tnk-20210630

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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, 2021

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 ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes ¨ No ý

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes ¨ No ý

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TEEKAY TANKERS LTD.

REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021

INDEX


PART I: FINANCIAL INFORMATION		PAGE

Item 1.	Financial Statements
	Unaudited Consolidated Statements of (Loss) Income for the three and six months ended J une 30 , 2021 and 2020	1
	Unaudited Consolidated Balance Sheets as at June 30 , 2021 and December 31, 2020	2
	Unaudited Consolidated Statements of Cash Flows for the six months ended June 30 , 2021 and 2020	3
	Unaudited Consolidated Statements of Changes in Equity for the three and six months ended June 30 , 2021 and 2020	4
	Notes to the Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
PART II: OTHER INFORMATION		32
SIGNATURES		33

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PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

TEEKAY TANKERS LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF (LOSS) INCOME (note 1)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	$		$		$		$

Voyage charter revenues (note 3)	113,998		207,926		226,199		525,404
Time-charter revenues (note 3)	7,065		34,986		35,350		50,553

Other revenues (notes 3 and 4)	2,357		3,580		4,620		12,435
Total revenues	123,420		246,492		266,169		588,392

Voyage expenses	(71,773)		(61,558)		(140,818)		(180,799)
Vessel operating expenses (note 13b)	(43,129)		(46,218)		(86,177)		(96,867)
Time-charter hire expenses	(2,138)		(9,296)		(5,768)		(19,175)
Depreciation and amortization	(26,895)		(29,546)		(53,579)		(59,178)
General and administrative expenses (note 13b)	(12,233)		(9,784)		(23,703)		(19,070)
(Write-down) and gain (loss) on sale of assets (note 15)	(86,686)		2,896		(87,401)		(191)
(Loss) income from operations	(119,434)		92,986		(131,277)		213,112

Interest expense	(9,299)		(13,492)		(19,367)		(28,627)
Interest income	29		567		59		823
Realized and unrealized (loss) gain on derivative instruments (note 8)	(512)		(589)		191		(1,416)
Equity (loss) income	(829)		3,188		(1,188)		5,128
Other (expense) income (note 9)	(1,218)		940		(475)		2,083
Net (loss) income before income tax	(131,263)		83,600		(152,057)		191,103
Income tax recovery (note 10)	2,119		14,598		1,548		13,934
Net (loss) income	(129,144)		98,198		(150,509)		205,037


Per common share amounts (note 14)
- Basic (loss) earnings per share	$	(3.83)	$	2.91	$	(4.46)	$	6.08
- Diluted (loss) earnings per share	$	(3.83)	$	2.89	$	(4.46)	$	6.04

Weighted-average number of Class A and Class B common stock outstanding (note 14)
- Basic	33,763,367		33,727,978		33,753,599		33,698,972
- Diluted	33,763,367		33,978,730		33,753,599		33,962,511

Related party transactions (note 13)

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

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TEEKAY TANKERS LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS (notes 1 and 2)

(in thousands of U.S. Dollars)


	As at	As at
	June 30, 2021	December 31, 2020
	$	$
ASSETS
Current
Cash and cash equivalents	60,498	97,232
Restricted cash – current (note 16)	2,764	2,779
Accounts receivable	35,056	36,202
Assets held for sale (note 15)	11,925	32,974
Due from affiliates (note 13c)	681	5,236

Bunker and lube oil inventory	49,609	34,606
Prepaid expenses	12,528	9,739
Accrued revenue	20,673	26,640
Total current assets	193,734	245,408
Restricted cash – long-term (note 16)	3,135	3,135
Vessels and equipment
At cost, less accumulated depreciation of $282.7 million (2020 - $417.4 million) (note 6)	1,056,657	1,104,742
Vessels related to finance leases, at cost, less accumulated depreciation of $89.5 million (2020 - $124.4 million) (note 7)	368,118	450,558
Operating lease right-of-use assets (notes 7 and 15)	548	2,529
Total vessels and equipment	1,425,323	1,557,829
Investment in and advances to equity-accounted joint venture	25,873	28,561
Derivative assets (note 8)	101	—
Other non-current assets	1,887	897
Intangible assets at cost, less accumulated amortization of $4.0 million (2020 - $3.7 million)	1,734	1,989
Goodwill	2,426	2,426
Total assets	1,654,213	1,840,245
LIABILITIES AND EQUITY
Current
Accounts payable	31,115	31,059
Accrued liabilities (note 13c)	36,923	55,055
Short-term debt (note 5)	10,000	10,000
Due to affiliates (note 13c)	10,162	3,123
Current portion of long-term debt (note 6)	10,864	10,858
Current portion of derivative liabilities (note 8)	632	289
Current obligations related to finance leases (note 7)	139,965	78,476
Current portion of operating lease liabilities (note 7)	837	3,685
Other current liabilities (note 3)	822	4,574
Total current liabilities	241,320	197,119
Long-term debt (note 6)	282,735	232,103
Long-term obligations related to finance leases (note 7)	152,792	281,567
Long-term operating lease liabilities (note 7)	105	315
Derivative liabilities (note 8)	—	597
Other long-term liabilities (note 10)	47,828	49,642
Total liabilities	724,780	761,343
Commitments and contingencies (notes 5, 6, 7, and 8)
Equity
Common stock and additional paid-in capital (585.0 million shares authorized, 29.2 million Class A and 4.6 million Class B shares issued and outstanding as of June 30, 2021, and 585.0 million shares authorized, 29.1 million Class A and 4.6 million Class B shares issued and outstanding as at December 31, 2020) (note 12)	1,300,260	1,299,220
Accumulated deficit	(370,827)	(220,318)
Total equity	929,433	1,078,902
Total liabilities and equity	1,654,213	1,840,245

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

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TEEKAY TANKERS LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (note 1)

(in thousands of U.S. Dollars)


	Six Months Ended June 30,
	2021	2020
	$	$
Cash, cash equivalents and restricted cash provided by (used for)
OPERATING ACTIVITIES
Net (loss) income	(150,509)	205,037
Non-cash items:
Depreciation and amortization	53,579	59,178
Write-down and loss on sale of assets (note 15)	87,401	191
Unrealized (gain) loss on derivative instruments (note 8)	(388)	1,776
Equity loss (income)	1,188	(5,128)
Income tax recovery (note 10)	(1,879)	(12,873)
Other	378	(8)
Change in operating assets and liabilities	(22,873)	60,379
Expenditures for dry docking	(12,602)	(3,681)
Net operating cash flow	(45,705)	304,871

FINANCING ACTIVITIES
Proceeds from short-term debt (note 5)	25,000	205,000
Prepayments of short-term debt (note 5)	(25,000)	(245,000)
Proceeds from long-term debt, net of issuance costs (note 6)	70,000	477,822
Scheduled repayments of long-term debt (note 6)	(5,615)	(8,812)
Prepayments of long-term debt (note 6)	(15,000)	(717,368)

Scheduled repayments of obligations related to finance leases (note 7)	(10,562)	(12,269)
Prepayment of obligations related to finance leases (note 7)	(56,724)	—
Other	(93)	(562)
Net financing cash flow	(17,994)	(301,189)

INVESTING ACTIVITIES
Proceeds from sale of assets (2020 - net of cash sold of $2.1 million) (note 15)	32,687	75,214
Expenditures for vessels and equipment	(7,237)	(3,076)
Loan repayments from equity-accounted joint venture	1,500	3,500
Net investing cash flow	26,950	75,638

(Decrease) increase in cash, cash equivalents and restricted cash	(36,749)	79,320
Cash, cash equivalents and restricted cash, beginning of the period	103,146	96,790
Cash, cash equivalents and restricted cash, end of the period	66,397	176,110

Supplemental cash flow information (note 16)

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

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TEEKAY TANKERS LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (note 1)

(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 Deficit $	Total $
Balance as at December 31, 2020	33,738	1,210,688	88,532	(220,318)	1,078,902
Net loss	—	—	—	(21,365)	(21,365)
Equity-based compensation (note 12)	17	341	—	—	341
Balance as at March 31, 2021	33,755	1,211,029	88,532	(241,683)	1,057,878
Net loss	—	—	—	(129,144)	(129,144)
Equity-based compensation (note 12)	24	699	—	—	699
Balance as at June 30, 2021	33,779	1,211,728	88,532	(370,827)	929,433


	Common Stock and Additional Paid-in Capital
	Thousands of Common Shares #	Class A Common Shares $	Class B Common Shares $	Accumulated Deficit $	Total $
Balance as at December 31, 2019	33,655	1,209,023	88,532	(307,635)	989,920
Net income	—	—	—	106,839	106,839
Equity-based compensation (note 12)	57	468	—	—	468
Balance as at March 31, 2020	33,712	1,209,491	88,532	(200,796)	1,097,227
Net income	—	—	—	98,198	98,198
Equity-based compensation (note 12)	26	374	—	—	374
Balance as at June 30, 2020	33,738	1,209,865	88,532	(102,598)	1,195,799

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

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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, equity-accounted joint venture and any variable interest entities (or VIEs) of which it is the primary beneficiary (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, 2020, filed on Form 20-F with the U.S. Securities and Exchange Commission (or the SEC) on April 1, 2021. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments, consisting solely of a normal recurring nature, necessary to present fairly, in all material respects, the Company’s unaudited consolidated financial position, results of operations, cash flows and changes in total 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.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (or COVID-19) as a pandemic. Given the dynamic nature of these circumstances, the full extent to which the COVID-19 global pandemic may have direct or indirect impacts on the Company's business and the related financial reporting implications cannot be reasonably estimated at this time, although the pandemic could materially affect the Company's business, results of operations and financial condition in the future. COVID-19 has resulted and may continue to result in a significant decline in global demand for oil. As the Company's business includes the transportation of crude oil and refined petroleum products on behalf of customers, any significant decrease in demand for the cargo the Company transports could adversely affect demand for the Company's vessels and services. Spot tanker rates have come under pressure since mid-May 2020 as a result of significantly reduced oil demand due to COVID-19 and the subsequent decision by the OPEC+ group of oil producers to implement record oil supply cuts. Reduced oil production from other oil producing nations due to the impact of COVID-19, as well as the unwinding of floating storage and the delivery of newbuilding vessels to the world tanker fleet, has also contributed to the weakness in tanker rates. COVID-19 was also a contributing factor to the write-down of certain tankers during the three and six months ended June 30, 2021 as described in Note 15 - (Write-down) and Gain (Loss) on Sale of Assets, and the reduction in certain tax accruals during the three and six months ended June 30, 2020 as described in Note 10 - Income Tax Recovery.

2. Recent Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (or ASU 2019-12), as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences, among other changes. The Company adopted this update on January 1, 2021. The adoption did not have an impact on the Company's unaudited consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (or ASU 2020-04). ASU 2020-04 provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (or LIBOR). The amendments in ASU 2020-04 apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in this ASU are effective through December 31, 2022. The Company is currently evaluating the effect of adopting this new guidance.

3. Revenue

The Company’s primary source of revenue is from chartering its vessels (Aframax tankers, Suezmax 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, either stationary or underway, as well as management services to third-party owners of vessels. Prior to April 30, 2020, the Company managed liquefied natural gas (or LNG) terminals and procured LNG-related goods for terminal owners and other customers. 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, 2020. On April 30, 2020, the Company completed the sale of the non-US portion of its STS support services business, as well as its LNG terminal management business (see note 15).

