | |
Ultramax | |
| 63,520 | | |
2016 | |
Time | |
18,250 | |
Jul 2024 |
| Konkar Asteri (5) | |
JNYS / China | |
Kamsarmax | |
| 82,013 | | |
2015 | |
Time | |
18,500 | |
Jul 2024 |
| | |
| |
| |
| 145,533 | | |
| |
| |
| |
|
1)
These tables present gross rates in U.S.$ and do not reflect any commissions payable.
2)
“Pyxis Theta” is fixed on a time charter for a minimum of 11 maximum of 15 months, at $29,000 per day.
3)
“Pyxis Karteria” was fixed on a time charter for a minimum of 6 maximum of 9 months, at $34,500 per day.
4)
“Konkar Ormi” was fixed on a time charter for 65 – 75 days, at $18,250 per day.
5)
“Konkar Asteri” was fixed on time charter for 95 – 105 days, at $18,500 per day.
About
Pyxis Tankers Inc.
The
Company currently owns a modern fleet of mid-sized eco-vessels consisting of three MR product tankers, one Kamsarmax bulk carrier and
a controlling interest in a single ship Ultramax dry-bulk venture engaged in seaborne transportation of a broad range of refined petroleum
products and dry-bulk commodities. The Company is positioned to opportunistically expand and maximize its fleet of eco-efficient vessels
due to significant capital resources, competitive cost structure, strong customer relationships and an experienced management team whose
interests are aligned with those of its shareholders. For more information, visit: http://www.pyxistankers.com. The information on the
Company’s website is not incorporated into and does not form a part of this release.
Forward
Looking Statements
This
press release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995 in order to encourage companies to provide prospective information about their business. These statements
include statements about our plans, strategies, goals financial performance, prospects or future events or performance and involve known
and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from
those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use
of words such as “may,” “could,” “expects,” “seeks,” “predict,” “schedule,”
“projects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,”
“targets,” “continue,” “contemplate,” “possible,” “likely,” “might,”
“will, “should,” “would,” “potential,” and variations of these terms and similar expressions,
or the negative of these terms or similar expressions. All statements that are not statements of either historical or current facts,
including among other things, our expected financial performance, expectations or objectives regarding future and market charter rate
expectations and, in particular, the effects of the war in the Ukraine and the Red Sea conflict, on our financial condition and operations
as well as the nature of the product tanker and dry-bulk industries, in general, are forward-looking statements. Such forward-looking
statements are necessarily based upon estimates and assumptions. Although the Company believes that these assumptions were reasonable
when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible
to predict and are beyond the Company’s control, the Company cannot assure you that it will achieve or accomplish these expectations,
beliefs or projections. The Company’s actual results may differ, possibly materially, from those anticipated in these forward-looking
statements as a result of certain factors, including changes in the Company’s financial resources and operational capabilities
and as a result of certain other factors listed from time to time in the Company’s filings with the U.S. Securities and Exchange
Commission. The Company is reliant on certain independent and affiliated managers for its operations, including most recently an affiliated
private company, Konkar Shipping Agencies, S.A., for the management of its dry-bulk vessels. For more information about risks and uncertainties
associated with our business, please refer to our filings with the U.S. Securities and Exchange Commission, including without limitation,
under the caption “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023. We caution
you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake
no obligation to update publicly any information in this press release, including forward-looking statements, to reflect actual results,
new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to
the extent required by applicable laws.
Company
Pyxis
Tankers Inc.
