XML 32 R20.htm IDEA: XBRL DOCUMENT v3.21.1
Related Party Transactions
3 Months Ended
Feb. 28, 2021
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 12—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 28, 2021 and November 30, 2020, 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 28, 2021. These shares are owned by the following entities:  

 

 

 

 

 

As of February 28, 2021

 

MiTAC Holdings(1)

 

 

5,300

 

Synnex Technology International Corp.(2)

 

 

3,860

 

Total

 

 

9,160

 

_________________________

(1)

 

Shares are held via Silver Star Developments Ltd., a wholly-owned subsidiary of MiTAC Holdings. Excludes 190 shares held directly by Mr. Miau, 217 shares indirectly held by Mr. Miau through a charitable remainder trust, and 190 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 14.05% in MiTAC Incorporated, a privately-held Taiwanese company, which in turn holds a noncontrolling interest of 15.3% 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 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 28, 2021

 

 

February 29, 2020

 

Purchases of inventories and services

 

$

41,157

 

 

$

43,245

 

Sale of products to MiTAC Holdings and affiliates

 

 

218

 

 

 

264

 

Payments made for rent and overhead costs

for use of facilities of MiTAC Holdings and affiliates, net

 

 

32

 

 

 

30

 

 

 

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

 

 

 

February 28, 2021

 

 

November 30, 2020

 

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

 

$

7,805

 

 

$

26,133

 

Payable to related parties (included in Accounts payable)

 

 

16,650

 

 

 

49,603

 

 

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.