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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)

The following table contains a breakdown of the Company's revenue by contract type for the three and six months ended June 30, 2021 and June 30, 2020. All revenue is part of the Company's tanker segment, except for revenue for the non-US portion of the STS support services and LNG terminal management, consultancy, procurement, and other related services, which are part of the Company's previously existing STS transfer segment (see note 4). The Company’s lease income consists of the revenue from its voyage charters and time-charters.


	Three Months Ended June 31,		Six Months Ended June 30,
	2021	2020	2021	2020
	$	$	$	$
Voyage charter revenues
Suezmax	61,794	93,985	117,737	251,705
Aframax	23,544	59,369	50,613	131,833
LR2	16,518	27,873	33,667	76,659
Full service lightering	12,142	26,699	24,182	65,207
Total	113,998	207,926	226,199	525,404

Time-charter revenues
Suezmax	955	31,000	20,390	46,567
Aframax	5,292	2,158	11,532	2,158
LR2	818	1,828	3,428	1,828
Total	7,065	34,986	35,350	50,553

Other revenues
Ship-to-ship support services	1,131	1,123	2,101	7,842
Vessel management	1,226	1,848	2,519	4,201
LNG terminal management, consultancy, procurement and other	—	609	—	392
Total	2,357	3,580	4,620	12,435

Total revenues	123,420	246,492	266,169	588,392

Charters-out

As at June 30, 2021, three (December 31, 2020 - nine) of the Company’s vessels operated under fixed-rate time charter contracts, one of which is scheduled to expire in 2021 and two of which are scheduled to expire in 2022. As at June 30, 2021, the minimum scheduled future revenues to be received by the Company under these time charters were approximately $10.7 million (remainder of 2021) and $5.2 million (2022) (December 31, 2020 - $45.3 million (2021) and $5.2 million (2022)). 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 hire payments generated from new contracts entered into after June 30, 2021, from unexercised option periods of contracts that existed on June 30, 2021 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 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, 2021, the Company had nil (December 31, 2020 - $4.2 million) of advanced payments recognized as contract liabilities that are expected to be recognized as time-charter revenues in subsequent periods and which are included in other current liabilities on the Company's unaudited consolidated balance sheets.

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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. Segment Reporting

On April 30, 2020, the Company completed the sale of the non-US portion of its STS support services business, as well as its LNG terminal management business. Following the sale, the Company's remaining STS support operations were integrated into the Company's tanker business. As a result, effective April 30, 2020, the Company has one reportable segment. The Company’s segment information for all periods prior to the sale and reorganization has been retroactively adjusted whereby the remaining STS support operations have been reallocated from the STS transfer segment to the tanker segment. Consequently, the Company’s tanker segment now consists of the operation of all of its tankers, including the operations from those tankers employed on full service lightering contracts, and the US based STS support service operations that the Company retained, including its lightering support services provided as part of full service lightering operations. The Company’s STS transfer segment consisted of the Company’s non-US lightering support services, LNG terminal management, consultancy, procurement, and other related services which were sold as of April 30, 2020. Segment results are evaluated based on income from operations. The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company’s unaudited consolidated financial statements.

The following tables include results for the Company’s revenues and income from operations by segment for the three and six months ended June 30, 2020. No results are included for the three and six months ended June 30, 2021 as the Company only had one reportable segment during that period.


Three Months Ended June 30, 2020
	Tanker Segment	STS Transfer Segment	Total
	$	$		$
Revenues (1)	245,728	764		246,492
Voyage expenses	(61,558)	—		(61,558)
Vessel operating expenses	(45,140)	(1,078)		(46,218)
Time-charter hire expenses	(9,296)	—		(9,296)
Depreciation and amortization	(29,425)	(121)		(29,546)
General and administrative expenses (2)	(9,637)	(147)		(9,784)
(Loss) gain on sale of assets and write-down of assets	(185)	3,081		2,896

Income from operations	90,487	2,499		92,986

Equity income	3,188	—		3,188

(1)Revenues earned from the STS transfer segment are reflected in Other Revenues in the Company's unaudited consolidated statements of (loss) income.

(2)Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources).


Six Months Ended June 30, 2020
	Tanker Segment	STS Transfer Segment	Total
	$	$		$
Revenues (1)	581,400	6,992		588,392
Voyage expenses	(180,799)	—		(180,799)
Vessel operating expenses	(90,927)	(5,940)		(96,867)
Time-charter hire expenses	(19,175)	—		(19,175)
Depreciation and amortization	(58,685)	(493)		(59,178)
General and administrative expenses (2)	(18,443)	(627)		(19,070)
(Loss) gain on sale of assets and write-down of assets	(3,272)	3,081		(191)

Income from operations	210,099	3,013		213,112

Equity income	5,128	—		5,128

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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)Revenues earned from the STS transfer segment are reflected in Other Revenues in the Company's unaudited consolidated statements of (loss) income.

(2)Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources).

5. Short-Term Debt

In November 2018, Teekay Tankers Chartering Pte. Ltd. (or TTCL), a wholly-owned subsidiary of the Company, entered into a working capital revolving loan facility (or the Working Capital Loan), which initially provided available aggregate borrowings of up to $40.0 million for TTCL, and had an initial maturity date in May 2019, subject to extension as described below. The maximum available aggregate borrowings were subsequently increased to $80.0 million, effective December 2019. The amount available for drawdown is limited to a percentage of certain receivables and accrued revenue, which is assessed weekly. The next maturity date of the Working Capital Loan is in November 2021. The Working Capital Loan maturity date is continually extended for further periods of six months thereafter unless and until the lender gives notice in writing that no further extensions shall occur. Proceeds of the Working Capital Loan are used to provide working capital in relation to certain vessels subject to the revenue sharing agreements (or RSAs). Interest payments are based on LIBOR plus a margin of 3.5%. The Working Capital Loan is collateralized by the assets of TTCL. The Working Capital Loan requires the Company to maintain its paid-in capital contribution under the RSAs and the retained distributions of the RSA counterparties in an amount equal to the greater of (a) an amount equal to the minimum average capital contributed by the RSA counterparties per vessel in respect of the RSA (including cash, bunkers or other working capital contributions and amounts accrued to the RSA counterparties but unpaid) and (b) a minimum capital contribution ranging from $20.0 million to $30.0 million based on the amount borrowed. As at June 30, 2021, $10.0 million (December 31, 2020 - $10.0 million) was owing under this facility, the aggregate available borrowings were $29.8 million (December 31, 2020 - $32.0 million) and the interest rate on the facility was 3.6% (December 31, 2020 - 3.6%). As at June 30, 2021, the Company was in compliance with all covenants in respect of this facility.

6. Long-Term Debt


	As at	As at
	June 30, 2021	December 31, 2020
	$	$
Revolving credit facility due through 2024	240,000	185,000
Term loan due in 2023	58,953	64,568
Total principal	298,953	249,568
Less: unamortized discount and debt issuance costs	(5,354)	(6,607)
Total debt	293,599	242,961
Less: current portion	(10,864)	(10,858)
Long-term portion	282,735	232,103

As at June 30, 2021, the Company had one revolving credit facility (or the 2020 Revolver), which, as at such date, provided for aggregate borrowings of up to $391.2 million (December 31, 2020 - $438.4 million), of which $151.2 million (December 31, 2020 - $253.4 million) was undrawn. Interest payments are based on LIBOR plus a margin, which was 2.40% as at June 30, 2021 (December 31, 2020 - 2.40%). The total amount available under the 2020 Revolver decreases by $44.2 million (remainder of 2021), $80.4 million (2022), $65.3 million (2023) and $201.3 million (2024). The 2020 Revolver is collateralized by 31 of the Company's vessels, together with other related security.

As at June 30, 2021, the Company also had one term loan (or the 2020 Term Loan) outstanding, which totaled $59.0 million (December 31, 2020 - $64.6 million). Interest payments are based on LIBOR plus a margin, which was 2.25% as at June 30, 2021 (December 31, 2020 - 2.25%). The term loan reduces in quarterly payments and has a balloon repayment due at maturity in 2023. The 2020 Term Loan is collateralized by four of the Company's vessels, together with other related security.

The 2020 Revolver and the 2020 Term Loan require the Company to maintain a minimum hull coverage ratio of 125% of the total outstanding drawn balance and 125% of the total outstanding principal balance, respectively, for the facility periods. Such requirements are assessed on a semi-annual basis with reference to vessel valuations compiled by two or more agreed upon third parties. Should the ratios drop below the required amounts, the lender 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, 2021, the hull coverage ratios were 289% and 170% for the 2020 Revolver and 2020 Term Loan, respectively. A decline in the tanker market could negatively affect these ratios. 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 and obligations related to finance leases. As at June 30, 2021, the Company was in compliance with all covenants in respect of the 2020 Revolver and the 2020 Term Loan.

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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)

The weighted-average interest rate on the Company’s long-term debt as at June 30, 2021 was 2.5% (December 31, 2020 - 2.6%). This rate does not reflect the effect of the Company’s interest rate swap agreement (see note 8).

The aggregate annual long-term debt principal repayments required to be made by the Company under the 2020 Revolver and the 2020 Term Loan subsequent to June 30, 2021 are $5.6 million (remainder of 2021), $11.2 million (2022), $80.9 million (2023) and $201.3 million (2024).

7. 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, 2021, minimum commitments to be incurred by the Company under time charter-in contracts were approximately $5.1 million (remainder of 2021), $11.7 million (2022), $9.6 million (2023), $6.8 million (2024), $6.8 million (2025) and $25.0 million (thereafter), including one LR2 tanker delivered to the Company in September 2021 to commence an 18-month time charter-in contract, one STS support vessel expected to be delivered to the Company in September 2021 to commence a 24-month time charter-in contract, and one Aframax tanker newbuilding expected to be delivered to the Company in the fourth quarter of 2022 to commence a seven-year time charter-in contract. The minimum commitments exclude two time charter-in contracts for two Aframax tankers that were entered into by the Company subsequent to June 30, 2021.

Obligations Related to Finance Leases


	As at	As at
	June 30, 2021	December 31, 2020
	$	$
Total obligations related to finance leases	292,757	360,043
Less: current portion	(139,965)	(78,476)
Long-term obligations related to finance leases	152,792	281,567

From 2017 to 2019, the Company completed sale-leaseback financing transactions with financial institutions relating to 16 of the Company's vessels. Under these arrangements, the Company transferred the vessels to subsidiaries of the financial institutions (collectively, the Lessors) and leased the vessels back from the Lessors on bareboat charters ranging from 9 to 12-year terms. In October 2020, the Company completed the purchases of two of these vessels for a total cost of $29.6 million, and in May 2021, the Company completed the purchases of two more of these vessels for a total cost of $56.7 million. In March 2021, the Company also declared purchase options to acquire six of these vessels for a total cost of $128.8 million with an expected completion date in September 2021. The Company has the option to purchase each of the remaining six vessels, four of which can be purchased between now and the end of their respective lease terms, while the remaining two can be purchased starting in November 2021 until the end of their respective lease terms.

The bareboat charters related to these vessels require that the Company 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 5.0% of the Company's consolidated debt and obligations related to finance leases.

