Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

Table of Contents

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 under

the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2024

Commission file number 1-33867

___________________________________________________________

TEEKAY TANKERS LTD.

(Exact name of Registrant as specified in its charter)

___________________________________________________________

4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM08, Bermuda

(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 ý Form 40-F ¨

Table of Contents

TEEKAY TANKERS LTD.

REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

INDEX


PART I: FINANCIAL INFORMATION		PAGE

Item 1.	Financial Statements
	Unaudited Consolidated Statements of Income for the three and si x months ended June 3 0 , 2024 and 2023	1
	Unaudited Consolidated Balance Sheets as at June 3 0 , 2024 and December 31, 2023	2
	Unaudited Consolidated Statements of Cash Flows for the six months ended June 3 0 , 2024 and 2023	3
	Unaudited Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2024 and 2023	4
	Notes to the Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
PART II: OTHER INFORMATION		26
SIGNATURES		27

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

TEEKAY TANKERS LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands of U.S. Dollars, except share and per share amounts)


	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
	$	$	$	$

Voyage charter revenues (note 3)	287,974	359,966	616,915	744,710
Time-charter revenues (note 3)	5,048	7,995	10,171	15,005

Other revenues (note 3)	3,568	2,685	7,847	5,588
Total revenues	296,590	370,646	634,933	765,303

Voyage expenses (note 7)	(100,097)	(118,082)	(216,628)	(242,269)
Vessel operating expenses (note 11b)	(38,356)	(37,800)	(75,851)	(75,982)
Time-charter hire expenses (note 6)	(19,670)	(18,691)	(39,186)	(31,636)
Depreciation and amortization	(22,373)	(24,384)	(45,691)	(48,359)
General and administrative expenses (note 11b)	(13,959)	(12,118)	(27,802)	(24,387)
Gain on sale of vessel (note 12)	—	—	11,601	—
Restructuring charges (note 13)	—	—	—	(1,248)
Income from operations	102,135	159,571	241,376	341,422

Interest expense	(979)	(5,907)	(5,845)	(17,125)
Interest income	5,726	1,771	11,200	4,001
Realized and unrealized gain on derivative instruments (note 8)	—	547	—	449
Equity income	905	1,120	2,273	2,250
Other income (note 14)	1,465	2,262	686	17
Net income before income tax	109,252	159,364	249,690	331,014
Income tax (expense) recovery (note 15)	(2,282)	(8,121)	2,051	(10,403)
Net income	106,970	151,243	251,741	320,611


Per common share amounts (note 16)
- Basic earnings per share	$3.11	$4.43	$7.33	$9.40
- Diluted earnings per share	$3.08	$4.38	$7.26	$9.28
- Cash dividends declared	$2.25	$1.25	$2.50	$1.25

Weighted-average number of Class A and Class B common stock outstanding (note 16)
- Basic	34,383,813	34,140,540	34,322,858	34,116,655
- Diluted	34,705,613	34,546,749	34,677,402	34,543,526

Related party transactions (note 11)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands of U.S. Dollars)


	As at	As at
	June 30, 2024	December 31, 2023
	$	$
ASSETS
Current
Cash and cash equivalents	426,841	365,251
Restricted cash – current (note 17)	679	691
Accounts receivable, net of allowance of $5.4 million (2023 - $5.6 million)	95,209	99,940
Assets held for sale	36,446	11,910
Due from affiliates (note 11c)	1,944	130
Bunker and lube oil inventory	49,760	53,219
Prepaid expenses	13,007	12,332

Accrued revenue	65,138	70,026
Total current assets	689,024	613,499

Vessels and equipment
At cost, less accumulated depreciation of $546.0 million (2023 - $440.9 million)	1,090,899	929,237
Vessels related to finance leases, at cost, less accumulated depreciation of $nil (2023 - $92.4 million) (note 6)	—	228,973
Operating lease right-of-use assets (note 6)	63,704	76,314
Total vessels and equipment	1,154,603	1,234,524
Investment in and advances to equity-accounted joint venture	18,004	15,731

Other non-current assets (note 19)	12,616	6,656
Intangible assets at cost, less accumulated amortization of $5.2 million (2023 - $5.0 million) (note 4)	3,918	658
Goodwill	2,426	2,426
Total assets	1,880,591	1,873,494
LIABILITIES AND EQUITY
Current
Accounts payable	28,118	29,872
Accrued liabilities	39,541	43,715



Current obligations related to finance leases (note 6)	—	20,517
Current portion of operating lease liabilities (note 6)	32,747	35,882
Due to affiliates (note 11c)	1,278	5,013
Other current liabilities (note 3)	3,914	4,289
Total current liabilities	105,598	139,288

Long-term obligations related to finance leases (note 6)	—	119,082
Long-term operating lease liabilities (note 6)	30,957	40,432

Other long-term liabilities (notes 7, 9 and 15)	48,093	48,907
Total liabilities	184,648	347,709

Equity
Common stock and additional paid-in capital (585.0 million shares authorized, 29.7 million Class A and 4.6 million Class B shares issued and outstanding as of June 30, 2024, and 585.0 million shares authorized, 29.5 million Class A and 4.6 million Class B shares issued and outstanding as at December 31, 2023) (note 10)	1,310,441	1,305,764
Accumulated surplus	385,502	220,021
Total equity	1,695,943	1,525,785
Total liabilities and equity	1,880,591	1,873,494

Subsequent event (note 20)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of U.S. Dollars)


	Six Months Ended June 30,
	2024	2023
	$	$
Cash, cash equivalents and restricted cash provided by (used for)
OPERATING ACTIVITIES
Net income	251,741	320,611
Non-cash items:
Depreciation and amortization	45,691	48,359
Gain on sale of vessel (note 12)	(11,601)	—
Unrealized loss on derivative instruments (note 8)	—	3,709
Equity income	(2,273)	(2,250)
Income tax (recovery) expense	(2,585)	9,644
Other	6,733	2,316
Change in operating assets and liabilities	(4,506)	(9,945)
Expenditures for dry docking	(7,167)	(2,233)
Net operating cash flow	276,033	370,211

FINANCING ACTIVITIES
Proceeds from short-term debt	—	50,000
Prepayments of short-term debt	—	(50,000)
Proceeds from long-term debt (note 5)	—	1,000
Issuance costs related to long-term debt (note 5)	—	(4,536)

Prepayments of long-term debt (note 5)	—	(1,000)

Scheduled repayments of obligations related to finance leases (note 6)	(5,213)	(21,665)
Prepayment of obligations related to finance leases (note 6)	(136,955)	(307,019)
Issuance of common stock upon exercise of stock options	2,858	—
Cash dividends paid	(85,650)	(42,479)
Other	(2,015)	(1,520)
Net financing cash flow	(226,975)	(377,219)

INVESTING ACTIVITIES
Proceeds from sale of vessel (note 12)	23,425	—
Expenditures for vessels and equipment	(3,851)	(2,700)
Loan repayments from equity-accounted joint venture	—	1,900

Deposit for vessel purchase (note 19)	(7,054)	—
Net investing cash flow	12,520	(800)

Increase (decrease) in cash, cash equivalents and restricted cash	61,578	(7,808)
Cash, cash equivalents and restricted cash, beginning of the period	365,942	187,361
Cash, cash equivalents and restricted cash, end of the period	427,520	179,553

Supplemental cash flow information (note 17)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands of U.S. Dollars, except share amounts)


	Common Stock and Additional Paid-in Capital
	Thousands of Common Shares #	Class A Common Shares $	Class B Common Shares $	Accumulated Surplus $	Total $
Balance as at December 31, 2023	34,093	1,217,232	88,532	220,021	1,525,785
Net income	—	—	—	144,771	144,771
Dividends declared	—	—	—	(8,623)	(8,623)
Equity-based compensation (note 10)	165	3,334	—	—	3,334
Balance as at March 31, 2024	34,258	1,220,566	88,532	356,169	1,665,267
Net income	—	—	—	106,970	106,970
Dividends declared	—	—	—	(77,637)	(77,637)
Equity-based compensation (note 10)	60	1,343	—	—	1,343
Balance as at June 30, 2024	34,318	1,221,909	88,532	385,502	1,695,943


	Common Stock and Additional Paid-in Capital
	Thousands of Common Shares #	Class A Common Shares $	Class B Common Shares $	Accumulated (Deficit) Surplus $	Total $
Balance as at December 31, 2022	33,939	1,215,078	88,532	(233,604)	1,070,006
Net income	—	—	—	169,368	169,368
Equity-based compensation (note 10)	20	901	—	—	901
Balance as at March 31, 2023	33,959	1,215,979	88,532	(64,236)	1,240,275
Net income	—	—	—	151,243	151,243
Dividends declared	—	—	—	(42,890)	(42,890)
Equity-based compensation (note 10)	88	161	—	—	161
Balance as at June 30, 2023	34,047	1,216,140	88,532	44,117	1,348,789

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. Dollars, other than share or per share data)

1.Basis of Presentation

The unaudited interim consolidated financial statements (or unaudited consolidated financial statements) have been prepared in accordance with United States generally accepted accounting principles (or GAAP). These unaudited consolidated financial statements include the accounts of Teekay Tankers Ltd., its wholly-owned subsidiaries and equity-accounted joint venture (collectively, the Company). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted and, therefore, these unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023, filed on Form 20-F with the U.S. Securities and Exchange Commission (or the SEC) on March 15, 2024. In the opinion of management, these unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly, in all material respects, the Company’s unaudited consolidated financial position, results of operations, cash flows and changes in equity for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of those for a full fiscal year. Intercompany balances and transactions have been eliminated upon consolidation.

