Bristow Group Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

LEASES

LEASES

3 Months Ended

Jun. 30, 2020

The Company leases aircraft, land, hangars, buildings, fuel tanks and tower sites under operating lease agreements. The Company determines if an arrangement is a lease at inception. All of the Company’s leases are operating leases and are recorded in right-of-use (“ROU”) assets, accounts payable and operating lease liabilities in its condensed consolidated balance sheets. The lease expense on those contracts with initial terms of twelve months or less are recognized on a straight-line basis over the lease term and are not recorded on the balance sheet.

ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligations to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of a lease based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company’s lease terms may include options to renew, extend or terminate the lease. The lease term includes options to extend when the Company is reasonably certain to exercise the option. The Company is not, however, reasonably certain that it will exercise any option(s) to extend at commencement of a lease, as each extension would be based on the relevant facts and circumstances at the time of the decision to exercise or not exercise an extension option, and as such, has not been included in the remaining lease terms. The Company will evaluate the impact of lease extensions, if and when the exercise of an extension option is probable.

The majority of the bases from which the Company operates are leased, with current remaining terms between one and fifty-nine years. The Company has non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, and land and facilities used in its operations. The related lease agreements, which range from non-cancelable and month-to-month terms, generally provide for fixed monthly rentals and can also include renewal options. The Company generally pays all insurance, taxes and maintenance expenses associated with these leases, and these costs are not included in the lease liability and are recognized in the period in which they are incurred.

As of June 30, 2020 (Successor), aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for 45 aircraft, are as follows (in thousands):



	Aircraft		Other		Total
Fiscal year ending March 31,
2021	$	66,042	$	8,143	$	74,185
2022	77,249		8,476		85,725
2023	58,595		8,156		66,751
2024	46,005		7,711		53,716
2025	28,370		5,968		34,338
Thereafter	2,169		25,165		27,334
	$	278,430	$	63,619	$	342,049

Operating leases as of June 30 and March 31, 2020 (Successor) were as follow (in thousands, except years and percentages):



	June 30, 2020			March 31, 2020
Operating lease right-of-use assets	$	297,072		$	305,962

Current portion of operating lease liabilities	81,953			81,484
Operating lease liabilities	214,125			224,595
Total operating lease liabilities	$	296,078		$	306,079

Weighted average remaining lease term	5 years			4 years
Weighted average discount rate	6.26		%	6.27		%

	Successor			Predecessor
	Three Months Ended June 30, 2020			Three Months Ended June 30, 2019

Cash paid for operating leases	$	27,808		$	36,650
ROU assets obtained in exchange for lease obligations	$	4,217		$	48,068

The aircraft leases range from base terms of up to 180 months with renewal options of up to 60 months in some cases, include purchase options upon expiration and some include early purchase options. The leases contain terms customary in transactions of this type, including provisions that allow the lessor to repossess the aircraft and require the Company to pay a stipulated amount if the Company defaults on its obligations under the agreements. The following is a summary of the terms related to aircraft leased under operating leases with original or remaining terms in excess of one year as of June 30, 2020 (Successor):



End of Lease Term		Number of Aircraft
Nine months ending March 31, 2021 to fiscal year 2022		16
Fiscal year 2023 to fiscal year 2024		19
Fiscal year 2025 to fiscal year 2026		10
		45

The Company leases six S-92 model aircraft and one AW139 model aircraft from VIH Aviation Group, which is a related party due to common ownership of Cougar, and paid lease fees of $3.4 million and $4.5 million for the three months ended June 30, 2020 (Successor) and June 30, 2019 (Predecessor), respectively. Additionally, the Company leases a facility in Galliano, Louisiana from VIH Helicopters USA, Inc., another related party due to common ownership of Cougar, and paid lease fees of $0.1 million and $0.1 million for the three months ended June 30, 2020 (Successor) and June 30, 2019 (Predecessor), respectively.

In April and May 2019 (Predecessor), the Company returned its remaining four H225 leased aircraft and paid $4.3 million in lease return costs.

Rent expense incurred is as follows (in thousands):



	Successor		Predecessor
	Three Months Ended June 30, 2020		Three Months Ended June 30, 2019
Rent expense under all operating leases	$	30,906	$	52,189
Rent expense under operating leases for aircraft	$	26,012	$	46,447

As of June 30, 2020 (Successor), the Company had sales-type leases of four H225 heavy helicopters. During the three months ended June 30, 2020 (Successor), the Company recognized $0.1 million of interest income on these sales-type leases. As of June 30, 2020 (Successor), the Company had remaining receivables of $13.4 million, all of which is due within one year. These amounts are included in prepaid expenses and other current assets on the consolidated balance sheet.