Six of the bareboat charters were entered into with subsidiaries of a financial institution in July 2017 and November 2018. Four of these bareboat charters, entered into in July 2017, require the Company to maintain, for each vessel, a minimum hull coverage ratio of 90% of the total outstanding principal balance during the first three years of the lease period and 100% of the total outstanding principal balance thereafter. As at June 30, 2021, these ratios were 102% (December 31, 2020 - ranged from 121% to 143%). The remaining two of these bareboat charters, entered into in November 2018, require the Company to maintain, for each vessel, a minimum hull coverage ratio of 100% of the total outstanding principal balance. As at June 30, 2021, these ratios ranged from 122% to 127% (December 31, 2020 - ranged from 145% to 156%). Should any of these ratios drop below the required amount, the lessor may request that the Company prepay additional charter hire.

Six bareboat charters were entered into with subsidiaries of a financial institution in September 2018, and require the Company to maintain, for each vessel, a minimum hull coverage ratio of 75% of the total outstanding principal balance during the first year of the lease period, 78% for the second year, 80% for the following two years and 90% of the total outstanding principal balance thereafter. As at June 30, 2021, these ratios ranged from 98% to 104% (December 31, 2020 - ranged from 80% to 88%). Should any of these ratios drop below the required amount, and we are unable to cure any such breach within the prescribed cure period, our obligations may become immediately due and payable at the election of the relevant lessor. In certain circumstances, this could lead to cross-defaults

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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)

under our other financing agreements which in turn could result in obligations becoming due and commitments being terminated under such agreements. In March 2021, the Company declared purchase options to acquire these six vessels for a total cost of $128.8 million with an expected completion date in September 2021. In April 2021, the Company was served with a claim from the counterparty of the bareboat charters relating to these six vessels and the two vessels purchased in May 2021 for reimbursement of breakage costs in respect of interest rate swaps that were entered into by the counterparty in connection with the counterparty's underlying financing. The Company filed a defense to this claim in June 2021, rejecting the claim that the Company is responsible for paying these breakage cost reimbursements. As of June 30, 2021, the breakage costs are estimated to range from $8.0 million to $9.0 million; however, depending on the timing of terminating the swaps and changes in underlying interest rates, the amount of the claim may change. No loss provision in respect of this claim has been made by the Company based on its assessment of the merits of the claim.

The requirements of the bareboat charters are assessed annually or quarterly with reference to vessel valuations compiled by one or more agreed upon third parties. As at June 30, 2021, the Company was in compliance with all covenants in respect of its obligations related to finance leases.

The weighted-average interest rate on the Company’s obligations related to finance leases as at June 30, 2021 was 7.5% (December 31, 2020 - 7.8%).

As at June 30, 2021, the Company's total remaining commitments (including the vessel purchase options declared) related to the financial liabilities of these vessels were approximately $352.1 million (December 31, 2020 - $480.9 million), including imputed interest of $59.3 million (December 31, 2020 - $120.9 million), repayable from 2021 through 2030, as indicated below:


						Commitments
						June 30, 2021
Year						$
Remainder of 2021						142,913
2022						21,848
2023						21,846
2024						21,903
2025						21,841
Thereafter						121,782

8. Derivative Instruments

Interest rate swap agreement

The Company 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 interest for a payment of fixed interest to reduce the Company’s exposure to interest rate variability on its outstanding floating-rate debt. The Company has not designated, for accounting purposes, its interest rate swap as a cash flow hedge of its U.S. Dollar LIBOR-denominated borrowings.

In March 2020, the Company entered into an interest rate swap agreement which is scheduled to mature in December 2024. The following summarizes the Company's interest rate swap agreement as at June 30, 2021:


	Interest Rate	Notional Amount	Fair Value /Carrying Amount of Liability	Remaining Term	Fixed Swap Rate
	Index	$	$	(years)	(%) (1)
LIBOR-Based Debt:
U.S. Dollar-denominated interest rate swap agreement	LIBOR	50,000	(195)	3.5	0.76

(1)Excludes the margin the Company pays on its variable-rate long-term debt, which, as of June 30, 2021, ranged from 2.25% to 2.40%.

The Company is potentially exposed to credit loss in the event of non-performance by the counterparty to the interest rate swap agreements in the event that the fair value results in an asset being recorded. In order to minimize counterparty risk, the Company only enters into interest rate swap agreements with counterparties that are rated A– or better by Standard & Poor’s or A3 or better by Moody’s at the time transactions are entered into.

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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)

Forward freight agreements

The Company uses forward freight agreements (or FFAs) in non-hedge-related transactions to increase or decrease its exposure to spot market rates, within defined limits. Net gains and losses from FFAs are recorded within realized and unrealized (loss) gain on derivative instruments in the Company's unaudited consolidated statements of (loss) income.

Tabular Disclosure

The following table presents the location and fair value amounts of derivative instruments, segregated by type of contract, on the Company’s unaudited consolidated balance sheets.


	Derivative Assets	Current Portion of Derivative Liabilities	Derivative Liabilities
	$	$	$
As at June 30, 2021
Interest rate swap agreement	101	(296)	—
Forward freight agreements	—	(336)	—
	101	(632)	—

As at December 31, 2020
Interest rate swap agreement	—	(289)	(597)

	—	(289)	(597)

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


	Three Months Ended			Three Months Ended
	June 30, 2021			June 30, 2020
	Realized Losses	Unrealized Losses	Total	Realized Gains (Losses)	Unrealized (Losses) Gains	Total
	$	$	$	$	$	$
Interest rate swap agreement	(72)	(82)	(154)	86	(483)	(397)
Forward freight agreements	(88)	(270)	(358)	(200)	8	(192)
	(160)	(352)	(512)	(114)	(475)	(589)


	Six Months Ended			Six Months Ended
	June 30, 2021			June 30, 2020
	Realized Losses	Unrealized Gains (Losses)	Total	Realized Gains (Losses)	Unrealized Losses	Total
	$	$	$	$	$	$
Interest rate swap agreement	(137)	691	554	609	(1,697)	(1,088)
Forward freight agreements	(60)	(303)	(363)	(249)	(79)	(328)
	(197)	388	191	360	(1,776)	(1,416)

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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)

9. Other (Expense) Income

The components of other (expense) income are as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
	2021	2020	2021	2020
	$	$	$	$
Foreign exchange (loss) gain	(625)	(87)	(13)	1,048
Other (expense) income	(593)	1,027	(462)	1,035
Total	(1,218)	940	(475)	2,083

10. Income Tax 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,
	2021 $	2020 $
Balance of unrecognized tax benefits as at January 1	49,124	49,579
Increases for positions related to the current year	2,075	1,489
Increases for positions related to prior years	3,086	1,863
Decreases for positions taken in prior years	—	(15,164)

Decreases related to statute of limitations	(7,336)	(812)
Foreign exchange gain	(110)	(1,206)
Balance of unrecognized tax benefits as at June 30	46,839	35,749

Included in the Company's current income tax expense 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.

During the six months ended June 30, 2020, the Company secured an agreement with a tax authority, which was based in part on an initiative of the tax authority in response to the COVID-19 global pandemic and included the waiver of interest and penalties on unpaid taxes. As a result, the Company reduced its freight tax liabilities for this jurisdiction by $15.2 million to $8.6 million, of which $7.7 million was paid in August 2020 and $0.9 million was paid in June 2021, with respect to open tax years up to and including 2020.

The Company does not presently anticipate that its provisions for these uncertain tax positions will significantly increase in the next 12 months; however, this is dependent on the jurisdictions in which vessel trading activity occurs. 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 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.

11. Financial Instruments

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 12 to the Company’s audited consolidated financial statements filed with its Annual Report on Form 20-F for the year ended December 31, 2020.

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.

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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)


		June 30, 2021		December 31, 2020
	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 16)	Level 1	66,397	66,397	103,146	103,146
Derivative instruments (note 8)
Interest rate swap agreement	Level 2	(195)	(195)	(886)	(886)
Freight forward agreements	Level 2	(336)	(336)	—	—

Non-recurring:
Operating lease right-of-use assets	Level 2	—	—	1,799	1,799
Vessels and equipment (note 15)	Level 2	125,125	125,125	59,250	59,250
Vessels related to finance leases (note 15)	Level 2	26,250	26,250	—	—
Assets held for sale (note 15)	Level 2	11,270	11,270	31,680	31,680

Other:
Short-term debt (note 5)	Level 2	(10,000)	(10,000)	(10,000)	(10,000)
Advances to equity-accounted joint venture	Note (1)	3,780	Note (1)	5,280	Note (1)
Long-term debt, including current portion (note 6)	Level 2	(293,599)	(298,704)	(242,961)	(248,738)
Obligations related to finance leases, including current portion (note 7)	Level 2	(292,757)	(309,164)	(360,043)	(411,740)

(1)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. The fair values of the individual components of such aggregate interests as at June 30, 2021 and December 31, 2020 were not determinable.

12. Capital Stock and Equity-Based Compensation

The authorized capital stock of the Company at June 30, 2021 was 100.0 million shares of Preferred Stock (December 31, 2020 - 100.0 million shares), with a par value of $0.01 per share (December 31, 2020 - $0.01 per share), 485.0 million shares of Class A common stock (December 31, 2020 - 485.0 million shares), with a par value of $0.01 per share (December 31, 2020 - $0.01 per share), and 100.0 million shares of Class B common stock (December 31, 2020 - 100.0 million shares), with a par value of $0.01 per share (December 31, 2020 - $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, 2021, the Company had 29.2 million shares of Class A common stock (December 31, 2020 – 29.1 million), 4.6 million shares of Class B common stock (December 31, 2020 – 4.6 million) and no shares of preferred stock (December 31, 2020 – nil) issued and outstanding.

During the three and six months ended June 30, 2021 and 2020, the Company recognized $0.5 million and $0.9 million (2020 - $0.6 million and $0.9 million), respectively, of expenses related to restricted stock units and stock options in general and administrative expenses. During the six months ended June 30, 2021, a total of 56.0 thousand restricted stock units (2020 - 78.3 thousand) with a market value of $0.8 million (2020 - $1.3 million) vested and 35.8 thousand shares (2020 - 44.8 thousand shares) of Class A common stock, net of withholding taxes, were concurrently issued to the grantees.

13. Related Party Transactions

Management Fee - Related and Other

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 Shipping Ltd. (or the Manager) and its affiliates. The Manager provides various services under a long-term management agreement (the Management Agreement), as disclosed below.

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

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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)


	Three Months Ended June 30,		Six Months Ended June 30,
	2021	2020	2021	2020
	$	$	$	$
Vessel operating expenses - technical management fee (i)	(252)	(248)	(504)	(496)
Strategic and administrative service fees (ii)	(9,198)	(7,143)	(18,240)	(15,115)
Secondment fees (iii)	(68)	(144)	(155)	(242)
Technical management fee and service revenues (iv)(v)	174	169	344	347

(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 (loss) income. The Company paid such third party technical management fees to the Manager in relation to certain former Tanker Investments Ltd. vessels.

(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 (loss) 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 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 pays secondment fees for services provided by some employees of Teekay. Secondment 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 (loss) income.

(iv)The Company receives reimbursements from Teekay for the provision of technical management services. These reimbursements have been presented in general and administrative expenses on the Company's unaudited consolidated statements of (loss) income.