As of January 1, 2024, the European Union (or EU) expanded the existing European Union Emissions Trading System (or EU ETS) to the maritime industry. Under the EU ETS requirements, the Company acquires EU allowances (or EUAs) related to greenhouse gas emissions from its vessels and those third-party vessels subject to revenue sharing agreements (or RSAs) that trade to, from, and within the EU and European Economic Area. These EUAs are recorded as intangible assets in the unaudited consolidated balance sheet as at June 30, 2024 (see note 4). The Company classifies these EUAs as indefinite-lived intangible assets, which are not subject to amortization, and they are evaluated for impairment annually and whenever events and changes in circumstances indicate that the value of the assets may be impaired. In addition, the Company has recorded an obligation related to its emissions level for the six months ended June 30, 2024, as part of other long-term liabilities in the unaudited consolidated balance sheet as at June 30, 2024 (see note 7) and voyage expenses in the unaudited consolidated statements of income for the three and six months ended June 30, 2024. The measurement of both the other long-term liability and voyage expenses is determined on a first-in, first-out method based on the cost of the EUAs that are acquired by the Company. If the Company has insufficient EUAs to cover emissions of its vessels and third-party vessels subject to RSAs, an accrual representing the difference between the total emissions liability and the carrying value of the EUAs held will be recorded based on the fair market value of an EUA that is traded on a regulated energy exchange at the end of the reporting period. The Company is required to surrender EUAs through its Union Registry account in September 2025 to cover its vessels' annual emissions for the year ending December 31, 2024.

2. Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (or FASB) issued Accounting Standards Update 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (or ASU 2023-07). ASU 2023-07 introduced updates for how significant segment expense categories and amounts for each reportable segment are disclosed. A significant segment expense is defined as an expense that is:

a.Significant to the segment,

b.Regularly provided to or easily computed from information regularly provided to the chief operating decision maker, and

c.Included in the reported measure of segment profit or loss.

This additional disclosure for segmented reporting is intended to provide additional information to financial statement users as now expenses such as direct expenses, shared expenses, allocated corporate overhead, or significant interest expense need to be disaggregated and reported separately for each segment. ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024, and early adoption is permitted. Upon adoption, a public entity will adopt the ASU as of the beginning of the earliest period presented. The Company will adopt this standard starting with its annual financial statements as at and for the year ending December 31, 2024. The adoption of ASU 2023-07 is not expected to have a significant impact on the Company’s consolidated financial statements and related disclosures.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (or ASU 2023-09), which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This additional disclosure is intended to provide additional information and transparency of income tax disclosures by providing consistent categories and greater disaggregation of information in the rate reconciliation, as well as income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively, with retrospective application permitted. The Company expects to adopt this standard in its annual period beginning fiscal year 2025. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. Dollars, other than share or per share data)

3. Revenue

The Company’s primary source of revenue is from chartering its vessels (Suezmax tankers, Aframax tankers and Long Range 2 (or LR2) tankers) to its customers. The Company utilizes two primary forms of contracts, consisting of voyage charters and time charters.

The extent to which the Company employs its vessels on voyage charters versus time charters is dependent upon the Company’s chartering strategy and the availability of time charters. Spot market rates for voyage charters are volatile from period to period, whereas time charters provide a stable source of monthly revenue. The Company also provides ship-to-ship (or STS) support services, which include managing the process of transferring cargo between seagoing ships positioned alongside each other, as well as management services to third-party owners of vessels. For descriptions of these types of contracts, see "Item 18 – Financial Statements: Note 3" in the Company’s audited consolidated financial statements filed with its Annual Report on Form 20-F for the year ended December 31, 2023.

The following table contains a breakdown of the Company's revenue by contract type for the three and six months ended June 30, 2024 and June 30, 2023. The Company’s lease income consists of the revenue from its voyage charters and time charters.


	Three months ended June 30,		Six months ended June 30,
	2024	2023	2024	2023
	$	$	$	$
Voyage charter revenues
Suezmax	151,458	196,083	317,244	391,491
Aframax / LR2	122,113	149,423	266,898	304,328
Full service lightering	14,403	14,460	32,773	48,891
Total	287,974	359,966	616,915	744,710

Time-charter revenues
Suezmax	3,570	3,582	7,123	7,060
Aframax / LR2	1,478	4,413	3,048	7,945
Total	5,048	7,995	10,171	15,005

Other revenues
Ship-to-ship support services	2,744	1,455	5,727	3,258
Vessel management	824	1,230	2,120	2,330
Total	3,568	2,685	7,847	5,588

Total revenues	296,590	370,646	634,933	765,303

Charters-out

As at June 30, 2024, two (December 31, 2023 - two) of the Company’s vessels operated under fixed-rate time-charter contracts, which are scheduled to expire in September 2024 and May 2025, respectively. As at June 30, 2024, the minimum scheduled future revenues to be received by the Company under these time charters were approximately $12.6 million (remainder of 2024) and $7.1 million (2025) (December 31, 2023 - $12.1 million (2024)). The hire payments should not be construed to reflect a forecast of total charter hire revenue for any of the periods. Future hire payments do not include any hire payments generated from new contracts entered into after June 30, 2024 or from variable consideration, if any, under contracts. In addition, future hire payments presented above have been reduced by estimated off-hire time for required periodic maintenance and do not reflect the impact of any applicable revenue sharing arrangements whereby time-charter revenues are shared with other revenue sharing arrangement participants. Actual amounts may vary given future events such as unplanned vessel maintenance.

Contract Liabilities

As at June 30, 2024, the Company had $3.0 million (December 31, 2023 - $3.4 million) of advanced payments recognized as contract liabilities that are expected to be recognized as time-charter revenues or voyage charter revenues in subsequent periods and which are included in other current liabilities on the Company's unaudited consolidated balance sheets.

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. Dollars, other than share or per share data)

4. Intangible Assets

As part of the EU ETS requirements as described in note 1, during the six months ended June 30, 2024, the Company acquired EUAs for $3.4 million, which were recorded as an indefinite-lived intangible asset in the unaudited consolidated balance sheet as at June 30, 2024.

The carrying amounts of intangible assets are as follows:


	As at
	June 30, 2024	December 31, 2023
	$	$
Customer relationships At cost of $5.7 million, less accumulated amortization of $5.2 million (2023 - cost of $5.7 million, less accumulated amortization of $5.0 million) (1)	477	658
EUAs, at cost	3,441	—
	3,918	658

(1)The customer relationships are being amortized over a weighted average amortization period of 10 years. Amortization of the customer relationships for the three and six months ended June 30, 2024 was $0.1 million and $0.2 million (2023 - $0.1 million and $0.2 million), respectively. Amortization of the customer relationships for the remaining years subsequent to June 30, 2024 is expected to be $0.2 million (remainder of 2024) and $0.3 million (2025).

5. Long-Term Debt

As at June 30, 2024, the Company had one revolving credit facility (or the 2023 Revolver), which, as at such date, provided for aggregate borrowings of up to $287.9 million (December 31, 2023 - $321.8 million), of which $287.9 million (December 31, 2023 - $321.8 million) was undrawn. The 2023 Revolver matures in May 2029, and interest payments are based on the Secured Overnight Financing Rate (or SOFR) plus a margin of 2.0%. As of June 30, 2024, the total amount available under the 2023 Revolver was scheduled to decrease by $33.9 million (remainder of 2024), $67.8 million (2025), $66.4 million (2026), $55.0 million (2027), $43.3 million (2028) and $21.5 million (thereafter). As of June 30, 2024, the 2023 Revolver is collateralized by 19 of the Company's vessels, together with other related security.

The 2023 Revolver requires the Company to maintain a minimum hull coverage ratio of 125% of the total outstanding drawn balance for the facility. This requirement is assessed on a semi-annual basis with reference to vessel valuations compiled by two or more agreed upon third parties. Should this ratio drop below the required amount, the lenders may request that the Company either prepay a portion of the loan in the amount of the shortfall or provide additional collateral in the amount of the shortfall, at the Company's option. As at June 30, 2024, the hull coverage ratio was not applicable due to no balance being drawn. In addition, the Company is required to maintain a minimum liquidity (cash, cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of the greater of $35.0 million and at least 5% of the Company's total consolidated debt. As at June 30, 2024, the Company was in compliance with all covenants in respect of the 2023 Revolver.

The interest rate on the Company’s long-term debt facility as at June 30, 2024 was 7.3% (December 31, 2023 - 7.4%).

6. Operating Leases and Obligations Related to Finance Leases

Operating Leases

The Company charters-in vessels from other vessel owners on time-charter contracts, whereby the vessel owner provides use and technical operation of the vessel for the Company. A time charter-in contract is typically for a fixed period of time, although in certain cases the Company may have the option to extend the charter. The Company typically pays the owner a daily hire rate that is fixed over the duration of the charter. The Company is generally not required to pay the daily hire rate during periods the vessel is not able to operate.

As at June 30, 2024, minimum commitments to be incurred by the Company under time charter-in contracts were approximately $33.5 million (remainder of 2024), $41.1 million (2025), $18.8 million (2026), $11.2 million (2027), $6.3 million (2028) and $6.6 million (thereafter).

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. Dollars, other than share or per share data)

Obligations Related to Finance Leases


	As at	As at
	June 30, 2024	December 31, 2023
	$	$
Obligations related to finance leases	—	140,811
Less: unamortized discount and debt issuance costs	—	(1,212)
Total obligations related to finance leases	—	139,599
Less: current portion	—	(20,517)
Long-term obligations related to finance leases	—	119,082

As at June 30, 2024, the Company had no remaining sale-leaseback financing transactions. The eight vessels that the Company had under sale-leaseback financing transactions as at December 31, 2023 were repurchased and delivered in March 2024 for a total cost of $137.0 million, pursuant to repurchase options under related sale-leaseback arrangements.

7. Obligation Related to EU ETS

As part of the EU ETS requirements as described in note 1, for the six months ended June 30, 2024, the Company recorded an obligation of $3.3 million, which was included as part of other long-term liabilities in the unaudited consolidated balance sheet as at June 30, 2024. During the three and six months ended June 30, 2024, the Company also recognized expenses of $1.3 million and $3.3 million, respectively, as part of voyage expenses in the unaudited consolidated statements of income.

