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Related Party Transactions
12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Related Party Transactions

Note 15 – Related Party Transactions

We conduct business with a related party company, Lite-On Semiconductor Corporation; (“LSC”), and its subsidiaries and affiliates, and Nuvoton Technology Corporation and its subsidiaries and affiliates (collectively, “Nuvoton”). LSC is our largest stockholder, owning approximately 15.2% of our outstanding Common Stock as of December 31, 2019, and is a member of the Lite-On Group of companies.  In the third quarter of 2019 we entered into a Share Swap Agreement that provides for the acquisition of LSC and its subsidiaries by the Company.  At the effective date of the transaction, each share of LSC will be converted into the right to receive TWD $42.50 per share in cash, or approximately US $1.42 per share based on December 31, 2019 exchange rates.  The aggregate consideration to be paid by the Company, based on the December 31, 2019 exchange rate, is approximately $437 million. This amount is subject to change, based on the Taiwan dollar to United States dollar exchange rate at closing. The acquisition received LSC shareholder approval on October 25, 2019, and we anticipate completing the acquisition in the second half of 2020, subject to customary closing conditions and regulatory approvals. We expect to fund the purchase price of the transaction primarily with proceeds from a new bank financing arrangement. We sold products to LSC totaling less than 1% of our net sales for the years ended December 31, 2019, 2018 and 2017, respectively.  Raymond Soong, the Chairman of the Board of Directors, is the Chairman of LSC, and is the Chairman of Lite-On Technology Corporation (“LTC”), a significant shareholder of LSC. C.H. Chen, our former President and Chief Executive Officer and currently the Vice Chairman of the Board of Directors, is also Vice Chairman of LSC and a board member of LTC. Dr. Keh-Shew Lu, our President and Chief Executive Officer and a member of our Board of Directors, is a board member of LTC, and a board member of Nuvoton. We consider our relationships with LSC, a member of the Lite-On Group of companies, and Nuvoton to be mutually beneficial and we plan to continue our strategic alliance with LSC and Nuvoton.  We purchase wafers from Nuvoton for use in our production process.

We also conduct business with Keylink International (B.V.I.) Inc. and its subsidiaries and affiliates (“Keylink”). Keylink is our 5% partner in our Shanghai assembly and test facilities.   We sell products to, and purchase inventory from, companies owned by Keylink. We sold products to companies owned by Keylink, totaling approximately 1% of net sales for each of the years ended December 31, 2019, 2018 and 2017. In addition, our subsidiaries in China lease their manufacturing facilities in Shanghai from, and subcontract a portion of our manufacturing process (metal plating and environmental services) to, Keylink. We also pay a consulting fee to Keylink. The aggregate amounts paid to Keylink for the years ended December 31, 2019, 2018 and 2017 were approximately $15.3 million, $16.6 million and $17.1 million, respectively.   In addition, Chengdu Ya Guang Electronic Company Limited (“Ya Guang”) is our 2% partner in one of our Chengdu assembly and test facilities and our 5% partner in our other Chengdu assembly and test facilities; however, we have no material transactions with Ya Guang, other than this joint venture.  We also purchase materials from Jiyuan Crystal Photoelectric Frequency Technology Ltd. (“JCP”) an FCP manufacturing company in which we have made an equity investment and account for using the equity method of accounting.

The Audit Committee of the Board reviews all related party transactions for potential conflict of interest situations on an ongoing basis, all in accordance with such procedures as the Audit Committee may adopt from time to time.

The table below sets forth net sales and purchases from related parties for the twelve months ended December 31:

 

 

2019

 

 

2018

 

 

2017

 

LSC, its subsidiaries and affiliates

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

912

 

 

$

1,179

 

 

$

1,406

 

Purchases

$

13,799

 

 

$

21,126

 

 

$

24,313

 

Keylink

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

15,543

 

 

$

12,227

 

 

$

8,856

 

Purchases

$

2,399

 

 

$

3,581

 

 

$

3,827

 

Nuvoton

 

 

 

 

 

 

 

 

 

 

 

Purchases

$

7,719

 

 

$

11,152

 

 

$

11,407

 

JCP

 

 

 

 

 

 

 

 

 

 

 

Purchases

$

625

 

 

$

600

 

 

$

1,105

 

 

The table below sets forth accounts receivable from and accounts payable to related parties at December 31:

 

 

2019

 

 

2018

 

LSC, its subsidiaries and affiliates

 

 

 

 

 

 

 

Accounts receivable

$

184

 

 

$

286

 

Accounts payable

$

2,154

 

 

$

2,696

 

Keylink

 

 

 

 

 

 

 

Accounts receivable

$

31,598

 

 

$

6,264

 

Accounts payable

$

28,244

 

 

$

4,656

 

Nuvoton

 

 

 

 

 

 

 

Accounts payable

$

1,055

 

 

$

1,939

 

JCP

 

 

 

 

 

 

 

Accounts payable

$

173

 

 

$

151