(v)The Company recorded service revenues relating to Teekay Tanker Operations Limited's (or TTOL) provision of certain commercial services to the counterparties in the agreements.

c.The Manager and other subsidiaries of Teekay collect revenues and remit payments for 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. In addition, $1.4 million and $9.0 million were payable as crewing and manning costs as at June 30, 2021 and December 31, 2020, respectively, and such amounts are included in accrued liabilities in the unaudited consolidated balance sheets. These crewing and manning costs will be payable as reimbursement to the Manager once they are paid by the Manager to the vessels' crew.

14. (Loss) Earnings Per Share

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2021	2020		2021	2020
	$	$		$	$
Net (loss) income	(129,144)	98,198		(150,509)	205,037

Weighted average number of common shares - basic	33,763,367	33,727,978		33,753,599	33,698,972
Dilutive effect of stock-based awards	—	250,752		—	263,539
Weighted average number of common shares - diluted	33,763,367	33,978,730		33,753,599	33,962,511

(Loss) earnings per common share:
– Basic	(3.83)	2.91		(4.46)	6.08
– Diluted	(3.83)	2.89		(4.46)	6.04

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, 2021, 0.3 million and 0.3 million (June 30, 2020 - nil and nil) restricted stock units, respectively, had anti-dilutive effects on the calculation of diluted earnings per common share. For the three and six months ended June 30, 2021,

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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)

options to acquire 0.6 million and 0.6 million (June 30, 2020 - 0.2 million and 0.2 million) shares, respectively, of the Company’s Class A common stock had anti-dilutive effects on the calculation of diluted earnings per common share.

15. (Write-down) and Gain (Loss) on Sale of Assets

During the three and six months ended June 30, 2021, the carrying values of three Suezmax tankers, three LR2 tankers and one Aframax tanker were written down to their estimated fair values, using appraised values provided by third parties, primarily due to a weaker near-term tanker market outlook and a reduction in charter rates as a result of the current economic environment, which has been impacted by the COVID-19 global pandemic. The Company's consolidated statements of (loss) income for the three and six months ended June 30, 2021 includes write-downs totaling $85.0 million related to these vessels.

As at June 30, 2021, the Company classified one Aframax tanker, including its bunkers and lube oil inventory, as held for sale. The vessel was written down to its estimated sales price, less estimated selling costs. The Company's consolidated statement of (loss) income for the three and six months ended June 30, 2021 includes a write-down of $1.7 million related to this vessel.

During the six months ended June 30, 2021, the Company completed the sale of two Aframax tankers for an aggregate sales price of $32.0 million. These vessels were written-down to their agreed sales price less selling costs and classified as held for sale on the Company's consolidated balance sheet as at December 31, 2020.

During the six months ended June 30, 2021, and three and six months ended June 30, 2020, the Company recorded write-downs of $0.7 million and $0.7 million, respectively, on its operating lease right-of-use assets, which were written-down to their estimated fair values, based on prevailing charter rates for comparable periods, due to a reduction in these charter rates.

The Company's unaudited consolidated statements of (loss) income for the three and six months ended June 30, 2020 includes a gain of $3.1 million relating to the completion of the sale of the non-US portion of its STS support services business, as well as its LNG terminal management business for proceeds of $27.1 million, including an adjustment of $1.1 million for the final amounts of cash and other working capital present on the closing date.

During the six months ended June 30, 2020, the Company completed the sale of three Suezmax tankers, with an aggregate net loss on sales of $2.6 million.

As at March 31, 2020, the Company classified one Suezmax tanker and its related bunkers and lube oil inventory as held for sale, and the vessel cost was written down by $0.5 million to its estimated sales price less selling costs. During the three months ended June 30, 2020, the vessel no longer met the requirements to be classified as held for sale and the asset was reinstated as held for use. The previous write-down of $0.5 million was reversed when the asset was reinstated as held for use.

16. Supplemental Cash Flow Information

Total cash, cash equivalents and restricted cash, including cash, cash equivalents and restricted cash held for sale are as follows:


	As at	As at	As at	As at
	June 30, 2021	December 31, 2020	June 30, 2020	December 31, 2019
	$	$	$	$
Cash and cash equivalents	60,498	97,232	167,907	88,824
Restricted cash – current	2,764	2,779	4,766	3,071
Restricted cash – long-term	3,135	3,135	3,437	3,437
Cash and cash equivalents held for sale	—	—	—	1,121
Restricted cash held for sale - current	—	—	—	337
	66,397	103,146	176,110	96,790

The Company maintains restricted cash deposits relating to certain FFAs (see note 8), for certain contracts related to the STS transfer business and for the LNG terminal management business, prior to its sale in April 2020 (see note 15). Attached to the LNG terminal management contracts were certain performance guarantees which were required to be issued by the Company and have now been terminated. The Company also maintains restricted cash deposits as required by the Company's obligations related to certain finance leases (see note 7).

17. 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. The Company declared purchase options to acquire six tankers with an expected completion date in September 2021, for a total cost of $128.8 million, as part of the repurchase options under the sale-leaseback arrangements described in note 7. As a result of this, over the one-year period following the issuance of these

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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)

unaudited consolidated financial statements, the Company expects it will need to obtain additional sources of financing, in addition to amounts generated from operations, to meet its minimum liquidity requirements under its financial covenants. In June 2021, the Company signed term sheets for $141.7 million in new sale-leaseback transactions relating to eight vessels, including two vessels that were repurchased in May 2021 and six vessels to be repurchased in September 2021. The Company considers it probable that these sale-leaseback transactions will be completed during the third quarter of 2021.

Based on the Company's liquidity as at the date these unaudited consolidated financial statements were issued, including the liquidity it expects to generate from the completion of the sale-leaseback of eight vessels and from the expected cash flows from Company's operations over the following year, the Company estimates that it will have sufficient liquidity to continue as a going concern for at least a one-year period following the issuance of these unaudited consolidated financial statements.

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TEEKAY TANKERS LTD. AND SUBSIDIARIES

June 30, 2021

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, 2020.

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, 2021, our fleet consisted of 54 vessels, including three in-chartered vessels, and one 50%-owned Very Large Crude Carrier (or VLCC). The following table summarizes our fleet as at June 30, 2021:


	Owned and Leased Vessels	Chartered-in Vessels	Total

Fixed-rate:

Aframax Tankers	3	—	3


Total Fixed-Rate Fleet (1)	3	—	3

Spot-rate:
Suezmax Tankers	26	—	26
Aframax Tankers (2)(3)(4)	12	1	13
LR2 Product Tankers (5)(6)	9	—	9
VLCC Tanker (7)	1	—	1
Total Spot Fleet (8)	48	1	49
STS Support Vessels (9)	—	2	2
Total Teekay Tankers Fleet	51	3	54

(1)One charter-out contract is scheduled to expire in 2021 and two charter-out contracts are scheduled to expire in 2022.

(2)One Aframax tanker is currently time chartered-in for a period of 24 months expiring in August 2021. A new 24-month time charter-in contract for this tanker has been signed, which is expected to commence upon expiry of the previous contract, with an option to extend for one year.

(3)Excludes one Aframax tanker, which is expected to be delivered to us between the fourth quarter of 2021 and the first quarter of 2022 under a 24-month time charter-in contract with an option to extend for one-year.

(4)Excludes one newbuilding Aframax tanker, which is expected to be delivered to us in late-2022 under a seven-year time charter-in contract with options to extend for three years.

(5)Long Range 2 (or LR2) product tankers.

(6)Excludes one LR2 product tanker, which is expected to be delivered to us in September 2021 under an 18- to 24-month time charter-in contract with an option to extend for one year.

(7)VLCC owned through a 50/50 joint venture. As at June 30, 2021, the VLCC was trading on spot voyage charters in a pooling arrangement managed by a third party.

(8)As at June 30, 2021, a total of 42 of our owned, leased and chartered-in vessels, as well as 15 vessels not in our fleet and owned by third parties, were subject to revenue sharing agreements (or RSAs).

(9)Excludes one STS support vessel, which is expected to be delivered to us in September 2021 under a 24-month time charter-in contract with an option to extend for one year.

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, 2020.

SIGNIFICANT DEVELOPMENTS IN 2021

Novel Coronavirus (COVID-19) Pandemic

The COVID-19 global pandemic has resulted and may continue to result in a significant decline in global demand for oil. As our business includes the transportation of crude oil and refined petroleum products on behalf of our customers, any significant decrease in demand for the cargo we transport could adversely affect demand for our vessels and services.

For the six months ended June 30, 2021, we did not experience any material business interruptions as a result of the COVID-19 global pandemic. Spot tanker rates have come under pressure since mid-May 2020 as a result of significantly reduced oil demand due to COVID-19 and the subsequent decision by the OPEC+ group of oil producers to implement record oil supply cuts. Reduced oil production from other oil producing nations due to the impact of COVID-19, as well as the unwinding of floating storage, has also contributed to the weakness in tanker rates. COVID-19 was also a contributing factor to the write-down of certain tankers as described in "Item 1 - Financial Statements: Note 15 - (Write-down) and Gain (Loss) on Sale of Assets", and the reduction in certain tax accruals as described in "Item 1 - Financial Statements: Note 10 - Income Tax Recovery" of this report. We continue to monitor the potential impact of the COVID-19 global pandemic on us and our industry, including counterparty risk associated with our vessels under contract and the impact on potential vessel impairments. We have also introduced a number of measures to protect the health and safety of the crews on our vessels and our onshore staff.

Effects of the COVID-19 global pandemic may include, among others: deterioration of worldwide, regional or national economic conditions and activity and of demand for oil, including due to a potential slowdown in oil demand due to a current resurgence of COVID-19 cases and variants in many regions and the potential for continued or renewed restrictions and lockdowns; operational disruptions to us or our customers due to worker health risks and the effects of regulations, directives or practices implemented in response to the pandemic (such as travel restrictions for individuals and vessels and quarantining and physical distancing); potential delays in (a) the loading and discharging of cargo on or from our vessels, (b) vessel inspections and related certifications by class societies, customers or government agencies, (c) maintenance, modifications or repairs to, or dry docking of, our existing vessels due to worker health or other business disruptions, and (d) the timing of crew changes; reduced cash flow and financial condition, including potential liquidity constraints; potential reduced access to capital as a result of any credit tightening generally or due to declines in global financial markets; potential reduced ability to opportunistically sell any of our vessels on the second-hand market, either as a result of a lack of buyers or a general decline in the value of second-hand vessels; potential decreases in the market values of our vessels and any related impairment charges or breaches relating to vessel-to-loan financial covenants; and potential deterioration in the financial condition and prospects of our customers or business partners.

Given the dynamic nature of the pandemic, including the development of variants of the virus that cause COVID-19, the duration of any potential business disruption and the related financial impact and effects on us and our suppliers, customers and industry, cannot be reasonably estimated at this time and could materially affect our business, results of operations and financial condition. Please read "Item 3 - Key Information - Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2020 for additional information about the potential risks of COVID-19 on our business.

Vessel Sales

In February 2021, we agreed to sell two Aframax tankers for a combined sales price of $32.0 million. Both tankers were delivered to their new owners in March 2021.

Vessel Purchases

In March 2021, we declared purchase options to acquire six Aframax tankers for a total cost of $128.8 million, as part of the repurchase options under the sale-leaseback arrangements described in "Item 1 - Financial Statements: Note 7 - Operating Leases and Obligations Related to Finance Leases" of this report. We expect to complete the purchase and delivery of these vessels in September 2021.