8. Derivative Instruments

Interest rate swap agreement

As deemed appropriate, the Company from time to time uses derivative instruments in accordance with its overall risk management policies. The Company enters into interest rate swap agreements which exchange a receipt of floating-rate interest for a payment of fixed-rate interest to reduce the Company’s exposure to interest rate variability on its outstanding floating-rate debt. As at June 30, 2024, the Company was not committed to any interest rate swap agreements.

Forward freight agreements

As deemed appropriate, the Company from time to time uses forward freight agreements (or FFAs) in non-hedge-related transactions to increase or decrease its exposure to spot tanker market rates, within defined limits. Net gains and losses from FFAs are recorded within realized and unrealized loss on derivative instruments in the Company's unaudited consolidated statements of income. As at June 30, 2024, the Company maintains restricted cash deposits relating to FFAs (see note 17); however, the Company was not committed to any FFAs.

Tabular Disclosure

Realized and unrealized gains (losses) relating to interest rate swaps and FFAs are recognized in earnings and reported in realized and unrealized gain on derivative instruments in the Company’s unaudited consolidated statements of income as follows:


	Three Months Ended			Three Months Ended
	June 30, 2024			June 30, 2023
	Realized Gains (Losses)	Unrealized Gains (Losses)	Total	Realized Gains	Unrealized Losses	Total
	$	$	$	$	$	$
Interest rate swap agreement(1)	—	—	—	3,672	(3,125)	547
Forward freight agreements	—	—	—	—	—	—
	—	—	—	3,672	(3,125)	547

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. Dollars, other than share or per share data)


	Six months ended			Six months ended
	June 30, 2024			June 30, 2023
	Realized Gains (Losses)	Unrealized Gains (Losses)	Total	Realized Gains (Losses)	Unrealized Losses	Total
	$	$	$	$	$	$
Interest rate swap agreement(1)	—	—	—	4,168	(3,709)	459
Forward freight agreements	—	—	—	(10)	—	(10)
	—	—	—	4,158	(3,709)	449

(1)In June 2023, the Company terminated its interest rate swap agreement and received a $3.2 million cash payment, which was recognized as a realized gain on derivative instruments in the Company's unaudited consolidated statement of income for the three and six months ended June 30, 2023.

9. Fair Value Measurements

For a description of how the Company estimates fair value and for a description of the fair value hierarchy levels, see "Item 18 – Financial Statements: Note 10" to the Company’s audited consolidated financial statements filed with its Annual Report on Form 20-F for the year ended December 31, 2023.

The following table includes the estimated fair value, carrying value and categorization using the fair value hierarchy of those assets and liabilities that are measured at their estimated fair value on a recurring and non-recurring basis, as well as certain financial instruments that are not measured at fair value on a recurring basis.

June 30, 2024

December 31, 2023

Fair

Value

Hierarchy

Level

Carrying
Amount
Asset / (Liability)
$

Fair
Value
Asset / (Liability)
$

Carrying

Amount

Asset /

(Liability)

Fair

Value

Asset /

(Liability)

Recurring:

Cash, cash equivalents and restricted cash (note 17)

Level 1

427,520

365,942

Obligation related to EU ETS (note 7)

Level 1

(3,299)

Note (1)

—

Other:

Advances to equity-accounted joint venture

Level 2

2,880

Note (2)

2,880

Note (2)

Obligations related to finance leases, including current

portion (note 6)

Level 2

—

(139,599)

(143,968)

(1)As part of the EU ETS requirements as described in note 1, for the six months ended June 30, 2024, the Company recorded an obligation related to EU ETS which was included as part of other long-term liabilities in the unaudited consolidated balance sheet as at June 30, 2024. This amount can include an accrual representing the difference between the total emissions liability and the carrying value of the EUAs held as at the end of the reporting period. The fair value of the accrual is estimated using the fair market value of an EUA that is traded on a regulated energy exchange at the end of the reporting period. As at June 30, 2024, no such accrual was made as the total emissions liability was less than the carrying value of the EUAs held.

(2)The advances to its equity-accounted joint venture, together with the Company’s investment in the equity-accounted joint venture, form the net aggregate carrying value of the Company’s interests in the equity-accounted joint venture in these unaudited consolidated financial statements. As at June 30, 2024 and December 31, 2023, the fair values of the individual components of such aggregate interests were not determinable.

The Company is exposed to credit loss in the event of non-performance by the financial institutions where its cash and cash equivalents are held. In order to minimize credit risk, the Company only places deposits with counterparties that are rated A- or better by Standard & Poor’s or A3 or better by Moody’s at the time of the transaction. In addition, to the extent practical, cash deposits are held by and entered into with, as applicable, different counterparties to reduce concentration risk.

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. Dollars, other than share or per share data)

10. Capital Stock and Equity-Based Compensation

The authorized capital stock of the Company at June 30, 2024 was 100.0 million shares of preferred stock (December 31, 2023 - 100.0 million shares), with a par value of $0.01 per share (December 31, 2023 - $0.01 per share), 485.0 million shares of Class A common stock (December 31, 2023 - 485.0 million shares), with a par value of $0.01 per share (December 31, 2023 - $0.01 per share), and 100.0 million shares of Class B common stock (December 31, 2023 - 100.0 million shares), with a par value of $0.01 per share (December 31, 2023 - $0.01 per share). A share of Class A common stock entitles the holder to one vote per share while a share of Class B common stock entitles the holder to five votes per share, subject to a 49% aggregate Class B common stock voting power maximum. As of June 30, 2024, the Company had 29.7 million shares of Class A common stock (December 31, 2023 – 29.5 million), 4.6 million shares of Class B common stock (December 31, 2023 – 4.6 million) and no shares of preferred stock (December 31, 2023 – nil) issued and outstanding.

During the three and six months ended June 30, 2024, the Company recognized $2.3 million and $2.8 million (2023 - $0.8 million and $1.3 million), respectively, of expenses related to restricted stock units and stock options in general and administrative expenses. During the six months ended June 30, 2024, a total of 84.1 thousand restricted stock units (2023 - 104.7 thousand) with a market value of $6.1 million (2023 - $4.0 million) vested and 50.0 thousand (2023 - 67.9 thousand) shares of Class A common stock, net of withholding taxes, were concurrently issued to the grantees.

11. Related Party Transactions

a.The Company's operations are conducted in part by its subsidiaries, which receive services from Teekay Corporation's (or Teekay's) wholly-owned subsidiary, Teekay Services Limited (or the Manager), and its affiliates. The Manager provides various services under a long-term management agreement (or the Management Agreement), as disclosed below.

b.Amounts (paid) received by the Company for related party transactions for the periods indicated below were as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
	$	$	$	$
Vessel operating expenses - technical management fee (i)	—	(168)	(155)	(336)
Strategic and administrative service fees (ii)	(9,298)	(8,505)	(20,676)	(17,989)

Technical management fee recoveries (iii)	—	75	—	150
Restructuring charges (iv) (note 13)	—	—	—	(100)

(i)The cost of ship management services provided by a third party has been presented as vessel operating expenses on the Company's unaudited consolidated statements of income. The Company paid such third-party technical management fees to the Manager in relation to certain vessels previously owned by Tanker Investments Ltd., which the Company acquired in 2017. As of the second quarter of 2024, the Company no longer receives ship management services provided by a third party under this arrangement with the Manager.

(ii)The Manager’s strategic and administrative service fees have been presented in general and administrative expenses, except for fees related to technical management services, which have been presented in vessel operating expenses on the Company’s unaudited consolidated statements of income. The Company’s executive officers are employees of Teekay or subsidiaries thereof, and their compensation (other than any awards under the Company’s long-term incentive plan) is set and paid by Teekay or such other Teekay subsidiaries. The Company compensates Teekay for time spent by its executive officers on the Company’s management matters through the strategic portion of the management fee.

(iii)The Company receives reimbursements from Teekay for technical management services provided by subsidiaries of the Company to Teekay. These reimbursements have been presented in general and administrative expenses on the Company's unaudited consolidated statements of income.

(iv)The Company incurred restructuring charges of $0.1 million during the six months ended June 30, 2023, in relation to organizational changes made to its commercial team employed by Teekay (see note 13).

c.The Manager and other subsidiaries of Teekay collect certain cash receipts and remit payments for certain expenses incurred by the Company’s vessels. Such amounts, which are presented on the Company’s unaudited consolidated balance sheets in "due from affiliates" or "due to affiliates", as applicable, are without interest or stated terms of repayment.

12. Vessel Sales

In May 2024, the Company agreed to sell one Aframax / LR2 tanker and one Suezmax tanker for a combined sales price of $64.8 million, and both tankers were classified as held for sale as at June 30, 2024.

During the six months ended June 30, 2024, the Company completed the sale of one Aframax / LR2 tanker for $23.5 million, with the Company recognizing a related gain on sale of $11.6 million.

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. Dollars, other than share or per share data)

13. Restructuring Charges

During the six months ended June 30, 2023, the Company incurred restructuring charges of $1.2 million related to organizational changes made to its commercial and technical operations teams.

14. Other Income

The components of other income are as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
	$	$	$	$
Foreign exchange gain	830	2,168	1,426	1,570
Other income (expense) (1)	635	94	(740)	(1,553)
Total	1,465	2,262	686	17

(1) Includes $2.1 million related to the premiums paid in relation to the repurchase of certain vessels previously under sale-leaseback arrangements during the six months ended June 30, 2023.

15. Income Tax (Expense) Recovery

The following table reflects changes in uncertain tax positions relating to freight tax liabilities, which are recorded in other long-term liabilities on the Company's unaudited consolidated balance sheets:


	Six Months Ended June 30,
	2024 $	2023 $
Balance as at January 1	47,813	42,046
Increases for positions related to the current year	921	6,608
Increases for positions related to prior years	4,625	5,358
Decreases for positions taken in prior years	(3,303)	(400)

Decreases related to expiry of limitation period	(4,180)	(1,730)
Foreign exchange gain	(1,698)	(1,727)
Balance as at June 30	44,178	50,155

Included in the Company's current income tax (expense) recovery are provisions for uncertain tax positions relating to freight taxes. Positions relating to freight taxes can vary each year depending on the trading patterns of the Company's vessels.

