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Related Party Transactions
3 Months Ended
Feb. 29, 2020
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 11—RELATED PARTY TRANSACTIONS: 

The Company has a business relationship with MiTAC Holdings Corporation (“MiTAC Holdings”), a publicly-traded company in Taiwan, which began in 1992 when MiTAC Holdings became the Company's primary investor through its affiliates. As of both February 29, 2020 and November 30, 2019, MiTAC Holdings and its affiliates beneficially owned approximately 18% of the Company’s outstanding common stock. Mr. Matthew Miau, Chairman Emeritus of the Company’s Board of Directors and a director, is the Chairman of MiTAC Holdings and a director or officer of MiTAC Holdings’ affiliates.

Beneficial ownership of the Company’s common stock by MiTAC Holdings  

As noted above, MiTAC Holdings and its affiliates in the aggregate beneficially owned approximately 18% of the Company’s outstanding common stock as of February 29, 2020. These shares are owned by the following entities:  

 

 

 

 

 

As of February 29, 2020

 

MiTAC Holdings(1)

 

 

5,240

 

Synnex Technology International Corp.(2)

 

 

3,860

 

Total

 

 

9,100

 

 

 

 

(1

)

 

Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings. Excludes 188 shares held directly by Mr. Miau, 217 shares indirectly held by Mr. Miau through a charitable remainder trust, and 187 shares held by his spouse.

 

(2

)

 

Synnex Technology International Corp. (“Synnex Technology International”) is a separate entity from the Company and is a publicly-traded corporation in Taiwan. Shares are held via Peer Development Ltd., a wholly-owned subsidiary of Synnex Technology International. MiTAC Holdings owns a noncontrolling interest of 8.7% in MiTAC Incorporated, a privately-held Taiwanese company, which in turn holds a noncontrolling interest of 14.7% in Synnex Technology International. Neither MiTAC Holdings nor Mr. Miau is affiliated with any person(s), entity, or entities that hold a majority interest in MiTAC Incorporated.

MiTAC Holdings generally has significant influence over the Company regarding matters submitted to stockholders for consideration, including any merger or acquisition of the Company. Among other things, this could have the effect of delaying, deterring or preventing a change of control over the Company.

The following table presents the Company's transactions with MiTAC Holdings and its affiliates for the periods indicated:

 

 

 

Three Months Ended

 

 

 

 

February 29, 2020

 

 

February 28, 2019

 

 

Purchases of inventories and services

 

$

43,245

 

 

$

36,144

 

 

Sale of products to MiTAC Holdings and affiliates

 

 

312

 

 

 

160

 

 

Reimbursements received (payment made) for rent and overhead costs for use of facilities by MiTAC Holdings and affiliates, net

 

 

(30

)

 

 

 

 

 

The following table presents the Company’s receivable from and payable to MiTAC Holdings and its affiliates for the periods presented:

 

 

 

February 29, 2020

 

 

November 30, 2019

 

Receivable from related parties (included in Accounts receivable, net)

 

$

3,460

 

 

$

4,405

 

Payable to related parties (included in Accounts payable)

 

 

17,619

 

 

 

23,179

 

 

 

The Company’s business relationship with MiTAC Holdings and its affiliates has been informal and is generally not governed by long-term commitments or arrangements with respect to pricing terms, revenue or capacity commitments. The Company negotiates pricing and other material terms on a case-by-case basis with MiTAC Holdings and affiliates. The Company has adopted a policy requiring that material transactions with MiTAC Holdings or its related parties be approved by its Audit Committee, which is composed solely of independent directors. In addition, Mr. Miau’s compensation is approved by the Nominating and Corporate Governance Committee, which is also composed solely of independent directors.

Synnex Technology International is a publicly-traded corporation in Taiwan that currently provides distribution and fulfillment services to various markets in Asia and Australia, and is also a potential competitor of the Company. Neither MiTAC Holdings nor Synnex Technology International is restricted from competing with the Company.