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Transactions with Related Parties
12 Months Ended
Dec. 31, 2020
Related Party Transactions [Abstract]  
Transactions with Related Parties

16. Transactions with Related Parties

Predecessor:

The Company purchases beauty products for resale to its customers from an entity that was formerly a wholly-owned subsidiary of the Parent through March 1, 2019. In 2017, the Company entered into a supply agreement with a wholly-owned subsidiary of the Parent, which established the prices at which beauty products will be purchased by the Company from the supplier for a term of ten years. This supply agreement was subsequently amended and restated in 2018.

Purchases of beauty products from related parties and cost of revenues are as follows (in thousands):

 

 

 

Predecessor

 

 

 

January 1, 2019 to March 19, 2019

 

Year Ended December 31, 2018

 

Purchases

 

$

2,026

 

$

25,491

 

Cost of revenues

 

$

1,828

 

$

22,995

 

 

The Company entered into a loan agreement with a wholly-owned subsidiary of the Parent, for €5.0 million on February 25, 2016. The note receivable is due in full by January 3, 2021 and bears an annual interest rate of 7.50%. The note receivable is accounted for on an amortized cost basis, and interest is recognized using the effective interest rate method. On July 27, 2018, the Parent settled the outstanding principal amount and all accrued interest under this loan agreement. This note receivable from affiliate of Parent and related unpaid accrued interest forgiven by Parent totaling approximately $6.8 million were considered contributions of capital from the Parent in the consolidated and combined financial statements of the Company. Interest income earned on the loan was $0.2 million for the year ended December 31, 2018 (Predecessor), which is included in the consolidated and combined statements of operations.

The Company received services and support from various functions performed by the Parent until December 31, 2019. These expenses related to allocations of Parent corporate overhead. Included in Salary and Payroll taxes and Administrative expenses in the combined statement of operations for the year ended December 31, 2018 (Predecessor) were $9.1 million and $2.6 million, respectively.

Successor:

One Spa World LLC, a subsidiary of OneSpaWorld, entered into a transition services agreement, concurrent with the closing of the Business Combination, with Steiner Management Services, LLC (“SMS”), which became effective at the time of the closing. This agreement provides for the provision by SMS and its affiliates and third-party providers of certain services, including accounting, information technology and legal services, to certain subsidiaries of OneSpaWorld until December 31, 2020. Effective December 31, 2019, the Company and SMS have terminated the transition services agreement (the “Transition Services Agreement”) pursuant to which SMS had provided the Company with certain services, including accounting, information technology and legal services. The Company has transitioned such services to its control. 

The Company and SMS have entered into an Operational Services Agreement effective January 1, 2020, pursuant to which the Company will provide SMS with certain services including with respect to accounting, human resources, information technology, and office related support.  This agreement was terminated effective on December 31, 2020 and provides that SMS will pay the Company for its services.

As discussed in Note 8 – “Equity”, on April 30, 2020, we entered into the Investment Agreement with Investors, including members of our management and Board of Directors. Pursuant to the Investment Agreement, we completed the 2020 Private Placement.

Predecessor and Successor:

The Company entered into a Management Agreement, dated May 25, 2018 and amended and restated October 25, 2018, with Bliss World LLC, an indirect subsidiary of Steiner Leisure, which became effective at the time of the closing of the Business Combination. The Management agreement provides that OSW will manage the operation of nine U.S. health and wellness centers on behalf of Bliss World LLC in exchange for approximately $1.25 million in the aggregate for the year ended December 31, 2019. Subject to certain customary early termination rights, the agreement terminates, with respect to each health and wellness center, upon expiration or termination of the respective lease for each such health and wellness center. As of December 31, 2020, one health and wellness center remains subject to lease and ongoing operations.

OSW Predecessor entered into an Executive Services Agreement, concurrent with the closing of the Business Combination, with Nemo Investor Aggregator, Limited (“Nemo”), the parent company of Steiner Leisure, which became effective at the time of the closing. The agreement provides that after the closing of the Business Combination, Leonard Fluxman and Stephen Lazarus are to be made available to provide certain transition services to Nemo until December 31, 2020, in exchange for $850,000. Effective March 31, 2020, the Company and Nemo terminated the Executive Services Agreement. The Company has determined it to be in its best interests to have Mr. Fluxman and Mr. Lazarus be unrestricted in any respect regarding their availability to manage the Company’s business, particularly during the current unprecedented conditions caused by the global COVID-19 pandemic. 

On August 3, 2018, OSW entered into a lease of office space in Coral Gables, Florida (the “Coral Gables Lease”) with an initial lease term of twelve years and options to renew for two periods of five years each. Additionally, on August 3, 2018, OSW entered into a sublease of the Coral Gables Lease with SMS, with an initial term of five years and an annual rent amount of approximately $480,000. Effective August 12, 2020, the Company and SMS have terminated the sublease of the Coral Gables Lease (the “Sublease”). 

The total fee for all the aforementioned agreements received by the Company (Successor) in 2020 was $0.5 million, of which during the year ended December 31, 2020, the Company recorded approximately $0.2 million and $0.3 million, respectively, as a reduction of salary and payroll taxes expenses and service revenues related to these agreements.