The Company reviews its freight tax obligations on a regular basis and may update its assessment of its tax positions based on available information at that time. Such information may include legal advice as to the applicability of freight taxes in relevant jurisdictions. Freight tax regulations are subject to change and interpretation; therefore, the amounts recorded by the Company may change accordingly.

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. Dollars, other than share or per share data)

16. Earnings Per Share

The net income available for common shareholders and earnings per common share are presented in the table below:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
	$	$	$	$
Net income	106,970	151,243	251,741	320,611

Weighted average number of common shares - basic (1)	34,383,813	34,140,540	34,322,858	34,116,655
Dilutive effect of stock-based awards	321,800	406,209	354,544	426,871
Weighted average number of common shares - diluted	34,705,613	34,546,749	34,677,402	34,543,526

Earnings per common share:
– Basic	3.11	4.43	7.33	9.40
– Diluted	3.08	4.38	7.26	9.28

(1) Includes unissued common shares related to non-forfeitable stock-based compensation.

Stock-based awards that have an anti-dilutive effect on the calculation of diluted earnings per common share are excluded from this calculation. In the periods where a loss attributable to shareholders has been incurred, all stock-based awards are anti-dilutive. For the three and six months ended June 30, 2024 and 2023, nil restricted stock units had anti-dilutive effects on the calculation of diluted earnings per common share. For the three and six months ended June 30, 2024, nil options had anti-dilutive effects on the calculation of diluted earnings per common share. For the three and six months ended June 30, 2023, options to acquire 7.3 thousand and 7.3 thousand shares, respectively, of the Company’s Class A common stock had anti-dilutive effects on the calculation of diluted earnings per common share.

17. Supplemental Cash Flow Information

Total cash, cash equivalents and restricted cash are as follows:


	As at	As at	As at	As at
	June 30, 2024	December 31, 2023	June 30, 2023	December 31, 2022
	$	$	$	$
Cash and cash equivalents	426,841	365,251	178,850	180,512
Restricted cash – current (1)	679	691	703	3,714
Restricted cash – long-term (2)	—	—	—	3,135


	427,520	365,942	179,553	187,361

(1) The Company maintains restricted cash deposits relating to certain FFAs (see note 8).

(2) The Company maintained restricted cash deposits relating to obligations related to finance leases for certain vessels which were repurchased by the Company in May 2023.

Non-cash items related to operating lease right-of-use assets and operating lease liabilities are as follows:


	Six Months Ended June 30,
	2024	2023
	$	$
Leased assets obtained in exchange for new operating lease liabilities	8,432	63,486

18. Liquidity

Management is required to assess if the Company will have sufficient liquidity to continue as a going concern for the one-year period following the issuance of these unaudited consolidated financial statements. Based on the Company's liquidity as at the date these unaudited consolidated financial statements were issued, and from the expected cash flows from the Company's operations over the following year, the Company estimates that it will have sufficient liquidity to meet its minimum liquidity requirements under its financial covenants and to continue as a going concern for at least a one-year period following the issuance of these unaudited consolidated

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts stated in thousands of U.S. Dollars, other than share or per share data)

financial statements.

19. Purchase Commitment

In June 2024, the Company signed an agreement to acquire one 2021-built Aframax / LR2 tanker for a purchase price of $70.5 million. A deposit of $7.1 million related to this purchase was placed in an escrow account, which is recorded in other non-current assets in the Company's unaudited consolidated balance sheet as at June 30, 2024.

20. Subsequent Event

In July 2024, the Company completed the purchase of the 2021-built Aframax / LR2 tanker as described in note 19 using cash on hand and took delivery of the vessel.

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

June 30, 2024

PART I - FINANCIAL INFORMATION

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited consolidated financial statements and accompanying notes contained in "Item 1 – Financial Statements" of this Report on Form 6-K and with our audited consolidated financial statements contained in "Item 18 – Financial Statements" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in "Item 5 – Operating and Financial Review and Prospects" of our Annual Report on Form 20-F for the year ended December 31, 2023.

OVERVIEW

Our business is to own and operate crude oil and product tankers, and we employ a chartering strategy that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters and full service lightering (or FSL) contracts to reduce potential downside risks. Our mix of vessels trading in the spot market or subject to fixed-term time charters will change from time to time. In addition to our core business, we also provide ship-to-ship (or STS) support services, along with our tanker commercial management and technical management operations. As at June 30, 2024, our fleet consisted of 53 vessels, including 10 chartered-in vessels, and one 50%-owned Very Large Crude Carrier (or VLCC). The following table summarizes our fleet as at June 30, 2024:


	Owned Vessels	Chartered-in Vessels	Total

Fixed-rate:
Suezmax Tanker (1)(2)	—	1	1
Aframax Tanker / LR2 Product Tanker (3)	1	—	1

Total Fixed-Rate Fleet	1	1	2

Spot-rate:
Suezmax Tankers	25	—	25
Aframax Tankers / LR2 Product Tankers (4)	16	7	23
VLCC Tanker (5)	1	—	1
Total Spot Fleet (6)	42	7	49
STS Support Vessels	—	2	2
Total Teekay Tankers Fleet	43	10	53

(1)The Suezmax tanker is currently time chartered-in for a period of 54 months expiring in June 2027 with an option to extend for one year.

(2)The charter-out contract is scheduled to expire in September 2024.

(3)The charter-out contract is scheduled to expire in June 2025.

(4)Six Aframax / LR2 tankers are currently time chartered-in for periods expiring in August 2024, November 2024, March 2025, August 2025 and February 2026, three of which have options to extend for one year. One 2023-built Aframax / LR2 tanker is currently time chartered-in for a period expiring in January 2030 with three one-year extension option periods and a purchase option at the end of the second extension option period.

(5)The VLCC is owned through a 50/50 joint venture (or High-Q joint venture). As at June 30, 2024, the VLCC was trading on spot voyage charters in a pooling arrangement managed by a third party.

(6)As at June 30, 2024, a total of 48 of our owned and chartered-in vessels, as well as four vessels not in our fleet and owned by third parties, were subject to revenue sharing agreements (or RSAs).

ITEMS YOU SHOULD CONSIDER WHEN EVALUATING OUR RESULTS

There are a number of factors that should be considered when evaluating our historical financial performance and assessing our future prospects, and we use a variety of financial and operational terms and concepts when analyzing our results of operations. These items can be found in "Item 5 – Operating and Financial Review and Prospects" in our Annual Report on Form 20-F for the year ended December 31, 2023.

SIGNIFICANT DEVELOPMENTS IN 2024

Conflicts in Israel/Gaza Strip and Ukraine

On October 7, 2023, Hamas attacked Israel, with Israel then declaring war on Hamas in the Gaza Strip. Since mid-December 2023, Iran-backed Houthi rebels in Yemen have carried out numerous attacks on vessels in the Red Sea area, ostensibly in response to the Israel-Hamas war. As a result of these attacks, many shipping companies continue to suspend transit through the Red Sea, which has affected trading patterns, rates and expenses. While it is impossible to predict how this situation will evolve in the future, we expect that the rerouting of cargos will lead to additional spot tanker rate volatility in the near term. Escalation or expansion of hostilities, interventions by other groups or nations, the imposition of economic sanctions on any major oil producing nations, disruption of shipping transit in the Straits of Hormuz or other significant trade routes, such as the Red Sea, or similar outcomes could adversely affect the tanker industry, demand for our services, our business, results of operations, financial condition and cash flows.

The ongoing conflict in Ukraine has disrupted energy supply chains, caused instability and significant volatility in the global economy and resulted in economic sanctions on Russia by several nations. The ongoing conflict has contributed significantly to related increases in spot tanker rates. Additional sanctions and executive orders have been implemented and authorities continue to actively investigate compliance with the price cap requirement. This could further impact the trade of crude oil and petroleum products, as well as the supply of Russian oil to the global market and the demand for, and price of, crude oil and petroleum products.

Please see “Item 3 - Key Information - Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2023 for additional information about risks to us and our business, including risks relating to political instability, terrorist or other attacks, war or international hostilities and the conflicts in Israel and Ukraine.

Vessel Sales

During the fourth quarter of 2023, we agreed to sell one Aframax / LR2 tanker for $23.5 million, which sale resulted in a gain on sale of $11.6 million during the six months ended June 30, 2024. The tanker, which was classified as held for sale as at December 31, 2023, was delivered to its new owner in February 2024.

In May 2024, we agreed to sell one Aframax / LR2 tanker and one Suezmax tanker for a combined sales price of $64.8 million. Both tankers, which were classified as held for sale as at June 30, 2024, are expected to be delivered to the purchaser during the third or fourth quarter of 2024.

Vessel Sale-Leaseback Repurchases

In March 2024, we completed the repurchase of eight Suezmax tankers for a total cost of $137.0 million, pursuant to repurchase options under related sale-leaseback arrangements. Currently, the eight vessels are unencumbered.

Vessel Purchase

In June 2024, we agreed to acquire one 2021-built Aframax / LR2 tanker for a purchase price of $70.5 million. A deposit of $7.1 million related to this purchase was placed in an escrow account, which is recorded in other non-current assets in the unaudited consolidated balance sheet as at June 30, 2024. In July 2024, we completed the vessel purchase and took delivery of the vessel.

Time Chartered-in Vessel

In May 2024, we extended one chartered-in contract for an Aframax / LR2 tanker for 12 months at a rate of $34,000 per day and secured an additional 12-month optional period at the same daily rate.

Time Chartered-out Vessel

During the second quarter of 2024, we entered into a one-year time charter-out contract for an Aframax / LR2 tanker at a rate of $49,750 per day which commenced at the beginning of June 2024.

