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Related Parties
9 Months Ended
Sep. 30, 2020
Related Party Transactions [Abstract]  
Related Parties

NOTE 13 Related Parties

We conduct business with a related party company, Lite-On Semiconductor Corporation and its subsidiaries and affiliates (collectively, “LSC”), and Nuvoton Technology Corporation and its subsidiaries and affiliates (collectively, “Nuvoton”). LSC is our largest stockholder, owning approximately 15% of our outstanding Common Stock as of September 30, 2020, and is a member of the Lite-On Group of companies. On August 8, 2019, we announced that we entered into an agreement with LSC pursuant to which the Company shall acquire LSC. The aggregate consideration payable by the Company, based on the September 30, 2020 exchange rate, is approximately $451.4 million. This amount is subject to change, based on the Taiwan dollar to United States dollar exchange rate at closing. The acquisition received LSC stockholder approval on October 25, 2019. On September 22, 2020, we received approval from the China’s State Administration for Market Regulation (“SAMR”) to proceed with the acquisition. LSC has initiated the process to terminate its listing on the Taiwan Stock Exchange and revoke its public offering with the Taiwan Financial Supervisory Commission.  With the exception of the remaining customary closing conditions, all other conditions to the acquisition’s closing have been satisfied, including the approvals from the Taiwan Fair Trade Commission, the Investment Commission of the Ministry of Economic Affairs and China’s National Development and Reform Commission and SAMR, and we anticipate completing the acquisition by the end of November 2020, subject to customary closing conditions.  We expect to fund the purchase price of the transaction primarily with proceeds from the Credit Agreement.  See Note 8.  Raymond Soong, the former Chairman of our 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 our Board of Directors, is also Vice Chairman of LSC and a board member of LTC. Dr. Keh-Shew Lu, Chairman of our Board of Directors, President and Chief Executive Officer, is a board member of LTC, and a

board member of Nuvoton. We consider our relationships with LSC 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 (collectively, “Keylink”). Keylink is our 5% joint venture partner in our Shanghai assembly and test facilities.  We sell products to, and purchase inventory from Keylink. 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 fees for plating and rental services and consulting to Keylink. The aggregate amounts paid to Keylink for the three months ended September 30, 2020 and 2019 were approximately $3.9 million and $3.7 million, respectively. The aggregate amounts paid to Keylink for the nine months ended September 30, 2020 and 2019 were approximately $10.7 million and $11.5 million, respectively. In addition, Chengdu Ya Guang Electronic Company Limited (“Ya Guang”) is our 2% joint venture partner in one of our Chengdu assembly and test facilities and is our 5% joint venture partner in our other Chengdu assembly and test facility; however, we have no material transactions with Ya Guang. We also purchase materials from Jiyuan Crystal Photoelectric Frequency Technology Ltd (“JCP”), a frequency control product manufacturing company in which we have made an equity investment and account for that investment 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 to and purchases from related parties:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

LSC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

151

 

 

$

273

 

 

$

450

 

 

$

729

 

Purchases

$

3,262

 

 

$

2,548

 

 

$

9,816

 

 

$

11,039

 

Nuvoton

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases

$

3,363

 

 

$

2,650

 

 

$

7,018

 

 

$

5,951

 

Keylink

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

5,550

 

 

$

4,923

 

 

$

14,510

 

 

$

11,304

 

Purchases

$

297

 

 

$

604

 

 

$

1,128

 

 

$

1,794

 

JCP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases

$

330

 

 

$

151

 

 

$

777

 

 

$

462

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The table below sets forth accounts receivable from, and accounts payable to, related parties:

 

 

September 30,

 

 

December 31,

 

 

2020

 

 

2019

 

LSC

 

 

 

 

 

 

 

Accounts receivable

$

166

 

 

$

184

 

Accounts payable

$

2,222

 

 

$

2,154

 

Nuvoton                    

 

 

 

 

 

 

 

Accounts payable

$

1,257

 

 

$

1,055

 

Keylink

 

 

 

 

 

 

 

Accounts receivable

$

31,265

 

 

$

31,598

 

Accounts payable

$

26,704

 

 

$

28,244

 

JCP

 

 

 

 

 

 

 

Accounts payable

$

307

 

 

$

173