59 K. Karamanli Street
Maroussi,
15125 Greece
info@pyxistankers.com
Visit
our website at www.pyxistankers.com
Company
Contact
Henry
Williams
Chief Financial Officer
Tel: +30 (210) 638 0200 / +1 (516) 455-0106
Email: hwilliams@pyxistankers.com
Exhibit
99.3
Pyxis
Tankers Announces Joint Venture Agreement to Acquire Modern Dry-Bulk Vessel,
Expansion
of Common Share Repurchase Program & Partial Redemption of Series A Cumulative Convertible Preferred Stock
Maroussi,
Greece – May 21, 2024 – Pyxis Tankers Inc. (NASDAQ Cap Mkts: PXS), (“we”, “our”, “us”,
the “Company” or “Pyxis Tankers”), an international shipping company, announced today key strategic and financial
actions to further enhance its shareholder value.
| |
1. |
The
Company has entered into an agreement with a group of sellers, including the Company’s Chairman and Chief Executive Officer,
Mr. Eddie Valentis, to acquire, through a joint venture, an eco-efficient Kamsarmax (82,000 dwt), dry-bulk vessel built in 2015 at
Jiangsu New Yangzi Shipbuilding fitted with a ballast water treatment system (“the Vessel”). The purchase price of the
Vessel, the “Konkar Venture”, is $30.0 million, which, in conjunction with Vessel working capital and transaction
fees and expenses, is expected to be funded by $16.5 million of bank debt, $13.2 million of total cash and the new issuance of $1.5
million of restricted common shares of the Company. The Company, through the Vessel owning subsidiary, expects to enter into a new
5 year amortizing term loan with one of its existing lenders that will be secured by the Vessel and bears interest at SOFR plus 2.15%.
As a further sign of commitment to the Company, entities controlled by Mr. Valentis have agreed to re-invest $5.9 million in cash
for a 40% minority interest in the Vessel owning subsidiary, with the Company owning the 60% majority interest through an investment
of $7.3 million in cash and $1.5 million of restricted common shares of the Company (the “Shares”). The number of Shares
to be issued will be calculated based on the greater of (a) $5.60 or (b) the average of (i) the average of the closing daily volume
weighted average prices (“VWAPs”) for the five-day period immediately before the public announcement of the Vessel acquisition
and (ii) the average of the closing daily VWAPs for the five-day period immediately after the public announcement of the Vessel acquisition.
The Shares shall be restricted from sale for a period of one year from issuance. The acquisition of the “Konkar Venture”,
which was unanimously approved by the Company’s independent and disinterested directors, is subject to customary closing
conditions and is expected to be completed in June 2024. |
| |
2. |
After
a comprehensive review of the results of the Company’s common share re-purchase program over the past year, the Company’s
board of directors (the “Board”) approved an increase of $1.0 million in incremental common share repurchase authority
for a period of 12 months expiring on May 16, 2025, bringing the Company’s total share repurchase authority to $1.4 million.
The common share repurchase program does not require the Company to purchase a specific number or amount of common shares, and may
be suspended or re-instated at any time at the Company’s discretion and without notice. The initial $2.0 million program was
put in place in May, 2023, and as of May 16, 2024, the Company had spent a total of $1.6 million, including commissions, to acquire
a total of 415,371 common shares of the Company. At that date, there were 10,458,767 common shares of the Company outstanding. |
| |
3. |
The
Board also approved the Company’s redemption of 100,000 shares of our Series A Cumulative Convertible Preferred Stock (the
“Preferred Shares”) (NASDAQ Cap Mkts: PXSAP). A redemption date of June 20, 2024 (the “Redemption Date”)
has been established and the Preferred shareholders who have been selected for the redemption will be notified. Pursuant to the Certificate
of Designation, the redemption price is 100% of the Liquidation Preference of the Preferred Shares of $25.00, plus accrued dividends
up to, but not including the Redemption Date. Upon redemption, the 100,000 PXSAP shares will be cancelled by the Company and cash
dividends in respect of these shares will no longer be payable. After this partial redemption, there will be 303,631 PXSAP shares
outstanding, which are convertible into 1,354,204 common shares, if fully converted, a reduction of 446,429 in fully-diluted common
shares. |
Mr.