European Union Emissions Trading System (or EU ETS)

Since January 1, 2024, as part of our compliance with the EU ETS requirements, we have acquired EU allowances (or EUAs) related to greenhouse gas emissions from our vessels and those vessels subject to RSAs that trade to, from, and within the EU and European Economic Area. During the six months ended June 30, 2024, we acquired EUAs for a cost of $3.4 million on the secondary market. As at June 30, 2024, we recorded an indefinite-lived intangible asset of $3.4 million in relation to the purchased EUAs and a long-term liability of $3.3 million in relation to our obligation under EU ETS. In addition, we recorded voyage expenses of $1.3 million and $3.3 million for the three and six months ended June 30, 2024, respectively. Please see “Item 4 – Information on the Company – B. Business Overview – Regulations” in our Annual Report on Form 20-F for the year ended December 31, 2023, as well as “Item 1 – Financial Statements: Note 1 – Basis of Presentation”, “Item 1 – Financial Statements: Note 4 – Intangible Assets” and “Item 1 – Financial Statements: Note 7 – Obligation Related to EU ETS” in this Report on Form 6-K for information about EU ETS requirements and our obligation related to EU ETS.

Table of Contents

RESULTS OF OPERATIONS

In accordance with GAAP, we report gross revenues in our unaudited consolidated statements of income and include voyage expenses among our operating expenses. However, ship-owners base economic decisions regarding the deployment of their vessels upon anticipated time-charter equivalent (or TCE) rates, which represent net revenues (or income from operations before vessel operating expenses, time-charter hire expenses, depreciation and amortization, general and administrative expenses, gain or loss on sale and write-down of assets, and restructuring charges), which includes voyage expenses, divided by revenue days; in addition, industry analysts typically measure bulk shipping freight and hire rates in terms of TCE rates. This is because under time charter-out contracts the customer usually pays the voyage expenses, while under voyage charters the ship-owner usually pays the voyage expenses, which typically are added to the hire rate at an approximate cost. Accordingly, the discussion of revenue below focuses on net revenues and TCE rates (both of which are non-GAAP financial measures) where applicable.

Summary

Our consolidated income from operations was $241.4 million for the six months ended June 30, 2024, compared to $341.4 million in the same period last year. The primary reasons for this decrease in income are as follows:

•a decrease of $94.7 million as a result of lower overall average realized spot TCE rates earned by our Suezmax tankers and Aframax / LR2 tankers in the first half of 2024 compared to the same period in the prior year;

•a decrease of $15.8 million due to the sale of two Aframax / LR2 tankers during the fourth quarter of 2023 and the first quarter of 2024; and

•a decrease of $3.7 million due to an increase in general and administrative expenses during the first half of 2024, primarily resulting from higher expenditures related to compensation, benefits and payroll taxes compared to the same period in the prior year;

partially offset by:

•an increase of $11.6 million due to the gain on sale of one Aframax / LR2 tanker in the first quarter of 2024; and

•an increase of $2.3 million due to the addition of three Aframax / LR2 chartered-in tankers that were delivered to us during the first quarter of 2023.

Details of the changes to our results of operations for the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, are provided below.

Three and Six Months Ended June 30, 2024 versus Three and Six Months Ended June 30, 2023

We own and operate crude oil and product tankers that (i) are subject to long-term, fixed-rate time-charter contracts (which have an original term of one year or more), (ii) operate in the spot tanker market, or (iii) are subject to time charters that are priced on a spot market basis or are short-term, fixed-rate contracts (which have original terms of less than one year), including those employed on FSL contracts. In addition, we provide STS support services, along with our tanker commercial management and technical management services.

The following table presents our results for the three and six months ended June 30, 2024 and 2023, and includes a comparison of net revenues(1), a non-GAAP financial measure, for those periods to income from operations, the most directly comparable GAAP financial measure:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands of U.S. Dollars, except percentage changes)	2024	2023	% Change		2024	2023	% Change
Revenues	296,590	370,646	(20.0)	%	634,933	765,303	(17.0)	%
Less: Voyage expenses	(100,097)	(118,082)	(15.2)	%	(216,628)	(242,269)	(10.6)	%
Net revenues(1)	196,493	252,564	(22.2)	%	418,305	523,034	(20.0)	%

Vessel operating expenses	(38,356)	(37,800)	1.5	%	(75,851)	(75,982)	(0.2)	%
Time-charter hire expenses	(19,670)	(18,691)	5.2	%	(39,186)	(31,636)	23.9	%
Depreciation and amortization	(22,373)	(24,384)	(8.2)	%	(45,691)	(48,359)	(5.5)	%
General and administrative expenses	(13,959)	(12,118)	15.2	%	(27,802)	(24,387)	14.0	%
Gain on sale of vessel	—	—	—	%	11,601	—	—	%
Restructuring charges	—	—	—	%	—	(1,248)	(100.0)	%
Income from operations	102,135	159,571	(36.0)	%	241,376	341,422	(29.3)	%

Interest expense	(979)	(5,907)	(83.4)	%	(5,845)	(17,125)	(65.9)	%
Interest income	5,726	1,771	223.3	%	11,200	4,001	179.9	%
Realized and unrealized gain on derivative instruments	—	547	(100.0)	%	—	449	(100.0)	%
Equity income	905	1,120	(19.2)	%	2,273	2,250	1.0	%
Other income	1,465	2,262	(35.2)	%	686	17	3,935.3	%
Net income before income tax	109,252	159,364	(31.4)	%	249,690	331,014	(24.6)	%
Income tax (expense) recovery	(2,282)	(8,121)	(71.9)	%	2,051	(10,403)	(119.7)	%
Net income	106,970	151,243	(29.3)	%	251,741	320,611	(21.5)	%

(1)This is a non-GAAP financial measure. Please refer to "Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measure" for a definition and reconciliation of this non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.

Net Revenues. Net revenues were $196.5 million and $418.3 million for the three and six months ended June 30, 2024, respectively, compared to $252.6 million and $523.0 million for the same periods in the prior year.

The decreases for the three and six months ended June 30, 2024 compared to the same periods in the prior year were primarily the result of:

•decreases of $39.3 million and $94.7 million for the three and six months ended June 30, 2024, respectively, due to lower overall average realized spot rates earned by our Suezmax tankers and Aframax / LR2 tankers compared to the same periods in the prior year;

•net decreases of $9.7 million and $12.9 million for the three and six months ended June 30, 2024, respectively, due to the sale of two Aframax / LR2 tankers during the fourth quarter of 2023 and the first quarter of 2024, partially offset by the addition of three Aframax / LR2 chartered-in tankers that were delivered to us during the first quarter of 2023;

•a decrease of $5.9 million for the three months ended June 30, 2024 due to more off-hire days related to the timing of dry dockings compared to the same period in the prior year; and

•a net decrease of $0.5 million for the three months ended June 30, 2024 primarily due to one vessel returning from a time charter-out contract during the second quarter of 2024 and earning a lower average rate compared to the previous rate;

partially offset by:

•an increase of $2.2 million for the six months ended June 30, 2024 due to one extra calendar day compared to the same period in the prior year; and

•a net increase of $1.2 million for the six months ended June 30, 2024 primarily due to certain vessels returning from time charter-out contracts during the first quarter of 2023 and the second quarter of 2024 and earning a higher average rate compared to the previous rate.

Vessel Operating Expenses. Vessel operating expenses were $38.4 million and $75.9 million for the three and six months ended June 30, 2024, respectively, compared to $37.8 million and $76.0 million for the same periods in the prior year. The fluctuations for the three and six months ended June 30, 2024 were primarily due to increases of $1.6 million and $0.9 million, respectively, resulting from higher costs for maintenance, communication services, and insurance, as well as higher crewing-related expenditures, which is offset by decreases of $1.1 million and $2.3 million, respectively, resulting from the sale of two Aframax / LR2 tankers during the fourth quarter of 2023 and the first quarter of 2024. The decrease for the six months ended June 30, 2024 was partially offset by an increase of $1.3 million related to higher compensation expenditures for ship management.

Time-charter Hire Expenses. Time-charter hire expenses were $19.7 million and $39.2 million for the three and six months ended June 30, 2024, respectively, compared to $18.7 million and $31.6 million for the same periods in the prior year. The increases for the three and six months ended June 30, 2024 were primarily due to increases of $1.0 million and $2.0 million, respectively, resulting from an increase in daily hire rates for three Aframax / LR2 tankers after extending their chartered-in contracts during the second half of 2023. The increase for the six months ended June 30, 2024 was also due to an increase of $4.2 million resulting from the addition of three Aframax / LR2 chartered-in tankers that were delivered to us during the first quarter of 2023, as well as an increase of $1.7 million resulting from more hire days for a chartered-in tanker during the first quarter of 2024 due to its dry dock during the first quarter of 2023.

Depreciation and Amortization. Depreciation and amortization was $22.4 million and $45.7 million for the three and six months ended June 30, 2024, respectively, compared to $24.4 million and $48.4 million for the same periods in the prior year. The decreases were primarily due to the sale of two Aframax / LR2 tankers during the fourth quarter of 2023 and first quarter of 2024, as well as one Aframax / LR2 tanker and one Suezmax tanker being classified as held for sale in the first quarter of 2024.

General and Administrative Expenses. General and administrative expenses were $14.0 million and $27.8 million for the three and six months ended June 30, 2024, respectively compared to $12.1 million and $24.4 million for the same periods in the prior year. The increases were primarily due to higher expenditures related to compensation, benefits and payroll taxes.

Gain on Sale of Vessel. The gain on sale of vessel of $11.6 million for the six months ended June 30, 2024 was related to the sale of one Aframax / LR2 tanker in February 2024.

Restructuring Charges. Restructuring charges of $1.2 million for the six months ended June 30, 2023 were related to organizational changes made to our commercial and technical operations teams.

Interest Expense. Interest expense was $1.0 million and $5.8 million for the three and six months ended June 30, 2024, respectively, compared to $5.9 million and $17.1 million for the same periods in the prior year. The decreases were primarily due to the repurchase of 11 Aframax / LR2 tankers and 16 Suezmax tankers during 2023 and the first quarter of 2024, all of which were previously held under sale-leaseback arrangements.

