Annual report pursuant to Section 13 and 15(d)

DEFINED CONTRIBUTION AND PENSION PLANS

v3.22.1
DEFINED CONTRIBUTION AND PENSION PLANS
 12 Months Ended
Mar. 31, 2022
Retirement Benefits [Abstract]  
DEFINED CONTRIBUTION AND PENSION PLANS DEFINED CONTRIBUTION AND PENSION PLANS
Defined Contribution Plans
The Bristow Group Inc. Employee Savings and Retirement Plan (the “Bristow Plan”) covers certain of the Company’s U.S. employees. Under the Bristow Plan, the Company matches each participant’s contributions up to 3% of the employee’s compensation. In addition, under the Bristow Plan, the Company contributes an additional 3% of the employee’s compensation.
BHL and Bristow International Aviation (Guernsey) Limited (“BIAGL”) each have a defined contribution plan. These defined contribution plans were put in place for new hires following the closure of the defined benefit pension plans described below. There are defined contribution sections within the closed defined benefit plans which were established for those defined benefit members who were in active service when the schemes closed to new benefit accrual.
The Company’s contributions to its defined contribution plans were $21.4 million, $21.9 million, $8.5 million and $13.6 million for the fiscal years ended 2022 and 2021, five months ended March 31, 2020 and seven months ended October 31, 2019 (Predecessor), respectively.
Defined Benefit Plans
The defined benefit pension plans of BHL and BIAGL (the “Defined Benefit Pension Plans”) were replaced by the defined contribution plans described above and closed to future accrual as of February 1, 2004. Prior to replacement, the Defined Benefit Pension Plans covered all full-time employees of Bristow Aviation and BIAGL employed on or before December 31, 1997. The defined benefits for participants in the Defined Benefit Pension Plans were based on the employee’s annualized average last three years’ pensionable salaries up to February 1, 2004, increasing thereafter in line with retail price inflation (prior to 2011) and consumer price inflation (from 2011 onwards), and subject to maximum increases of 5% per year over the period to retirement. Any valuation deficits are funded by contributions by BHL and BIAGL. Plan assets are held in separate funds administered by the plans’ trustee (the “Plan Trustee”), which are primarily invested in equities, credit debt securities and cash.
The following table provides a rollforward of the projected benefit obligation and the fair value of plan assets, sets forth the defined benefit retirement plans’ funded status and provides detail of the components of net periodic pension cost calculated for the Defined Benefit Pension Plans. The measurement date adopted is March 31 and resulting gains or losses are amortized over the average remaining life expectancy of the plan members.
Fiscal Year Ended
March 31, 2022		 Fiscal Year Ended
March 31, 2021		 Five Months Ended
March 31, 2020		 Seven Months Ended
October 31, 2019
  Successor Predecessor
Change in benefit obligation:
Projected benefit obligation (PBO) at beginning of period $ 578,918  $ 494,992  $ 528,858  $ 504,076 
Service cost 732  743  594  29 
Interest cost 9,757  9,449  4,109  6,705 
Actuarial loss (gain) (9,592) 41,343  (5,545) 34,618 
Benefit payments and expenses (23,418) (24,854) (11,394) (13,882)
Effect of exchange rate changes (26,441) 57,245  (21,630) (2,688)
Projected benefit obligation (PBO) at end of period $ 529,956  $ 578,918  $ 494,992  $ 528,858 
Change in plan assets:
Fair value of assets at beginning of period $ 534,768  $ 477,137  $ 495,343  $ 478,350 
Actual return on assets 8,633  11,738  6,827  24,633 
Employer contributions 16,234  16,778  7,144  9,032 
Benefit payments and expenses (23,418) (24,854) (11,394) (13,882)
Effect of exchange rate changes (24,431) 53,969  (20,783) (2,790)
Fair value of assets at end of period $ 511,786  $ 534,768  $ 477,137  $ 495,343 
Reconciliation of funded status:
Accumulated benefit obligation (ABO) $ 529,956  $ 578,918  $ 494,992  $ 528,858 
Projected benefit obligation (PBO) $ 529,956  $ 578,918  $ 494,992  $ 528,858 
Fair value of assets (511,786) (534,768) (477,137) (495,343)
Net recognized pension liability $ 18,170  $ 44,150  $ 17,855  $ 33,515 
Amounts recognized in accumulated other comprehensive loss $ (5,962) $ 45,071  $ (6,389) $ — 
The following table provides a detail of the components of net periodic pension cost (benefit) for the periods reflected in the table below were as follows (in thousands):
Fiscal Year Ended
March 31, 2022		 Fiscal Year Ended
March 31, 2021		 Five Months Ended
March 31, 2020		 Seven Months Ended
October 31, 2019
Successor Predecessor
Service cost for benefits earned during the period $ 732  $ 743  $ 594  $ 29 
Interest cost on pension benefit obligation 9,757  9,449  4,109  6,705 
Expected return on assets (12,290) (13,090) (5,735) (5,610)
Net periodic pension cost (benefit) $ (1,801) $ (2,898) $ (1,032) $ 1,124 
The service cost component is reported in the Company’s statement of operations in total costs and expenses. All other components of net periodic pension cost are reported in the other expenses, net.