In May 2021, we completed the purchases of two Suezmax tankers previously under the sale-leaseback arrangements described in "Item 1 - Financial Statements: Note 7 - Operating Leases and Obligations Related to Finance Leases" of this report, for a total cost of $56.7 million, using available cash and an undrawn credit facility.

Time Chartered-in Vessels

In June 2021 and July 2021, we entered into time charter-in contracts for a LR2 product tanker and an Aframax tanker, and entered into a new time charter-in contract for an existing time chartered-in Aframax tanker, for terms of 18 to 24 months at an average rate of $17,800 per day. Each of the charters provides us with the option to extend for an additional 12 months at an average rate of $19,800 per day. The new time charter-in contract for the existing time chartered-in Aframax tanker will commence in August 2021. The LR2 product tanker is expected to be delivered to us in September 2021, and the Aframax tanker is expected to be delivered to us in the fourth quarter of 2021 or the first quarter of 2022.

Sale-leaseback Financing Transactions

In June 2021, we signed term sheets for sale-leaseback financing transactions relating to two Suezmax tankers and six Aframax tankers. Each vessel will be leased on a bareboat charter with terms ranging from seven to eight years. For four of the vessels, purchase options are available throughout the lease terms and there is a purchase obligation at the end of the leases. For the remaining four vessels, purchase

options are available commencing at the end of the second year. The transactions are expected to be completed during the third quarter of 2021.

RESULTS OF OPERATIONS

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 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, 2020.

In accordance with GAAP, we report gross revenues in our unaudited consolidated statements of (loss) 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 (loss) income from operations before (write-down) and gain (loss) on sale of assets, general and administrative expenses, depreciation and amortization, time-charter hire expenses and vessel operating expenses), 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 loss from operations was $131.3 million for the six months ended June 30, 2021, compared to income from operations of $213.1 million for the same period last year. The primary reasons for this decrease are as follows:

•a decrease of $190.5 million as a result of lower overall average realized spot TCE rates earned during the first half of 2021 by our Suezmax tankers, Aframax tankers and LR2 product tankers, as well as lower earnings from our FSL dedicated vessels;

•a decrease of $86.7 million due to an increase in write-downs related to the write-down of one tanker that is held for sale at June 30, 2021 and the impairment of seven tankers and one right-of-use asset in the first half of 2021 due to a weaker near-term tanker market outlook and a reduction in certain charter rates as a result of the current economic environment, compared to the impairment of four right-of-use assets during the same period in the prior year;

•a net decrease of $41.1 million due to various vessels on time-charter out contracts earning lower fixed rates compared to the spot rates realized during the first half of 2020 and various vessels returning from time-charter out contracts earning lower spot rates during the first half of 2021 compared to previous fixed rates;

•a decrease of $12.1 million due to more off-hire days and off-hire bunker expenses during the first half of 2021 primarily related to increased scheduled dry dockings compared to the same period in the prior year;

•a decrease of $7.2 million due to the sale of three Suezmax tankers in the first quarter of 2020 and two Aframax tankers in the first quarter of 2021; and

•a decrease of $5.8 million due to the redeliveries of three Aframax in-chartered tankers and two LR2 product tankers to their owners at various times during 2020 and the first quarter of 2021.

On April 30, 2020, we completed the sale of the non-US portion of our STS support services business, as well as our LNG terminal management business. Following this sale, we have only one reportable segment. For periods prior to the sale, we managed our business and analyzed and reported our results of operations on the basis of two reportable segments: the tanker segment and the STS transfer segment. The segment information for all periods has been adjusted to be consistent with the segment presentation after the sale. Please read "Item 1 - Financial Statements: Note 4 - Segment Reporting" of this report.

Details of the changes to our results of operations for each of our segments for the three and six months ended June 30, 2021, compared to the three and six months ended June 30, 2020 are provided below.

Three and Six Months Ended June 30, 2021 versus Three and Six Months Ended June 30, 2020

Tanker Segment

Our tanker segment consists of 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, our tanker segment also includes our US based STS support services.

The following table presents the operating results of our tanker segment for the three and six months ended June 30, 2021 and 2020, and compares net revenues, a non-GAAP financial measure, for those periods to (loss) 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)	2021	2020	% Change	2021	2020	% Change
Revenues	123,420	245,728	(49.8)%	266,169	581,400	(54.2)%
Less: Voyage expenses	(71,773)	(61,558)	16.6%	(140,818)	(180,799)	(22.1)%
Net revenues	51,647	184,170	(72.0)%	125,351	400,601	(68.7)%

Vessel operating expenses	(43,129)	(45,140)	(4.5)%	(86,177)	(90,927)	(5.2)%
Time-charter hire expenses	(2,138)	(9,296)	(77.0)%	(5,768)	(19,175)	(69.9)%
Depreciation and amortization	(26,895)	(29,425)	(8.6)%	(53,579)	(58,685)	(8.7)%
General and administrative expenses (1)	(12,233)	(9,637)	26.9%	(23,703)	(18,443)	28.5%
Write-down and loss on sale of assets	(86,686)	(185)	46,757.3%	(87,401)	(3,272)	2,571.2%

(Loss) income from operations	(119,434)	90,487	(232.0)%	(131,277)	210,099	(162.5)%

Equity (loss) income	(829)	3,188	(126.0)%	(1,188)	5,128	(123.2)%

(1)Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources). See the discussion under “Other Operating Results” below.

Tanker Market

Crude tanker spot rates remained very weak during the second quarter of 2021 as the COVID-19 global pandemic continued to weigh on the crude tanker market. Some of the main factors which negatively impacted spot tanker rates included:

a.Uneven oil demand recovery – According to the International Energy Agency (IEA), global oil demand increased by 1.1 million barrels per day (mb/d) during the second quarter of 2021. However, total oil demand of 94.6 mb/d was still significantly below pre-COVID-19 levels of approximately 100 mb/d. Furthermore, the recovery in oil demand has been very uneven across different geographies, with a much stronger rebound in North America and Europe and a slower recovery in Asia, Latin America, and Africa. The slower pace of recovery in Asia is particularly problematic for the tanker market, as it is a large driver of tanker tonne-mile demand. Crude oil imports into China were down 3% year-over-year through the first half of 2021, the first such decline since 2013.

b.Continued OPEC+ supply discipline – Global oil supply continues to be constrained by OPEC+ production cuts, with global oil production of 94.5 mb/d in the second quarter of 2021 versus approximately 100 mb/d prior to the pandemic. The OPEC+ group did start to increase supply from May 2021 onwards, in line with their earlier pledge to raise production by 2.1 mb/d between May and August 2021. However, this did not translate fully into an increase in crude oil exports due to higher domestic oil consumption for power generation, particularly in Saudi Arabia.

c.Decline in long-haul crude oil movements – A widening spread between the price of Brent and Dubai crude oil meant that Atlantic basin crude oil became less attractive to Asian buyers. This led to a decrease in long-haul movement from the Atlantic-to-Pacific during the second quarter of 2021, with Asian buyers targeting Middle-Eastern crude instead. This led to a drop in average voyage distances which was negative for crude tanker tonne-mile demand.

d.Front-heavy newbuild delivery schedule – The global newbuilding delivery schedule for 2021 is heavily weighted to the first half of the year, which has led to a relatively large number of new tanker deliveries in the past six months. In the Suezmax sector, 20 of the 22 newbuildings set to deliver in 2021 have already been delivered. This has led to an increase in available fleet supply and, therefore, lower fleet utilization.

e.Higher bunker prices – An increase in crude oil prices has led to higher bunker costs, which weighed on tanker spot earnings during the second quarter of 2021.

Looking ahead, we are encouraged by tanker supply and demand indicators, which we believe point towards a market recovery in the coming quarters. According to the IEA, global oil demand is expected to increase from 94.7 mb/d in the second quarter of 2021 to 99.4 mb/d by the fourth quarter of 2021, taking oil demand close to pre-COVID-19 levels by the end of 2021. This steep increase in demand should spur an oil supply response from both OPEC and non-OPEC producers, particularly with global oil inventories now below five-year average levels. The OPEC+ group has recognized that more oil is needed and has pledged to increase production by 2 mb/d between August and December 2021 at an even rate of 0.4 mb/d per month. Global oil demand is projected to grow by a further 3.1 mb/d next year and OPEC+ has announced that it will gradually phase out its remaining supply cuts by September 2022 in order to meet this additional demand. The return of OPEC+ production, coupled with a projected increase in non-OPEC supply of 2.2 mb/d in the second half of 2021 and a further 1.8 mb/d in 2022, should lead to a significant increase in crude tanker demand in the coming quarters, which is expected to help drive an increase in fleet utilization and, therefore, crude spot tanker rates.

Fleet supply fundamentals continue to look very positive. The tanker orderbook remains relatively low at approximately 8 percent of the existing fleet size, which is largely unchanged from last quarter. Tanker newbuild ordering slowed considerably during the second quarter of 2021, mainly due to a rapid increase in newbuilding prices. Rising newbuild prices were the result of higher steel costs and a record amount of containership ordering that has soaked up shipyard capacity through 2023 and into 2024. With newbuilding prices continuing to rise, we expect that the level of newbuild ordering will remain relatively low in the near-term. Higher steel prices have also led to an increase in tanker scrap values, which are currently at a 10-year high. This has led to an increase in tanker scrapping, with 6.6 million deadweight tons (mdwt) removed in 2021 year-to-date versus 3.5 mdwt and 3.4 mdwt in all of 2020 and 2019, respectively, and on an annualized basis, is also running ahead of the 20-year historical average of 9 mdwt per year. The combination of a relatively small tanker orderbook, low levels of new tanker orders, and increased scrapping are expected to keep tanker fleet growth at relatively low levels over the next two to three years.

In summary, the tanker market continues to be severely impacted by the effects of COVID-19 on tanker demand. However, the projected increase in both oil demand and supply, coupled with positive fleet supply fundamentals, point towards an improvement in crude spot tanker rates over the coming quarters.

Fleet and TCE Rates

As at June 30, 2021, we owned 50 double-hulled oil and product tankers and time chartered-in one Aframax tanker. We also owned a 50% interest in one VLCC, the results of which are included in equity (loss) income.

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


	Tanker Segment
	Three Months Ended June 30, 2021
	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	$	61,794	$	(40,829)	$	640	$	21,605	2,206	$	9,797
Voyage-charter contracts - Aframax (4)	$	32,846	$	(21,431)	$	(26)	$	11,389	1,185	$	9,609
Voyage-charter contracts - LR2 (4)	$	19,358	$	(11,919)	$	355	$	7,794	704	$	11,079
Time-charter out contracts - Suezmax	$	955	$	(65)	$	(68)	$	822	18	$	44,202
Time-charter out contracts - Aframax	$	5,292	$	(338)	$	263	$	5,217	228	$	22,901
Time-charter out contracts - LR2	$	818	$	(17)	$	1	$	802	28	$	28,207
Total	$	121,063	$	(74,599)	$	1,165	$	47,629	4,369	$	10,902

(1)Excludes $1.1 million of revenues related to the US portion of our STS support services operations, $0.9 million of revenue earned from our responsibilities in employing the vessels subject to the RSAs and $0.4 million of bunker commissions earned.

(2)Includes $2.9 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 $12.0 million of revenues and $8.4 million of voyage expenses related to our FSL operations, which includes $2.9 million of operating expenses referenced in note (2) above related to FSL operations.