Interest Income. Interest income was $5.7 million and $11.2 million for the three and six months ended June 30, 2024, respectively, compared to $1.8 million and $4.0 million for the same periods in the prior year. The increases were primarily due to higher cash balances earning higher interest rates.

Realized and Unrealized Gain on Derivative Instruments. Realized and unrealized gain on derivative instruments was $nil for the three and six months ended June 30, 2024, respectively, compared to $0.5 million and $0.4 million for the same periods in the prior year.

From time to time, we enter into interest rate swap agreements which exchange a receipt of floating interest for a payment of fixed interest to reduce our exposure to interest rate variability on our outstanding floating-rate debt. During 2023, we terminated our interest rate swap agreement that we entered into in March 2020. As at June 30, 2024, we were not committed to any interest rate swap agreements.

During the three months and six months ended June 30, 2023, we recognized realized gains of $3.7 million and $4.2 million, respectively, as well as unrealized losses of $3.1 million and $3.7 million, respectively, under a now-terminated interest rate swap agreement.

Equity Income. Equity income was $0.9 million and $2.3 million for the three and six months ended June 30, 2024, respectively, compared to $1.1 million and $2.3 million for the same periods in the prior year. The decrease for the three months ended June 2024 was primarily due to lower spot rates realized by our 50% ownership interest in a VLCC, which has been trading in a third-party managed VLCC pooling arrangement.

Other Income. Other income was $1.5 million and $0.7 million for the three and six months ended June 30, 2024, respectively, compared to $2.3 million and $17.0 thousand for the same periods in the prior year. The net decrease for the three months ended June 30, 2024 was primarily due to changes in foreign currency exchange rates related to our accrued tax and working capital balances, partially offset by premiums paid in relation to the repurchase of two Aframax / LR2 tankers and four Suezmax tankers previously under sale-leaseback arrangements during the second quarter of 2023. The increase for the six months ended June 30, 2024 was primarily due to premiums paid in relation to the repurchase of the six aforementioned tankers in the second quarter of 2023.

Income Tax (Expense) Recovery. Income tax expense and income tax recovery was $2.3 million and $2.1 million, respectively, for the three and six months ended June 30, 2024, respectively, compared to income tax expenses of $8.1 million and $10.4 million for the same periods in the prior year. The fluctuations were primarily due to a reversal of, and a lower accrual for, certain freight tax liabilities based on an assessment of our tax position for certain jurisdictions, a higher recovery related to the expiry of the limitation period in a certain jurisdiction, as well as changes in vessel trading activities. For additional information, please read "Item 1 – Financial Statements: Note 15 - Income Tax (Expense) Recovery" of this report.

Tanker Market

Mid-size crude tanker spot rates remained firm during the second quarter of 2024, counter to normal seasonal trends. Tonne-mile demand continues to be supported by a combination of strong oil exports from key mid-size tanker load regions, geopolitical events which are causing longer voyage distances, and the start-up of the Trans Mountain Pipeline expansion (or TMX) from Vancouver, Canada. In addition, a strong product tanker market has caused LR2s that were previously trading crude oil to switch to clean product trading, increasing tightness in an already firm market. As refinery throughput increases to meet demand going into the winter months, and the other factors underpinning tonne-mile demand for mid-sized tankers remain strong, we expect spot tanker rates to be well supported through the second half of 2024 and into next year.

Global oil demand is projected to grow by 1.4 million barrels per day (or mb/d) in 2024 and 1.5 mb/d in 2025 as per the average of forecasts from the International Energy Agency (or IEA), the U.S. Energy Information Administration (or EIA) and OPEC. Much of this demand growth is expected to be met by increased oil supply from non-OPEC+ countries in the Atlantic Basin led by the United States, Brazil, Guyana, and Canada, which would be positive for tanker demand. In addition, the OPEC+ group has announced their intention to unwind 2.2 mb/d of voluntary production cuts over the course of 12 months starting in October 2024, which should give further support to crude tanker demand from the fourth quarter of 2024 onwards.

The increase in Canadian seaborne crude oil exports is being facilitated by the ramp up in exports from TMX, which opened in mid-May 2024. As all exports from the terminal are via Aframax tankers, the opening of TMX is another positive for Aframax demand. Exports from the pipeline totaled approximately 300 thousand barrels per day (or kb/d) during June with volumes flowing to refineries on the US West Coast, the Pacific Area Lightering (or PAL) off the coast of California for ship-to-ship transfer to larger tankers for onward transportation to Asia, or directly to Asia. Volumes are expected to increase towards the full capacity of 550 kb/d in the coming months, further supporting Aframax demand.

Geopolitical events continue to impact seaborne trade flows, including the ongoing attacks on shipping in the Red Sea which are causing vessels to divert long-haul via the Cape of Good Hope. This has been particularly evident in the product tanker sector, with refined product movements via the Cape of Good Hope increasing from an average of 0.8 mb/d in 2023 to 2.7 mb/d in 2024-to-date. Given the long-haul nature of these movements, the LR2 sector has benefited the most from these diversions with elevated spot rates through the first half of the year. As a result, a number of LR2s have switched from trading crude oil to clean products, with the clean trading LR2 fleet increasing by 30 to 35 vessels since the start of the year, thereby tightening fleet supply in the crude Aframax sector.

Just 3.5 million deadweight (or mdwt) of new tankers were delivered into the global tanker fleet during the first half of 2024, and deliveries this year are on track for the lowest total since the late 1980s. As such, we expect negligible tanker fleet growth through the rest of the year. Looking further ahead, we believe a combination of a modest tanker orderbook, an aging tanker fleet, and a lack of shipyard capacity until mid-2027 should ensure that tanker fleet growth remains at low levels over the next two to three years.

In summary, we expect mid-size crude tanker spot rates to remain well supported through the remainder of 2024 with geopolitical factors and resultant trade disruptions adding to rate volatility. Looking further ahead, a combination of rising oil demand and low tanker fleet growth point towards multiple years of tanker market strength.

Fleet and TCE Rates

As at June 30, 2024, we owned 42 double-hulled oil and product tankers and time chartered-in seven Aframax / LR2 tankers, one Suezmax tanker and two STS support vessels. We also owned a 50% interest in one VLCC, the results of which are included in equity income.

The following table highlights the operating performance of our time-charter vessels and spot vessels subject to the RSAs and on voyage charters, measured in net voyage revenue per revenue day, or TCE rates, before off-hire bunker expenses:


	Three Months Ended June 30, 2024
	Revenues (1)		Voyage Expenses (2)		Adjustments (3)		TCE Revenues		Revenue Days	Average TCE per Revenue Day (3)
	(in thousands)		(in thousands)		(in thousands)		(in thousands)

Voyage-charter contracts - Suezmax	$	151,458	$	(55,454)	$	1,116	$	97,120	2,163	$	44,898
Voyage-charter contracts - Aframax / LR2 (4)	$	136,516	$	(46,217)	$	455	$	90,754	2,082	$	43,590
Time charter-out contracts - Suezmax	$	3,570	$	(157)	$	—	$	3,413	91	$	37,513
Time charter-out contracts - Aframax / LR2	$	1,478	$	(23)	$	5	$	1,460	30	$	49,124
Total	$	293,022	$	(101,851)	$	1,576	$	192,747	4,366	$	44,149

(1)Excludes $2.7 million of revenues related to our STS support services operations, $0.4 million of bunker commissions earned, and $0.4 million of revenue earned from our responsibilities in employing the vessels subject to the RSAs.

(2)Includes $1.8 million of operating expenses related to providing lightering support services to our FSL operations.

(3)Adjustments primarily include off-hire bunker expenses, which are excluded from Average TCE per Revenue Day.

(4)Includes $14.4 million of revenues and $7.2 million of voyage expenses related to our FSL operations, which includes $1.8 million of operating expenses referenced in note (2) above related to FSL operations.


	Three Months Ended June 30, 2023
	Revenues (1)		Voyage Expenses (2)		Adjustments (3)		TCE Revenues		Revenue Days	Average TCE per Revenue Day (3)
	(in thousands)		(in thousands)		(in thousands)		(in thousands)

Voyage-charter contracts - Suezmax	$	196,083	$	(65,865)	$	362	$	130,580	2,269	$	57,566
Voyage-charter contracts - Aframax / LR2 (4)	$	163,883	$	(55,310)	$	499	$	109,072	2,177	$	50,100
Time-charter out contracts - Suezmax	$	3,582	$	(140)	$	(28)	$	3,414	91	$	37,513
Time charter-out contracts - Aframax / LR2	$	4,413	$	(111)	$	1	$	4,303	91	$	47,288
Total	$	367,961	$	(121,426)	$	834	$	247,369	4,628	$	53,457

(1)Excludes $1.5 million of revenues related to our STS support services operations, $0.7 million of revenue earned from our responsibilities in employing the vessels subject to the RSAs, and $0.5 million of bunker commissions earned.

(2)Includes $3.4 million of operating expenses related to providing lightering support services to our FSL operations.

(3)Adjustments primarily include off-hire bunker expenses, which are excluded from Average TCE per Revenue Day.

(4)Includes $14.5 million of revenues and $10.1 million of voyage expenses related to our FSL operations, which includes $3.4 million of operating expenses referenced in note (2) above related to FSL operations.


	Six Months Ended June 30, 2024
	Revenues (1)		Voyage Expenses (2)		Adjustments (3)		TCE Revenues		Revenue Days	Average TCE per Revenue Day (3)
	(in thousands)		(in thousands)		(in thousands)		(in thousands)

Voyage-charter contracts - Suezmax	$	317,244	$	(115,054)	$	1,357	$	203,547	4,411	$	46,147
Voyage-charter contracts - Aframax / LR2 (4)	$	299,671	$	(104,379)	$	626	$	195,918	4,239	$	46,217
Time charter-out contracts - Suezmax	$	7,123	$	(319)	$	1	$	6,805	182	$	37,512
Time charter-out contracts - Aframax / LR2	$	3,048	$	(61)	$	5	$	2,992	62	$	48,192
Total	$	627,086	$	(219,813)	$	1,989	$	409,262	8,894	$	46,019

(1)Excludes $5.7 million of revenues related to our STS support services operations, $1.3 million of bunker commissions earned, and $0.8 million of revenue earned from our responsibilities in employing the vessels subject to the RSAs.

