Bristow Group Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

LEASES

LEASES

12 Months Ended

Mar. 31, 2021

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. The Company’s leases are recorded in right-of-use (“ROU”) assets, accounts payable and operating lease liabilities in its 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-eight 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 March 31, 2021 (Successor), aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for 44 aircraft, are as follows (in thousands):


	Aircraft		Other		Total
Fiscal year ending March 31,
2022	$	77,354	$	12,730	$	90,084
2023	57,646		10,775		68,421
2024	45,362		9,948		55,310
2025	28,370		7,627		35,997
2026	2,170		6,644		8,814
Thereafter	—		21,055		21,055
	$	210,902	$	68,779	$	279,681

As of March 31, 2020 (Successor), aggregate future payments under all non-cancelable operating leases that have initial terms in excess of one year, including leases for 46 aircraft, are as follows (in thousands):


	Aircraft		Other		Total
Fiscal year ending March 31,
2021	$	89,736	$	7,680	$	97,416
2022	77,229		6,435		$	83,664
2023	58,583		6,468		$	65,051
2024	46,005		6,086		$	52,091
2025	28,370		5,005		$	33,375
Thereafter	2,170		16,382		$	18,552
	$	302,093	$	48,056	$	350,149

Operating leases as of March 31, 2021 (Successor) and March 31, 2020 (Successor) were as follow (in thousands, except years and percentages):


	March 31, 2021		March 31, 2020
Operating lease right-of-use assets	$	246,667	$	305,962

Current portion of operating lease liabilities	77,909		81,484
Operating lease liabilities	167,718		224,595
Total operating lease liabilities	$	245,627	$	306,079


	Fiscal Year Ended March 31, 2021			Five Months Ended March 31, 2020			Seven Months Ended October 31, 2019
	Successor						Predecessor
Cash paid for operating leases	$	112,590		$	48,967		$	95,601
ROU assets obtained in exchange for lease obligations	$	21,923		$	338,257		$	256,242
Weighted average remaining lease term	4 years			4 years			5 years
Weighted average discount rate	6.23		%	6.27		%	7.14		%

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 March 31, 2021 (Successor):


End of Lease Term						Number of Aircraft
Fiscal year 2022 to fiscal year 2023						15
Fiscal year 2024 to fiscal year 2025						19
Fiscal year 2026 to fiscal year 2027						10
						44

The Company leases six S-92 model aircraft and one AW139 model aircraft from VIH Aviation Group Ltd., which is a related party due to common ownership of Cougar and paid lease fees of $12.9 million, $5.5 million, $8.6 million and $16.1 million during the fiscal year 2021 (Successor), five months ended March 31, 2020 (Successor), seven months ended October 31, 2019 (Predecessor) and fiscal year 2019 (Predecessor), respectively. 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 $0.2 million, $0.1 million, $0.1 million and $0.2 million during the fiscal year 2021, five months ended March 31, 2020 (Successor), seven months ended October 31, 2019 (Predecessor) and fiscal year 2019 (Predecessor), respectively. As of March 31, 2021 and 2020, $2.6 million and $14.6 million, respectively, of accounts receivables from related party affiliates were included in accounts receivables on the consolidated balance sheet.

During the fiscal year 2021, the Company entered into sales-type leases for five S76C++ medium helicopters. The leases commenced on January 15, 2021 and were classified as sales-type based on the purchase options which the Company believes are reasonably certain of exercise. As a result, a net investment in lease of $3.7 million, calculated as present value of lease payments and purchase option value, was recognized on the balance sheet. The difference between the net book value of the aircraft and the net investment in lease was recognized as a loss on disposal of $6.4 million. The receivables of $3.7 million represent the net investment in lease recognized expected to be be received over the next fiscal year.

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

In June 2019 (Predecessor), the Company rejected ten aircraft leases, including nine S-76C+s and one S-76D, and recorded $26.0 million of lease termination costs, net. In September 2019 (Predecessor), the Company recorded an additional $4.2 million of lease termination costs to adjust its liabilities subject to compromise to the allowed claim. Also, in connection with these ten aircraft lease returns, the Company reduced its ROU assets by $18.6 million and operating lease liabilities by $20.2 million in the Predecessor period. On October 31, 2019 (Predecessor), as part of the Plan, the Company settled and paid these liabilities in full for $3.9 million.

In September 2019 (Predecessor), the Company rejected the lease for its corporate headquarters in Houston, Texas. As of September 30, 2019 (Predecessor), the Company recorded an allowed claim of $5.3 million, which was settled and paid in full for $0.6 million on October 31, 2019 (Predecessor), as part of the Plan. Also, in connection with the corporate lease rejection, as of September 30, 2019 (Predecessor), the Company reduced its ROU assets by $13.2 million and operating lease liabilities by $18.9 million.

In connection with the adoption of fresh-start accounting, the Company made the accounting policy election in accordance with ASC 805 to not recognize lease assets or liabilities upon emergence for any leases that have a remaining lease term of 12 months or less as of the Effective Date. Any ROU asset or lease liability that meets the criteria was written off by offsetting each other with any resulting gain or loss recognized as a fresh-start adjustment on the Predecessor’s consolidated statements of operations. Any future lease expenses will be expensed on a straight-line basis over the lease term or for variable lease payments in the period in which the obligation for those payments is incurred. Further, the ROU asset was reduced on a

net basis by $2.6 million for changes in fair value related to favorable or unfavorable lease terms with the offset recorded as reorganization expense, net in the Predecessor’s consolidated statement of operations.

Rent expense incurred is as follows (in thousands):


	Fiscal Year Ended March 31, 2021	Five Months Ended March 31, 2020		Seven Months Ended October 31, 2019		Fiscal Year Ended March 31, 2019
	Successor			Predecessor
Rent expense under all operating leases	120,309	$	50,061	$	101,543	$	192,316
Rent expense under operating leases for aircraft	97,919	$	43,044	$	88,599	$	168,299