	Tanker Segment
	Three Months Ended June 30, 2020
	Revenues (1)(5)		Voyage Expenses (2)(5)		Adjustments (3)		TCE Revenues		Revenue Days	Average TCE per Revenue Day (3)
	(in thousands)		(in thousands)		(in thousands)		(in thousands)

Voyage-charter contracts - Suezmax	$	93,985	$	(23,462)	$	1,272	$	71,795	1,544	$	46,484
Voyage-charter contracts - Aframax (4)	$	74,216	$	(25,567)	$	(411)	$	48,238	1,632	$	29,569
Voyage-charter contracts - LR2 (4)(5)	$	38,350	$	(13,820)	$	1,396	$	25,926	876	$	29,621
Time-charter out contracts - Suezmax	$	31,000	$	(1,372)	$	335	$	29,963	794	$	37,740
Time-charter out contracts - Aframax	$	2,158	$	(101)	$	30	$	2,087	91	$	22,925
Time-charter out contracts - LR2	$	1,828	$	(50)	$	27	$	1,805	71	$	25,463
Total	$	241,537	$	(64,372)	$	2,649	$	179,814	5,008	$	35,913

(1)Excludes $1.4 million of revenue earned from our responsibilities in employing the vessels subject to the RSAs, $0.9 million of revenues related to the US portion of our STS support services operations and $0.5 million of bunker commissions earned.

(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 and exit fees incurred during the second quarter of 2020 for vessels that left the RSAs without sufficient notice, which are excluded from Average TCE per revenue day.

(4)Includes $25.5 million of revenues and $11.5 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.

(5)Excludes $1.4 million of revenues and $0.4 million of voyage expenses related to risk-sharing agreements that were entered into during the first quarter of 2019 for one time charter-in contract, which ended in the first quarter of 2021.


	Tanker Segment
	Six Months Ended June 30, 2021
	Revenues (1)(5)		Voyage Expenses (2)(5)		Adjustments (3)		TCE Revenues		Revenue Days	Average TCE per Revenue Day (3)
	(in thousands)		(in thousands)		(in thousands)		(in thousands)

Voyage-charter contracts - Suezmax	$	117,737	$	(76,577)	$	786	$	41,946	4,112	$	10,202
Voyage-charter contracts - Aframax (4)	$	68,044	$	(44,257)	$	394	$	24,181	2,451	$	9,867
Voyage-charter contracts - LR2 (4)(5)	$	40,139	$	(24,409)	$	378	$	16,108	1,431	$	11,259
Time-charter out contracts - Suezmax	$	20,390	$	(674)	$	(220)	$	19,496	436	$	44,678
Time-charter out contracts - Aframax	$	11,532	$	(478)	$	272	$	11,326	495	$	22,894
Time-charter out contracts - LR2	$	3,428	$	24	$	(72)	$	3,380	118	$	28,534
Total	$	261,270	$	(146,371)	$	1,538	$	116,437	9,043	$	12,876

(1)Excludes $2.1 million of revenues related to the US portion of our STS support services operations, $1.7 million of revenue earned from our responsibilities in employing the vessels subject to the RSAs and $0.8 million of bunker commissions earned.

(2)Includes $5.7 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 $23.9 million of revenues and $16.2 million of voyage expenses related to our FSL operations, which includes $5.7 million of operating expenses referenced in note (2) above related to FSL operations.

(5)Excludes $0.3 million of revenues and $0.1 million of voyage expenses related to a risk-sharing agreement that was entered into during the first quarter of 2019 for one time charter-in contract, which ended in the first quarter of 2021.


	Tanker Segment
	Six Months Ended June 30, 2020
	Revenues (1)(5)		Voyage Expenses (2)(5)		Adjustments (3)		TCE Revenues		Revenue Days	Average TCE per Revenue Day (3)
	(in thousands)		(in thousands)		(in thousands)		(in thousands)

Voyage-charter contracts - Suezmax	$	251,705	$	(79,812)	$	1,510	$	173,403	3,615	$	47,964
Voyage-charter contracts - Aframax (4)(5)	$	172,756	$	(64,547)	$	(626)	$	107,583	3,355	$	32,070
Voyage-charter contracts - LR2 (4)(5)	$	94,274	$	(36,860)	$	1,394	$	58,808	1,829	$	32,161
Time-charter out contracts - Suezmax	$	46,567	$	(1,643)	$	338	$	45,262	1,247	$	36,291
Time-charter out contracts - Aframax	$	2,158	$	(101)	$	30	$	2,087	91	$	22,925
Time-charter out contracts - LR2	$	1,828	$	(50)	$	27	$	1,805	71	$	25,463
Total	$	569,288	$	(183,013)	$	2,673	$	388,948	10,208	$	38,104

(1)Excludes $3.2 million of revenue earned from our responsibilities in employing the vessels subject to the RSAs, $2.2 million of revenues related to the US portion of our STS support services operations, a $1.1 million reduction of taxes recoverable from one of our customers, and $1.0 million of bunker commissions earned.

(2)Includes $6.4 million of operating expenses related to providing lightering support services to our FSL operations.

(4)Includes $62.2 million of revenues and $28.4 million of voyage expenses related to our FSL operations, which includes $6.4 million of operating expenses referenced in note (2) above related to FSL operations.

(5)Excludes $6.7 million of revenues and $4.2 million of voyage expenses related to risk-sharing agreements that were entered into during the first quarter of 2019 for two time charter-in contracts, which ended in the first quarter of 2020 and first quarter of 2021.

Net Revenues. Net revenues were $51.6 million and $125.4 million for the three and six months ended June 30, 2021, respectively, compared to $184.2 million and $400.6 million for the same periods in the prior year.

The decreases for the three and six months ended June 30, 2021 compared to the same periods in 2020 were primarily the result of:

•decreases of $80.5 million and $176.1 million for the three and six months ended June 30, 2021, respectively, due to lower overall average realized spot rates earned by our Suezmax tankers, Aframax tankers and LR2 product tankers;

•net decreases of $22.0 million and $38.7 million for the three and six months ended June 30, 2021, respectively, primarily due to various vessels on time-charter out contracts earning lower fixed rates compared to the spot rates realized during the first half of 2020 and various vessels returning from time-charter out contracts earning lower spot rates during the first half of 2021 compared to previous fixed rates;

•decreases of $13.4 million and $30.3 million for the three and six months ended June 30, 2021, respectively, primarily due to the sale of three Suezmax tankers during the first quarter of 2020 and the sale of two Aframax tankers during the first quarter of 2021, as well as the redeliveries of three Aframax and two LR2 in-chartered tankers to their owners during the first quarter of 2020, the fourth quarter of 2020 and the first quarter of 2021;

•decreases of $9.7 million and $12.1 million for the three and six months ended June 30, 2021, respectively, due to more off-hire days and off-hire bunker expenses related to increased dry dockings and vessel repairs compared to the same periods in the prior year;

•decreases of $6.3 million and $14.4 million for the three and six months ended June 30, 2021, respectively, due to lower net results from our FSL activities resulting from lower overall average FSL spot rates compared to the same periods in the prior year;

•decreases of $0.5 million and $1.5 million for the three and six months ended June 30, 2021, respectively, due to lower revenue earned from our responsibilities in employing the vessels subject to the RSAs compared to the same periods in the prior year; and

•a decrease of $2.1 million for the six months ended June 30, 2021 due to one fewer calendar day compared to the same period in the prior year.

Vessel Operating Expenses. Vessel operating expenses were $43.1 million and $86.2 million for the three and six months ended June 30, 2021, respectively, compared to $45.1 million and $90.9 million for the same periods in the prior year. The decreases were primarily due to a reduction of $1.6 million and $3.5 million for the three and six months ended June 30, 2021, respectively, due to the sale of five tankers during the first quarters of 2020 and 2021 and a decrease of $0.7 million and $1.8 million for the three and six months ended June 30, 2021, respectively, mainly due to the timing of repair and planned maintenance activities as well as lower expenditures for port expenses, partially offset by a net increase of $0.2 million and $0.7 million for the three and six months ended June 30, 2021, respectively, primarily due to crewing-related costs that have been impacted by disruptions resulting from the COVID-19 global pandemic.

Time-charter Hire Expenses. Time-charter hire expenses were $2.1 million and $5.8 million for the three and six months ended June 30, 2021, respectively, compared to $9.3 million and $19.2 million for the same periods in the prior year. The decreases were primarily due to a reduction of $5.9 million and $11.4 million for the three and six months ended June 30, 2021, respectively, related to the redeliveries of five chartered-in vessels during 2020 and early 2021 and a decrease of $1.0 million and $1.8 million for the three and six months ended June 30, 2021, respectively, due to the impairments of two operating lease right-of-use assets related to chartered-in vessels.

Depreciation and Amortization. Depreciation and amortization expenses were $26.9 million and $53.6 million for the three and six months ended June 30, 2021, respectively, compared to $29.4 million and $58.7 million for the same periods in the prior year. The decreases were primarily due to a reduction of $1.2 million and $2.4 million for the three and six months ended June 30, 2021, respectively, due to the sale of two tankers in the first quarter of 2021 and a decrease of $1.2 million and $2.4 million for the three and six months ended June 30, 2021, respectively, due to the impairments of seven of our Aframax tankers during 2020.

Write-Down and Loss on Sale of Assets. The write-down and loss on sale of assets of $86.7 million and $87.4 million for the three and six months ended June 30, 2021, respectively, were due to:

•the impairments recorded on three Suezmax tankers, three LR2 tankers and one Aframax tanker due to a weaker near-term tanker market outlook and a reduction in certain charter rates, resulting from the current economic climate to which the COVID-19 global pandemic is a contributing factor, which resulted in a write-down of $85.0 million for the three and six months ended June 30, 2021;

•the write-down of one Aframax tanker, which was held for sale, by $1.7 million to its estimated sales price during the three and six months ended June 30, 2021; and

•the impairment recorded on one of our operating lease right-of-use assets resulting from a decline in short-term time charter rates, which resulted in a write-down of $0.7 million during the six months ended June 30, 2021.

The write-down and loss on sale of assets of $0.2 million and $3.3 million for the three and six months ended June 30, 2020, respectively. were due to:

•the sale of three Suezmax tankers during the six months ended June 30, 2020, which resulted in an aggregate net loss of $2.6 million;

•the impairment recorded on our operating lease right-of-use assets resulting from a decline in short-term time charter rates, which resulted in a write-down of $0.7 million for the three and six months ended June 30, 2020; and

•a gain of $0.5 million for the three months ended June 30, 2020 due to the reversal of the write-down of one Suezmax tanker which was classified as held for sale at the end of the first quarter of 2020, and no longer met the criteria to be classified as held for sale at June 30, 2020.

Equity (Loss) Income. Equity loss was $0.8 million and $1.2 million for the three and six months ended June 30, 2021, respectively, compared to equity income of $3.2 million and $5.1 million for the same periods in the prior year. The decrease for the three and six months ended June 30, 2021 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.

Ship-to-ship Transfer Segment

Our STS transfer segment consisted of our non-US lightering support services, as well as our LNG terminal management, consultancy, procurement and other related services, which was sold on April 30, 2020.

The following table presents the operating results for our STS transfer segment for the three and six months ended June 30, 2021 and 2020.