Eddie Valentis, Chairman and Chief Executive Officer of the Company, commented: “Secondhand values for modern eco-efficient
product tankers continue to appreciate unabated. In our opinion, current asset prices are prohibitively high for fleet expansion of our
MR’s. In our commitment to enhancing shareholder value, we have continued to improve our balance sheet, repurchased common shares
and selectively expanded our footprint in the dry-bulk sector. After due consideration, the independent and disinterested members of
the Board unanimously approved the acquisition of the “Konkar Venture”, which is the sister ship of our 2015 built
“Konkar Asteri”. We will own 60% of this joint venture and the remaining 40% will be owned by a company related to
our Chairman and Chief Executive Officer, Mr. Valentis, who will reinvest $5.9 million in cash and receive $1.5 million in restricted
shares of the Company as part of his portion of the Vessel purchase consideration. The Vessel will continue to be managed by Konkar Shipping
Services, S.A., a company that is also related to Mr. Valentis, thereby minimizing acquisition risk and assuring smooth operational integration
to our expanding fleet. Similar to the joint venture of the “Konkar Ormi”, we believe this counter-cyclical investment
opportunity should provide attractive returns to us through a well-managed structure.
As
described elsewhere in this release, since the start of our common share repurchase program one year ago, we have acquired 415,371 common
shares, which represented approximately 9% of our public common shares that not owned by Company insiders. In addition, our redemption
of approximately 25% of the outstanding Preferred Shares will lower our monthly cash dividend payments, but more importantly further
reduce dilution on the basis of earnings and net asset value per share and improve share liquidity.”
About
Pyxis Tankers Inc.
The
Company currently owns a modern fleet of mid-sized eco-vessels consisting of three MR product tankers, one Kamsarmax, bulk carrier and
a controlling interest in a single ship Ultramax, dry-bulk venture engaged in seaborne transportation of a broad range of refined petroleum
products and dry-bulk commodities. The Company is positioned to opportunistically expand and maximize its fleet of eco-efficient vessels
due to significant capital resources, competitive cost structure, strong customer relationships and an experienced management team whose
interests are aligned with those of its shareholders. For more information, visit: http://www.pyxistankers.com. The information on the
Company’s website is not incorporated into and does not form a part of this release.
Forward
Looking Statements
This
press release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995 in order to encourage companies to provide prospective information about their business. These statements
include statements about our plans, strategies, goals financial performance, prospects or future events or performance and involve known
and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from
those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use
of words such as “may,” “could,” “expects,” “seeks,” “predict,” “schedule,”
“projects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,”
“targets,” “continue,” “contemplate,” “possible,” “likely,” “might,”
“will, “should,” “would,” “potential,” and variations of these terms and similar expressions,
or the negative of these terms or similar expressions. All statements that are not statements of either historical or current facts,
including among other things, our expected financial performance, expectations or objectives regarding future and market charter rate
expectations and, in particular, the effects of the war in the Ukraine and the Red Sea conflict, on our financial condition and operations
as well as the nature of the product tanker and dry-bulk industries, in general, are forward-looking statements. Such forward-looking
statements are necessarily based upon estimates and assumptions. Although the Company believes that these assumptions were reasonable
when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible
to predict and are beyond the Company’s control, the Company cannot assure you that it will achieve or accomplish these expectations,
beliefs or projections. The Company’s actual results may differ, possibly materially, from those anticipated in these forward-looking
statements as a result of certain factors, including changes in the Company’s financial resources and operational capabilities
and as a result of certain other factors listed from time to time in the Company’s filings with the U.S. Securities and Exchange
Commission. The Company is reliant on certain independent and affiliated managers for its operations, including most recently an affiliated
private company, Konkar Shipping Agencies, S.A., for the management of its dry-bulk vessels. For more information about risks and uncertainties
associated with our business, please refer to our filings with the U.S. Securities and Exchange Commission, including without limitation,
under the caption “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023. We caution
you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake
no obligation to update publicly any information in this press release, including forward-looking statements, to reflect actual results,
new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to
the extent required by applicable laws.
Company
Pyxis
Tankers Inc.
59 K. Karamanli Street
Maroussi, 15125 Greece
info@pyxistankers.com
Visit
our website at www.pyxistankers.com
Company
Contact
Henry
Williams
Chief Financial Officer
Tel: +30 (210) 638 0200 / +1 (516) 455-0106
Email: hwilliams@pyxistankers.com
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