The amount in accumulated other comprehensive loss as of March 31, 2022 expected to be recognized as a component of net periodic pension cost in fiscal year 2023 is zero, net of tax, and represents amortization of the net actuarial losses.
Actuarial assumptions used to develop the components of the Defined Benefit Pension Plans for the periods reflected in the table below were as follows:    
  Fiscal Year Ended
March 31, 2022		 Fiscal Year Ended
March 31, 2021		 Five Months Ended
March 31, 2020		 Seven Months Ended
October 31, 2019
  Successor Predecessor
Discount rate 2.00  % 2.30  % 1.90  % 1.90  %
Expected long-term rate of return on assets 2.42  % 2.62  % 2.80  % 2.80  %
Pension increase rate 3.00  % 2.60  % 2.80  % 2.80  %
The Company utilizes a British pound sterling denominated AA corporate bond index as a basis for determining the discount rate for its Defined Benefit Pension Plans. The expected rate of return assumptions have been determined following consultation with the Company’s actuarial advisors. In the case of bond investments, the rates assumed have been directly based on market redemption yields at the measurement date, and those on other asset classes represent forward-looking rates that have typically been based on other independent research by investment specialists.
Under U.K. and Guernsey legislation, it is the Plan Trustee who is responsible for the investment strategy of the plans, although day-to-day management of the assets is delegated to a team of regulated investment fund managers. The Plan Trustee of the Bristow Staff Pension Scheme (the “Scheme”) aims to invest the assets of the Scheme prudently so that the benefits promised to members are provided. In setting the investment strategy, the Trustee first considered the lowest risk asset allocation that it could adopt in relation to the Scheme’s liabilities.
The types of investments are held, and the relative allocation of assets to investments is selected, in light of the liability profile of the Scheme, its cash flow requirements, the funding level and the Plan Trustee’s stated objectives. In addition, in order to avoid an undue concentration of risk, assets are diversified within and across asset classes.
The market value of the plan’s assets as of March 31, 2022 and March 31, 2021 was allocated between asset classes. Details of target allocation percentages under the Plan Trustee’s investment strategies as of the same dates are also included as follows:
  Target Allocation
as of March 31,		 Actual Allocation
as of March 31,
Asset Category 2022 2021 2022 2021
Equity securities 14.0  % 14.1  % 16.4  % 15.1  %
Debt securities 19.0  % 19.0  % 19.8  % 16.4  %
Property 6.7  % 6.7  % 5.8  % 6.4  %
Other assets 60.3  % 60.2  % 58.0  % 62.1  %
Total 100.0  % 100.0  % 100.0  % 100.0  %
The following table summarizes, by level within the fair value hierarchy, the plan assets as of March 31, 2022, which are valued at fair value (in thousands):
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		 Significant
Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Balance as of March 31, 2022
Cash and cash equivalents $ 3,591  $ 18,661  $ —  $ 22,252 
Equity investments- UK 1,053  —  —  1,053 
Equity investments- non UK 2,897  —  —  2,897 
Insurance linked securities —  27,386  —  27,386 
Liquid credit —  98,130  —  98,130 
Alternatives —  51,801  —  51,801 
Diversified growth (absolute return) funds 790  —  —  790 
Government debt securities —  99,157  —  99,157 
Corporate debt securities 1,712  —  —  1,712 
Insurance policy —  —  154,345  154,345 
Total fair value investments $ 10,043  $ 295,135  $ 154,345  $ 459,523 
Net asset value(1)
—  —  —  52,263 
Total investments $ 10,043  $ 295,135  $ 154,345  $ 511,786 
____________________
(1)Includes illiquid credit and property debt amounts held at net asset values.
The following table summarizes, by level within the fair value hierarchy, the plan assets as of March 31, 2021, which are valued at fair value (in thousands):
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		 Significant
Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Balance as of March 31, 2021
Cash and cash equivalents $ 5,933  $ 26,628  $ —  $ 32,561 
Equity investments - U.K. 1,518  —  —  1,518 
Equity investments - Non-U.K. 2,345  —  —  2,345 
Insurance Linked Securities —  27,870  —  27,870 
Illiquid credit —  —  25,938  25,938 
Liquid credit —  102,373  —  102,373 
Property debt —  —  34,078  34,078 
Alternatives —  48,013  —  48,013 
Diversified growth (absolute return) funds 1,242  —  —  1,242 
Government debt securities 414  85,403  —  85,817 
Corporate debt securities 1,656  —  —  1,656 
Insurance policies —  —  171,357  171,357 
Total investments $ 13,108  $ 290,287  $ 231,373  $ 534,768 
The investments’ fair value measurement level within the fair value hierarchy is classified in its entirety based on the lowest level of input that is significant to the measurement. The fair value of assets using Level 2 inputs is determined based on the fair value of the underlying investment using quoted prices in active markets or other significant inputs that are deemed observable.
Estimated future benefit payments for each of the years ending March 31 is as follows (in thousands):
Fiscal Years Ending March 31, Payments
2023 $ 23,963 
2024 24,358 
2025 25,017 
2026 25,543 
2027 25,938 
Thereafter 132,061 
The Company expects to fund these payments with cash contributions to the plans, plan assets and earnings on plan assets. The current estimates of cash contributions for the Company’s pension plans required for fiscal year 2023 are expected to be $16.9 million.