	Three Months Ended June 30,			Six Months Ended June 30,
(in thousands of U.S. Dollars, except percentage changes)	2021	2020	% Change	2021	2020	% Change
Revenues	—	764	(100.0)%	—	6,992	(100.0)%
Vessel operating expenses	—	(1,078)	(100.0)%	—	(5,940)	(100.0)%

Depreciation and amortization	—	(121)	(100.0)%	—	(493)	(100.0)%
General and administrative expenses (1)	—	(147)	(100.0)%	—	(627)	(100.0)%
Gain on sale of assets	—	3,081	(100.0)%	—	3,081	(100.0)%
Income from operations	—	2,499	(100.0)%	—	3,013	(100.0)%

Revenues, Vessel Operating Expenses, Depreciation and Amortization. Revenues, vessel operating expenses, and depreciation and amortization were nil for the three and six months ended June 30, 2021 due to the sale of the non-US portion of our STS support services business as well as our LNG terminal management business during the second quarter of 2020.

Gain on Sale of Assets. The gain on the sale of assets of $3.1 million for the three and six months ended June 30, 2020 was due to the gain on the sale of the non-US portion of our STS support services business as well as our LNG terminal management business during the second quarter of 2020.

Other Operating Results

The following table compares our other operating results for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended		Six Months Ended
(in thousands of U.S. Dollars)	June 30, 2021	June 30, 2020	June 30, 2021	June 30, 2020
General and administrative expenses	(12,233)	(9,784)	(23,703)	(19,070)
Interest expense	(9,299)	(13,492)	(19,367)	(28,627)
Interest income	29	567	59	823
Realized and unrealized (loss) gain on derivative instruments	(512)	(589)	191	(1,416)
Other (expense) income	(1,218)	940	(475)	2,083
Income tax recovery	2,119	14,598	1,548	13,934

General and Administrative Expenses. General and administrative expenses were $12.2 million and $23.7 million for the three and six months ended June 30, 2021, respectively, compared to $9.8 million and $19.1 million for the same periods in the prior year. The increases were primarily due to higher information technology-related costs, as well as higher administrative, strategic management, and other fees incurred under our management agreement with Teekay primarily resulting from increased time spent providing these services during the three and six months ended June 30, 2021.

Interest Expense. Interest expense was $9.3 million and $19.4 million for the three and six months ended June 30, 2021, respectively, compared to $13.5 million and $28.6 million for the same periods in the prior year. The decreases were primarily due to significant prepayments of loan principal during 2020, lower interest associated with the debt refinancings completed during 2020, overall lower average LIBOR rates, as well as lower interest associated with our finance lease obligations resulting from the repurchase of two Aframax tankers and two Suezmax tankers, previously under sale-leaseback arrangements, during the fourth quarter of 2020 and second quarter of 2021, respectively.

Interest Income. Interest income was $29.0 thousand and $0.1 million for the three and six months ended June 30, 2021, respectively, compared to $0.6 million and $0.8 million for the same periods in the prior year. The decreases were primarily due to lower amounts of cash held in short-term investment accounts in the first half of 2021, with higher amounts held in the same period in the prior year due to the uncertainty around the COVID-19 global pandemic, as well as lower interest rates during the first half of 2021.

Realized and Unrealized (Loss) Gain on Derivative Instruments. Realized and unrealized (loss) gain on derivative instruments was $(0.5) million and $0.2 million for the three and six months ended June 30, 2021, respectively, compared to losses of $0.6 million and $1.4 million for the same periods in the prior year.

In March 2020, we entered into a new interest rate swap with a notional amount of $50.0 million and a fixed rate of approximately 0.8%, which is scheduled to mature in December 2024. We incurred a realized loss of $0.1 million and $0.2 million for the three and six months ended June 30, 2021, compared to realized gains of $0.1 million and $0.6 million for the same periods in the prior year, primarily due to lower average LIBOR rates.

Primarily as a result of changes in the long-term forward LIBOR rates, we recognized an unrealized loss of $0.1 million and unrealized gain of $0.7 million for the three and six months ended June 30, 2021, compared to unrealized losses of $0.5 million and $1.7 million for the same periods in the prior year under the interest rate swap agreements.

We use forward freight agreements (or FFAs) to increase or decrease our exposure to spot market rates, within defined limits. We incurred a realized loss of $0.1 million for the three and six months ended June 30, 2021, compared to a realized loss of $0.2 million for the same periods in the prior year and an unrealized loss of $0.3 million for the three and six months ended June 30, 2021, compared to an unrealized loss of $0.1 million during the same periods in the prior year under the FFAs.

Other (Expense) Income. Other expense was $1.2 million and $0.5 million for the three and six months ended June 30, 2021, respectively, compared to other income of $0.9 million and $2.1 million for the same periods in the prior year. The decreases in other income were primarily due to changes in foreign exchange rates related to our accrued tax balances, as well as a decrease due to the amortization of a previously deferred gain in the prior periods.

Income Tax Recovery. Income tax recovery was $2.1 million and $1.5 million for the three and six months ended June 30, 2021, respectively, compared to $14.6 million and $13.9 million for the same periods in the prior year. The decreases were primarily due to a reversal of $15.2 million of freight tax liabilities during the three and six months ended June 30, 2020 as the result of an agreement with a tax authority, which was based in part on an initiative of the tax authority in response to the COVID-19 global pandemic and included the waiver of interest and penalties on unpaid taxes, as well as changes in vessel trading activities, partially offset by higher recoveries related to the expiry of the statute of limitations in certain jurisdictions during the three and six months ended June 30, 2021. For additional information, please read "Item 1 - Financial Statements: Note 10 - Income Tax Recovery" of this report.

Liquidity and Capital Resources

Sources and Uses of Capital

We generate cash flows from the charters that our vessels service. We employ a chartering strategy that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters 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 may be years where other factors override typical seasonality. This was the case in the first half of 2021 when lower oil demand as a result of the COVID-19 global pandemic, a constrained oil supply resulting from production cuts, the return of ships from floating storage, and the delivery of newbuilding vessels to the world tanker fleet contributed to weak tanker rates. 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 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 sources of cash are long-term bank borrowings and other debt, lease or equity financings, and to a lesser extent the proceeds from the sales of our older vessels.

Our obligations related to finance leases are described in "Item 1 - Financial Statements: Note 7 - Operating Leases and Obligations Related to Finance Leases", our revolving credit facility and term loan are described in "Item 1 - Financial Statements: Note 6 - Long-term Debt" and our working capital loan is described in "Item 1 - Financial Statements: Note 5 - Short-term Debt" of this report. Our working capital loan

requires us to maintain a minimum threshold of paid-in capital contribution and retained distributions of participants in the RSAs. Our revolving credit facility and term loan contain 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 revolving credit facility, term loan and obligations related to finance leases require us to maintain financial covenants, which are described in further detail in Notes 6 and 7 of our unaudited interim consolidated financial statements. If we do not meet these financial covenants, the lender may declare our obligations under the agreements immediately due and payable and terminate any further loan commitments, which would significantly affect our short-term liquidity requirements. As at June 30, 2021, we were in compliance with all covenants under our revolving credit facility, term loan, working capital loan and obligations related to finance leases. Our revolving credit facility and working capital loan require us to make interest payments based on LIBOR plus a margin. 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. Our current interest rate swap position is described in further detail in "Item 1 - Financial Statements: Note 8 – Derivative Instruments" of this report.

Our uses of cash include the payment of operating expenses, the payments of time-charter hire, dry-docking and capital expenditures, debt servicing costs, scheduled repayments of long-term debt, scheduled repayments of our obligations related to finance leases, as well as funding our other working capital requirements. Included among our current financing lease obligations are the purchase price obligations for six vessel repurchase options we declared under existing finance leases, which purchases are expected to be completed in September 2021, as described in "Item 1 - Financial Statements: Note 7 - Operating Leases and Obligations Related to Finance Leases." In addition, we use cash to acquire new or second-hand vessels to grow the size of our fleet. 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 sources and uses of cash for the periods presented:


	Six Months Ended June 30,
	2021	2020
(in thousands of U.S. Dollars)	$	$
Net cash flow (used for) provided by operating activities	(45,705)	304,871
Net cash flow used for financing activities	(17,994)	(301,189)
Net cash flow provided by investing activities	26,950	75,638

Net Operating Cash Flow

Net cash flow (used for) provided by operating activities primarily reflects fluctuations as a result of changes in realized TCE rates, 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 and vessel dispositions. Our exposure to the spot tanker market has contributed significantly to fluctuations in operating cash flows historically as a result of highly cyclical spot tanker rates.

Net cash flow provided by operating activities decreased by $350.6 million for the six months ended June 30, 2021 compared to the same period in 2020. This decrease was primarily due to:

•a decrease of $258.4 million in cash inflows primarily due to lower operating earnings resulting from lower average realized spot tanker rates, certain vessels on time-charter out contracts earning lower rates than spot rates realized during the first half of 2020, certain vessels returning from time-charter out contracts earning lower spot rates during the first half of 2021 compared to previous fixed rates, the redeliveries of five chartered-in vessels during 2020 and early 2021, the sale of five vessels during the first quarters of 2020 and 2021 and the sale of our non-US portion of our ship-to-ship support services business as well as our LNG terminal management business in April 2020;

•a decrease of $83.3 million due to an increase in cash outflows related to changes in net working capital; and

•a decrease of $8.9 million due to an increase in cash outflows related to expenditures for dry-docking activities during the six months ended June 30, 2021.

Net Financing Cash Flow

Net cash flow used for financing activities decreased by $283.2 million for the six months ended June 30, 2021 compared to the same period in 2020. The decrease was primarily due to:

•a decrease of $297.7 million in cash outflows due to a net decrease in prepayments and repayments on our revolving credit facility and term loans during the six months ended June 30, 2021; and

•a decrease of $40.0 million in cash outflows due to a decrease in net repayments on our working capital facility during the six months ended June 30, 2021;

partially offset by:

•a net increase of $55.0 million in cash outflows due to the purchase of two Suezmax tankers previously under sale-leaseback financing arrangements during the six months ended June 30, 2021, partially offset by a decrease in scheduled repayments on our finance lease obligations.

Net Investing Cash Flow

Net cash flow provided by investing activities decreased by $48.7 million for the six months ended June 30, 2021 compared to the same period in 2020. The decrease was primarily due to:

•a decrease of $42.5 million in cash inflows resulting from the proceeds received from the sale of the two Aframax tankers during the six months ended June 30, 2021 compared to proceeds received from the sale of the three Suezmax tankers and the sale of the non-US portion of our STS support services business as well as our LNG terminal management business during the six months ended June 30, 2020;

•an increase of $4.2 million in cash outflows due to higher capital expenditures for the fleet during the six months ended June 30, 2021; and

•a decrease of $2.0 million in cash inflows due to lower loan repayments from our joint venture during the six months ended June 30, 2021.

Liquidity

Our primary sources of liquidity are cash and cash equivalents, cash flows provided by our operations, our undrawn credit facilities, and capital raised through financing transactions. Our cash management policies have a primary objectives of minimizing both the probability of loss and return volatility as well as ensuring securities purchased can be sold readily and efficiently. A further objective is ensuring an appropriate return. The nature and extent of amounts that can be borrowed under our revolving credit facility and working capital loan is described in "Item 1 - Financial Statements: Note 6 - Long-term Debt" and in "Item 1 - Financial Statements: Note 5 - Short-Term Debt."