(2)Includes $3.2 million of operating expenses related to providing lightering support services to our FSL operations.

(3)Adjustments primarily include off-hire bunker expenses, which are excluded from Average TCE per Revenue Day.

(4)Includes $32.8 million of revenues and $14.3 million of voyage expenses related to our FSL operations, which includes $3.2 million of operating expenses referenced in note (2) above related to FSL operations.


	Six Months Ended June 30, 2023
	Revenues (1)		Voyage Expenses (2)		Adjustments (3)		TCE Revenues		Revenue Days	Average TCE per Revenue Day (3)
	(in thousands)		(in thousands)		(in thousands)		(in thousands)

Voyage-charter contracts - Suezmax	$	391,491	$	(135,556)	$	369	$	256,304	4,518	$	56,732
Voyage-charter contracts - Aframax / LR2 (4)	$	353,219	$	(112,454)	$	1,046	$	241,811	4,148	$	58,294
Time-charter out contracts - Suezmax	$	7,060	$	(242)	$	(28)	$	6,790	181	$	37,513
Time charter-out contracts - Aframax / LR2	$	7,945	$	(176)	$	2	$	7,771	198	$	39,253
Total	$	759,715	$	(248,428)	$	1,389	$	512,676	9,045	$	56,681

(1)Excludes $3.3 million of revenues related to our STS support services operations, $1.4 million of revenue earned from our responsibilities in employing the vessels subject to the RSAs, and $0.9 million of bunker commissions earned.

(2)Includes $6.2 million of operating expenses related to providing lightering support services to our FSL operations.

(3)Adjustments primarily include off-hire bunker expenses, which are excluded from Average TCE per Revenue Day.

(4)Includes $48.9 million of revenues and $25.3 million of voyage expenses related to our FSL operations, which includes $6.2 million of operating expenses referenced in note (2) above related to FSL operations.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Capital

We generate cash flows primarily from chartering out our vessels. We employ a chartering strategy that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters and FSL contracts to reduce potential downside risks. Our short-term charters and spot market tanker operations contribute to the volatility of our net operating cash flow, and thus may impact our ability to generate sufficient cash flows to meet our short-term liquidity needs. Historically, the tanker industry has been cyclical, experiencing volatility in profitability and asset values resulting from changes in the supply of, and demand for, vessel capacity. In addition, tanker spot markets historically have exhibited seasonal variations in charter rates. Tanker spot markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere and unpredictable weather patterns that tend to disrupt vessel scheduling. However, there can be other factors that override typical seasonality, such as global oil trade routes and tonne-mile demand being impacted by Russia's invasion of Ukraine. While exposure to the volatile spot market is the largest potential cause for changes in our net operating cash flow from period to period, variability in our net operating cash flow also reflects changes in interest rates, fluctuations in working capital balances, the timing and the amount of dry-docking expenditures, repairs and maintenance activities, the average number of vessels in service, including chartered-in vessels, and vessel acquisitions or vessel dispositions, among other factors. The number of vessel dry dockings varies each period depending on vessel maintenance schedules.

Our other primary sources of cash are long-term bank borrowings, lease or equity financings, and the proceeds from the sales of our older vessels.

As of June 30, 2024, we have one credit facility, our 2023 Revolver, and we had no vessels subject to financing leases. Our 2023 Revolver is described in "Item 1 – Financial Statements: Note 5 - Long-Term Debt" of this report. Our 2023 Revolver contains covenants and other restrictions that we believe are typical of debt financing collateralized by vessels, including those that restrict the relevant subsidiaries from: incurring or guaranteeing additional indebtedness; making certain negative pledges or granting certain liens; and selling, transferring, assigning or conveying assets. Our 2023 Revolver requires us to maintain certain financial covenants. The terms of and compliance with these financial covenants are described in further detail in "Item 1 – Financial Statements: Note 5 - Long-Term Debt" of this report. If we do not meet these financial or other covenants, the lenders may declare our obligations under the agreement immediately due and payable and terminate any further loan commitments, which depending upon our other liquidity at the time, could significantly affect our short-term liquidity requirements. As at June 30, 2024, we were in compliance with all covenants under our 2023 Revolver. Our 2023 Revolver requires us to make interest payments based on SOFR plus a margin. Depending upon the amount of our floating-rate credit facilities and balances from time to time, significant increases in interest rates could adversely affect our results of operations and our ability to service our debt. From time to time, we use interest rate swaps to reduce our exposure to market risk from changes in interest rates. As at June 30, 2024, we were not committed to any interest rate swap agreements.

Our primary uses of cash include the payment of operating expenses, dry-docking expenditures, costs associated with modifications to our vessels, funding our other working capital requirements, dividend payments on our common shares, repurchase of our common shares under our share repurchase program, providing funding to our equity-accounted joint venture from time to time, debt servicing costs, as well as scheduled repayments of long-term debt. In addition, we may use cash to acquire new or second-hand vessels. The timing of the acquisition of vessels depends on a number of factors, including newbuilding prices, second-hand vessel values, the age, condition and size of our existing fleet, the commercial outlook for our vessels and other considerations. As such, vessel acquisition activity may vary significantly from year-to-year.

Cash Flows

The following table summarizes our consolidated cash and cash equivalents provided by (used for) operating, financing and investing activities for the periods presented:


	Six Months Ended June 30,
	2024	2023
(in thousands of U.S. Dollars)	$	$
Net cash flow provided by operating activities	276,033	370,211
Net cash flow used for financing activities	(226,975)	(377,219)
Net cash flow provided by (used for) investing activities	12,520	(800)

Net Operating Cash Flow

The $94.2 million decrease in net operating cash flow for the six months ended June 30, 2024, compared to the same period in 2023 was primarily due to:

•a net decrease of $94.7 million in cash inflows primarily due to lower operating earnings during the first half of 2024 resulting from lower average realized spot tanker rates, as well as the sale of two Aframax / LR2 tankers during the fourth quarter of 2023 and the first quarter of 2024, partially offset by lower interest expense resulting from the repurchase of 27 tankers during 2023 and the first quarter of 2024, all of which were previously held under sale-leaseback arrangements, higher interest income, as well as the addition of three chartered-in vessels during the first quarter of 2023; and

•an increase of $4.9 million in cash outflows related to expenditures for dry-docking activities during the first half of 2024 compared to the same period of the prior year;

partially offset by:

•a decrease of $5.4 million in cash outflows related to changes in net working capital during the first half of 2024.

Net Financing Cash Flow

Net cash flow used for financing activities decreased by $150.2 million for the six months ended June 30, 2024, compared to the same period in 2023. The decrease was primarily due to:

•a decrease of $186.5 million in cash outflows primarily due to a decrease in prepayments and scheduled repayments on our finance lease obligations resulting from the repurchase of eight Suezmax tankers under their previous sale-leaseback financing agreements in the first half of 2024 compared to the repurchase of six Suezmax tankers and nine Aframax / LR2 tankers in the first half of 2023;

•a decrease of $4.5 million in cash outflows due to debt issuance costs paid in relation to the setup of the 2023 Revolver that was entered during the first half of 2023; and

•an increase of $2.9 million in cash inflows due to proceeds received upon the exercise of stock options during the first half of 2024;

partially offset by:

•an increase of $43.2 million in cash outflows due to cash dividends on our common shares paid during the first half of 2024.

Net Investing Cash Flow

Net cash flow provided by investing activities increased by $13.3 million for the six months ended June 30, 2024, compared to the same period in 2023. The increase was primarily due to:

•an increase of $23.4 million in cash inflows resulting from net proceeds received from the sale of one Aframax / LR2 tanker during the first half of 2024;

partially offset by:

•an increase of $7.1 million in cash outflows resulting from a deposit paid for the purchase of an Aframax / LR2 tanker during the first half of 2024;

•a decrease of $1.9 million in cash inflows resulting from a partial loan repayment from our equity-accounted joint venture during the first half of 2023; and

•an increase of $1.2 million in cash outflows resulting from higher capital expenditures during the first half of 2024.

Liquidity

Our primary sources of liquidity are cash and cash equivalents, net operating cash flow, our undrawn credit facility, and capital raised through financing transactions. The primary objectives of our cash management policy are to preserve capital, to ensure that cash investments can be sold readily and efficiently, and to provide an appropriate return. The nature and extent of amounts that can be borrowed under our 2023 Revolver are described in "Item 1 – Financial Statements: Note 5 - Long-Term Debt" of this report.

For information on our dividend policy and share repurchase program, please see "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" in "Item 5 – Operating and Financial Review and Prospects" in our Annual Report on Form 20-F for the year ended December 31, 2023.

Our total consolidated liquidity, including cash, cash equivalents and undrawn credit facility, increased by $27.6 million during the six months ended June 30, 2024 from $687.1 million as at December 31, 2023 to $714.7 million as at June 30, 2024. The net increase during the six months ended June 30, 2024 was primarily a result of the following events or changes during the first half of 2024: $276.0 million of net operating cash inflow during the first half of 2024; $23.4 million received from the sale of one Aframax / LR2 tanker and $2.9 million of proceeds received upon the exercise of stock options; partially offset by a $137.0 million payment for the repurchase of eight Suezmax tankers that were previously under sale-leaseback arrangements; $85.7 million of cash dividends paid on our common shares; $33.9 million of reduction in the borrowing capacity of our 2023 revolver; $7.1 million paid as a deposit for the purchase of an Aframax / LR2 tanker; $5.2 million of scheduled repayments of obligations related to finance leases and $3.9 million of expenditures for capital upgrades for vessels and equipment.