Our total consolidated liquidity, including cash, cash equivalents and undrawn credit facilities, was $231.4 million as at June 30, 2021, compared to $372.6 million as at December 31, 2020. The decrease during the six months ended June 30, 2021 was primarily a result of a $56.7 million payment for the purchase of two Suezmax tankers that were previously under sale-leaseback arrangements, $47.2 million decrease in the borrowing capacity of our revolving credit facility as a result of a scheduled amortization, $45.7 million of net operating cash outflow, $16.2 million of repayments and prepayments of non-revolving long-term debt and obligations related to finance leases, and $7.2 million of expenditures for vessels and equipment, partially offset by $32.7 million received from the sale of two Aframax tankers.

As at June 30, 2021, we had a working capital deficit of $47.6 million, compared to a working capital surplus of $48.3 million as at December 31, 2020. The change in working capital balance was primarily due to an increase in current liabilities resulting from the repurchase options declared in March 2021 for six vessels under existing finance leases, which are expected to be completed in September 2021, as described in "Item 1 - Financial Statements: Note 7 - Operating Leases and Obligations Related to Finance Leases," as well as net operating cash outflow. We expect the working capital deficit will be addressed through cash generated from operations and proceeds from the expected refinancings of eight vessels, including the two vessels that were purchased in May 2021 and the six vessels to be repurchased in September 2021. In June 2021, we signed term sheets for $141.7 million of new sale-leaseback transactions related to these eight vessels. Our expected financing related to these vessels is considered probable of completion during the third quarter of 2021.

The following table summarizes our contractual obligations as at June 30, 2021 that relate to the 12-month period following such date and those in subsequent periods. Due to the capital intensive industry in which we operate and our significant reliance on long-term borrowing, the timing of capital expenditure commitments and the timing of the repayment of debt obligations is important in assessing our ability to generate and obtain adequate amounts of cash to meet our requirements. We anticipate that our primary sources of funds for our short-term liquidity needs will be cash flows from operations, existing cash and cash equivalents, undrawn short-term and long-term borrowings and expected proceeds from refinancing the eight vessels described above, which we believe will be sufficient to meet our existing liquidity needs for at least the 12-month period following June 30, 2021. Subsequent to June 30, 2022, our term loan matures in August 2023 and our revolving credit facility matures in December 2024. As noted in the table below, the amounts that will come due related to these two credit facilities on maturity will be $33.7 million in 2023 and $148.2 million in 2024. The extent to which we repay and/or refinance these facilities will depend upon, among other things, the estimated market value of our vessels, our overall financial condition and liquidity position, the condition of credit markets, and the tanker market outlook. In addition, as vessels in our fleet continue to age, we may acquire new or second-hand vessels to renew the fleet, which we expect would require new financing arrangements, including bank borrowings and potentially the issuance of debt and equity securities. As at June 30, 2021, we did not have any capital commitments related to the acquisition of new or second-hand vessels aside from the six vessel repurchase options exercised, as described above.



(in millions of U.S. Dollars)	Total	12 Months Following June 30, 2021	Remainder of 2022	2023	2024	2025	Beyond 2025
U.S. Dollar-Denominated Obligations
Scheduled repayments of revolving facility, term loan and other debt	117.1	11.2	5.6	47.2	53.1	—	—
Repayments at maturity of revolving facility, term loan and other debt	181.9	—	—	33.7	148.2	—	—
Scheduled repayments of obligations related to finance leases	292.8	140.0	6.3	13.1	13.9	14.8	104.7
Chartered-in vessels (operating leases) (1)(2)(3)(4)	65.0	10.3	6.5	9.6	6.8	6.8	25.0
Total	656.8	161.5	18.4	103.6	222.0	21.6	129.7

(1)Includes one LR2 tanker and one STS support vessel, both of which are expected to be delivered to us during the third quarter of 2021 to commence an 18-month time charter-in contract and a 24-month time charter-in contract, respectively.

(2)Includes one Aframax tanker expected to be delivered to us in late-2022 to commence a seven-year time charter-in contract.

(3)Excludes payments required if we exercise options to extend the terms of in-chartered leases signed as of June 30, 2021. If we exercise all options to extend the terms of signed in-chartered leases, we would expect total payments of $17.5 million (12 months following June 30, 2021), $7.8 million (remainder of 2022), $16.9 million (2023), $13.1 million (2024), $6.8 million (2025) and $47.9 million (beyond 2025).

(4)Excludes two time charter-in contracts for two Aframax tankers that were entered into by us subsequent to June 30, 2021.

In addition to the volatility in our net operating cash flow from our exposure to the spot tanker market, 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 and vessel acquisitions or vessel dispositions, 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 10 – Income Tax Recovery," 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, 2021, the High-Q joint venture had a loan outstanding with a financial institution with a balance of $30.0 million, and we guarantee 50% of the outstanding loan balance. Finally, passage of any 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. 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, 2020. The following contains those sections of our critical accounting estimates that have been updated for significant developments up to June 30, 2021:

Vessel Lives and Impairment

The following contains an update from our Annual Report on Form 20-F for the year ended December 31, 2020 for significant developments up to June 30, 2021 to our critical accounting estimates with respect to Vessel Lives and Impairment for vessels where undiscounted cash flows are marginally greater than the carrying values. The table below presents the aggregate market values and carrying values of our vessels that we have determined have a market value that is less than their carrying value and which have estimated future undiscounted cash flows that are only marginally greater than their respective carrying values as of June 30, 2021. While the market values of these vessels are below their carrying values, no impairment has been recognized on any of these vessels in the six months ended June 30, 2021 as the estimated future undiscounted cash flows relating to such vessels are greater than their carrying values and GAAP does not allow an impairment to be recognized under this circumstance. We consider the vessels reflected in the following table to be at a higher risk of future impairment as compared to other vessels in our fleet:

Aframax, Suezmax and Product Tankers
(in thousands of U.S. dollars, except number of vessels)

# Vessels

Market
Values (1)

Carrying
Values

Tankers

248,100

372,574

(1)Market values are determined using reference to second-hand market comparables. Since vessel values can be volatile, our estimates of market value shown above may not be indicative of either the current or future prices we could obtain if we sold any of the vessels.

Our estimates of future undiscounted cash flows used to determine whether a vessel's carrying value is recoverable involve assumptions about future charter rates, vessel utilization, operating expenses, dry-docking expenditures, vessel residual values, the probability of the vessel being sold and the remaining estimated life of our vessels. Our estimated charter rates are based on rates under existing vessel contracts and market rates at which we expect we can re-charter our vessels. Such market rates for the first three years are based on prevailing market 3-year time-charter rates and thereafter, a 10-year historical average of actual spot charter rates earned by our vessels, adjusted to exclude years which management has determined as outliers. We consider as outliers those years that have been impacted by rare events or circumstances that have distorted the historical 10-year trailing average to such a degree that this average is not representative of what a reasonable outlook would be if we don’t exclude such years. We have identified such events in the current 10-year historical period as at December 31, 2020, which has resulted in the exclusion of the three years from 2011 to 2013 from our averages. Our estimated charter rates are discounted for the years when the vessel age is 15 years and older, as compared to the estimated charter rates for years when the vessel is younger than 15 years. Such discounts reflect expectations of lower utilization and higher fuel consumption for older vessels.

Our estimates of vessel utilization, including estimated off-hire time, are based on historical experience. Our estimates of operating expenses and dry-docking expenditures are based on historical operating and dry-docking costs and our expectations of future inflation and operating requirements. Vessel residual values are a product of a vessel’s lightweight tonnage and an estimated scrap rate per tonne. The probability of the vessel being sold is based on our current plans and expectations. The remaining estimated lives of our vessels used in our estimates of future cash flows are consistent with those used in the calculations of depreciation.

In our experience, certain assumptions relating to our estimates of future cash flows are more predictable by their nature, including estimated revenue under existing contract terms, on-going operating costs and remaining vessel life. Certain assumptions relating to our estimates of future cash flows require more judgment and are inherently less predictable, such as future charter rates beyond the firm period of existing contracts, the probability and timing of vessels being sold and vessel residual values, due to their volatility. We believe that the assumptions used to estimate future cash flows of our vessels are reasonable at the time they are made. We can make no assurances, however, as to whether our estimates of future cash flows, particularly future vessel charter rates or vessel values, will be accurate.

Our estimates of future cash flows are more sensitive to changes in certain assumptions, such as future charter rates. For example, for those 12 vessels in the table above where the undiscounted cash flows are marginally greater than the carrying values, if at June 30, 2021, the 3-year time-charter rates were reduced by either 5% or 10%, two or four, respectively of the 12 vessels would have been impaired, resulting in an additional impairment of $8.4 million or $39.2 million, respectively. If at June 30, 2021, the 10-year historical average of actual spot charter rates earned by our vessels, adjusted to exclude years which management has determined as outliers, was reduced by either 5% or 10%, six or 11, respectively, of the 12 vessels would have been impaired, resulting in an additional impairment of $71.1 million or $122.6 million, respectively. For additional information about our impairment policies, please read "Item 5 – Operating and Financial Review and Prospects - Critical Accounting Estimates - Vessel Lives and Impairment" in our Annual Report on Form 20-F for the year ended December 31, 2020.

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FORWARD-LOOKING STATEMENTS

This Report on Form 6-K for the three and six months ended June 30, 2021 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:

•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 and newbuilding tanker deliveries and vessel scrapping;

•estimated changes in global oil demand and supply;

•future tanker rates, OPEC+ oil production or oil supply cuts and floating storage demand;

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

•timing of and our expectations regarding vessel acquisitions, tanker contracts, sale-leaseback transactions and delivery of newbuildings;

•our expectations regarding the effects of the COVID-19 global pandemic on our industry and business, including our liquidity and the potential effect on typical seasonal variations in tanker rates;

•impact of changes in charter rates on potential future vessel impairments;

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

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

•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;

•the legal merits and the estimated breakage costs with respect to interest rate swaps as part of the claim that was filed against us;

•timing of and our expectations regarding vessel refinancings, including the expected impact on working capital; and

•expected interest payments on our contractual obligations and the impact on our payment obligations if we exercise options to extend in-chartered 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; OPEC+ production and supply levels; the duration and extent of the coronavirus outbreak, and any resulting effects on the markets in which we operate; the impact of the coronavirus outbreak on our ability to maintain safe and efficient operations; 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; 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, including our ability to refinance our two vessels purchased and our anticipated repurchase of six vessels; 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; geopolitical tensions; our exposure to foreign currency exchange rate fluctuations; 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, 2020. 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.

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TEEKAY TANKERS LTD. AND SUBSIDIARIES

June 30, 2021

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, 2020, which could materially affect our business, financial condition or results of operations and the price and value of our securities.

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 2021 Annual General Meeting was held on June 21, 2021. The following persons were elected directors for a one-year period by the votes set forth opposite their names:

Terms expiring 2022

Votes For

Votes Withheld

Votes Against

Broker Non-Votes

Peter Antturi

35,711,877

340,034

N/A

David Schellenberg

35,675,966

375,945

N/A

Kenneth Hvid

34,619,122

1,432,789

N/A

Sai Chu

32,558,834

3,493,077

N/A

Richard T. du Moulin

32,198,630

3,853,281

N/A

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.

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.

TEEKAY TANKERS LTD.

Date:

August 13, 2021

By:

/s/ Stewart Andrade

Stewart Andrade

Chief Financial Officer

(Principal Financial and Accounting Officer)