We anticipate that our liquidity at June 30, 2024, combined with cash we expect to generate during the 12 months following the date of this report, will be sufficient to meet our cash requirements for at least the one-year period following the date of this report.

Our 2023 Revolver matures in May 2029, and there was no amount outstanding under the facility as at June 30, 2024. Our ability to refinance our 2023 Revolver will depend upon, among other things, the estimated market value of our vessels, our financial condition and the condition of credit markets at such time. In addition, as at June 30, 2024, we had a purchase commitment related to the acquisition of a 2021-built Aframax / LR2 tanker. In June 2024, we signed an agreement to acquire this vessel for a purchase price of $70.5 million, and a deposit of $7.1 million was paid and placed in an escrow account. In July 2024, we took delivery of the tanker and paid the remaining balance of $63.4 million using cash on hand. Approximately 50% of our fleet is currently aged 15 years and older, and we may continue the process of fleet renewal in the coming years. We expect that any fleet renewal expenditures will be funded using the undrawn revolving credit facility, cash on hand and new financing arrangements, including bank borrowings, finance leases and, potentially, the issuance of debt and equity securities.

The following table summarizes our other contractual obligations as at June 30, 2024:



(in millions of U.S. Dollars)	Total	12 Months Following June 30, 2024	Remainder of 2025	2026	2027	2028	Beyond 2028
U.S. Dollar-Denominated Obligations



Chartered-in vessels (operating leases) (1)	117.5	58.7	15.9	18.8	11.2	6.3	6.6
Total	117.5	58.7	15.9	18.8	11.2	6.3	6.6

(1)Excludes payments required if we exercise options to extend the terms of chartered-in leases signed as of June 30, 2024.

Other risks and uncertainties related to our liquidity include changes to income tax legislation or the resolution of uncertain tax positions relating to freight tax liabilities as outlined in "Item 1 – Financial Statements: Note 15 - Income Tax (Expense) Recovery" of this report, which could have a significant financial impact on our business, which we cannot predict with certainty at this time. In addition, as at June 30, 2024, the High-Q joint venture had a loan outstanding with a financial institution with a balance of $18.8 million, and we guarantee 50% of the outstanding loan balance. Finally, existing or future climate control legislation or other regulatory initiatives that restrict emissions of greenhouse gases could have a significant financial and operational impact on our business, which we cannot predict with certainty at this time. Such regulatory measures could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. The inclusion of the maritime industry in the EU ETS as of January 1, 2024, requires us to acquire allowances related to our greenhouse gas emissions as outlined in "Item 1 – Financial Statements: Note 1 – Basis of Presentation”, “Item 1 – Financial Statements: Note 4 – Intangible Assets” and “Item 1 – Financial Statements: Note 7 – Obligation Related to EU ETS” of this report. In addition, increased regulation of greenhouse gases may, in the long-term, lead to reduced demand for oil and reduced demand for our services.

CRITICAL ACCOUNTING ESTIMATES

We prepare our consolidated financial statements in accordance with GAAP, which require us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Accounting estimates and assumptions that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties are discussed

in "Item 5 – Operating and Financial Review and Prospects" in our Annual Report on Form 20-F for the year ended December 31, 2023. There have been no significant changes to these estimates and assumptions for the six months ended June 30, 2024.

NON-GAAP FINANCIAL MEASURE

Net Revenues

Net revenues is a non-GAAP financial measure. Consistent with general practice in the shipping industry, we use “net revenues” (defined as income from operations before vessel operating expenses, time-charter hire expenses, depreciation and amortization, general and administrative expenses, gain or loss on sale and write-down of assets, and restructuring charges) as a measure of equating revenues generated from voyage charters to revenues generated from time charters, which assists us in making operating decisions about the deployment of our vessels and their performance. Since under time charters the charterer pays the voyage expenses, whereas under voyage charters, the ship-owner pays these expenses, we include voyage expenses in net revenues. Some voyage expenses are fixed, and the remainder can be estimated. If we, as the ship owner, pay the voyage expenses, we typically pass the approximate amount of these expenses on to our customers by charging higher rates to them. As a result, although revenues from different types of contracts may vary, the net revenues are comparable across the different types of contracts. We principally use net revenues because it provides more meaningful information to us than income from operations, the most directly comparable GAAP financial measure. Net revenues is also widely used by investors and analysts in the shipping industry for comparing financial performance between companies and to industry averages. The following table reconciles net revenues with income from operations.


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands of U.S. Dollars)	2024	2023	2024	2023
Income from operations	102,135	159,571	241,376	341,422
Add (subtract) specific items affecting income from operations:
Vessel operating expenses	38,356	37,800	75,851	75,982
Time-charter hire expenses	19,670	18,691	39,186	31,636
Depreciation and amortization	22,373	24,384	45,691	48,359
General and administrative expenses	13,959	12,118	27,802	24,387
Gain on sale of vessel	—	—	(11,601)	—
Restructuring charges	—	—	—	1,248
Net revenues	196,493	252,564	418,305	523,034

Table of Contents

FORWARD-LOOKING STATEMENTS

This Report on Form 6-K for the three and six months ended June 30, 2024 contains certain forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and our operations, performance and financial condition, including, in particular, statements regarding:

•the crude oil and refined product tanker market fundamentals, including the balance of supply and demand in the oil and tanker markets and the volatility of such markets;

•forecasts of worldwide tanker fleet growth or contraction;

•estimated changes in global oil demand and supply;

•future tanker rates and OPEC+ oil production or oil supply cuts, and the impact of the OPEC+ group unwinding voluntary production cuts starting in October 2024;

•the impact of the commissioning of the Trans Mountain Pipeline expansion, including the volume of exports from the pipeline in the future;

•the effectiveness of our chartering strategy in capturing upside opportunities and reducing downside risks;

•timing of and our expectations regarding vessel acquisitions and deliveries, vessel refinancing, tanker contracts and potential fleet renewal;

•general domestic and international political conditions and geopolitical conflicts;

•the impact of the Israel-Hamas war or the invasion of Ukraine by Russia on the economy, our industry and our business, including as the result of sanctions, import restrictions and other related actions, and the persistence of altered trade patterns;

•the effect on typical seasonal variations in tanker rates;

•the impact on us and the shipping industry of environmental regulations, liabilities and developments, including climate change;

•the impact on us and the maritime industry of being included in the EU ETS;

•our liquidity needs for the upcoming 12 months, including anticipated funds and sources of financing for liquidity and capital expenditure needs, and the sufficiency of cash flows and other sources of liquidity;

•our expectations regarding the reference rates and the covenants in our financing agreements, including the potential effects of financial covenants or restrictions;

•the impact of recent accounting pronouncements on our consolidated financial statements and related disclosures;

•our expectations regarding, and our accounting estimates and the level of expected changes in our provisions for uncertain tax positions relating to freight taxes in the next 12 months;

•our dividend policy and the declaration or payment of any future dividends on our common shares, and our share repurchase program and any future repurchases completed pursuant to such program; and

•expected interest payments on our contractual obligations and the impact on our payment obligations if we exercise options to extend chartered-in leases.

Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe”, “anticipate”, “expect”, “estimate”, “project”, “will be”, “will continue”, “will likely result”, or words or phrases of similar meanings. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements, which involve risks and uncertainties. Important factors that could cause actual results to differ materially include, but are not limited to: spot tanker market rate fluctuations; changes in vessel values; changes in price, the production of or demand for oil or refined products; changes in trading patterns significantly affecting overall vessel tonnage requirements; greater or lower than expected levels of tanker scrapping; non-OPEC+ and OPEC+ production and supply levels; changes in applicable industry laws and regulations and the timing of implementation of new laws and regulations, including those that may further regulate greenhouse gas emissions, including the recent inclusion of the maritime industry in the EU ETS; the potential for early termination of charter contracts and our potential inability to renew or replace charter contracts; competitive factors in the markets in which we operate; loss of any customer, time-charter or vessel; our potential inability to meet our liquidity needs; our future capital expenditure requirements; changes in interest rates and the capital markets; changes in our costs, such as the cost of crews, dry-docking expenses and associated off-hire days; dry-docking delays; the impact of geopolitical tensions and conflicts, including the Hamas-Israel war, Russia's invasion of Ukraine and related sanctions, import and other restrictions; changes in global economic conditions; our levels of available cash and cash reserves and the declaration of any future dividends by our Board of Directors; and other factors detailed from time to time in our periodic reports filed with the SEC, including our Annual Report on Form 20-F for the year ended December 31, 2023. We do not intend to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES

June 30, 2024

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

None.

Item 1A – Risk Factors

In addition to the other information set forth in this Report on Form 6-K, you should carefully consider the risk factors discussed in Part I, “Item 3 – Key Information - Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2023, which could materially affect our business, financial condition or results of operations, the price and value of our securities and our ability to pay dividends on our common shares.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 – Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

N/A.

Item 5 – Other Information

Our 2024 Annual General Meeting was held on June 3, 2024. The following persons were elected directors for a one-year period by the votes set forth opposite their names:

Terms expiring 2025

Votes For

Votes Withheld

Votes Against

Broker Non-Votes

Kenneth Hvid

34,776,987

9,476,786

N/A

Sai Chu

39,496,359

4,757,414

N/A

Richard T. du Moulin

30,487,050

13,766,723

N/A

David Schellenberg

44,031,622

222,151

N/A

Peter Antturi

30,386,782

13,866,991

N/A

The appointment by the Board of Directors of KPMG LLP, as the independent auditors of the Company for the fiscal year ending December 31, 2024, was also ratified by the shareholders by the following votes:

Votes For: 44,212,204 Votes Against: 33,839 Votes Withheld or Abstentions: 7,730

Item 6 – Exhibits

N/A.

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE COMPANY.

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-148055) FILED WITH THE SEC ON DECEMBER 13, 2007.

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-194404) FILED WITH THE SEC ON MARCH 7, 2014.

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-223824) FILED WITH THE SEC ON MARCH 21, 2018.

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-271427) FILED WITH THE SEC ON APRIL 25, 2023.

SIGNATURE

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.