-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ChrXCQzgPKBEgl41LXyTJlw81F7zvmOampTUBJZiu3VyyjQSfJBchCBmzqX0UDTs 7MPlHTA5GGxTSGj0KAjyHQ== 0000829365-98-000004.txt : 19980327 0000829365-98-000004.hdr.sgml : 19980327 ACCESSION NUMBER: 0000829365-98-000004 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980326 FILED AS OF DATE: 19980326 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAM TAI ELECTRONICS INC CENTRAL INDEX KEY: 0000829365 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-16673 FILM NUMBER: 98574253 BUSINESS ADDRESS: STREET 1: C/O NAM TAI ELECTRONICS INC STREET 2: SUITE 530-999 WEST HASTING ST CITY: VANCOUVER BC STATE: A1 ZIP: 00000 BUSINESS PHONE: 6046697800 MAIL ADDRESS: STREET 1: C/O NAM TAI ELECTRONICS CANADA LTD STREET 2: SUITE 530-999 WEST HASTING ST CITY: VANCOUVER BC STATE: A1 ZIP: 00000 6-K 1 FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For February 20, 1998 March 12, 1998 March 16, 1998 March 23, 1998 March 25, 1998 NAM TAI ELECTRONICS, INC. (Registrant's name in English) Unit 9, 15/F, Tower 1 China Hong Kong City, 33 Canton Road TST, Kowloon, Hong Kong NEWS RELEASE CONTACT: WENDY L. WISEMAN P.R. SECRETARY NAM TAI ELECTRONICS, INC. CORPORATE OFFICE: SUITE 530 - 999 WEST HASTINGS STREET VANCOUVER, B.C. CANADA V6C 2W2 TEL: (604) 669-7800 FAX: (604) 669-7816 TOLL FREE TEL & FAX: 1-800-661-8831 INTERNET WEBSITE: http://www.namtai.com E-MAIL: investor@namtai.com NAM TAI ELECTRONICS, INC. ANNOUNCES VANCOUVER, CANADA February 20, 1998 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NASDAQ/NM Symbol: NTAIF and NTAWF) today announced its decision to terminate the employment contract of its Chief Financial Officer, Mr. Allan Parkin, during his probationary period and within one month. Mr. M. K. Koo, the Company's Chairman, will resume acting as the CFO on an interim basis while the Company immediately searches for an individual with qualifications and experience to serve as a chief financial officer of a growing multinational public company. Mr. Koo served in this capacity for most of 1997. Nam Tai is an independent provider of high quality manufacturing services to original equipment manufacturers ("OEMs") in the consumer electronics industry. All of the Company's manufacturing operations are based in the People's Republic of China ("China"). Nam Tai assists OEMs in the design and development of products and furnishes full turnkey manufacturing services to its OEM customers utilizing advanced processes such as chip on board ("COB"), surface mount technology ("SMT"), tape automated bonding ("TAB") and outer lead bonding ("OLB") technologies and anistropic conductive film ("ACF") heat seal technology. The Company provides hardware and software design, plastic molding, component purchasing, assembly into finished products or electronic subassemblies, post-assembly testing and shipping. The Company manufactures a broad line of finished products for its OEM customers, including personal organizers, linguistic products, calculators, integrated circuit ("IC") or smart card readers (referred to as "IC card readers"). It also manufactures electronic components and subassemblies for printed circuit boards ("PCBs"). These products include large scale integrated circuits ("LSI") bonded on PCBs that are used in the manufacture of products such as electronic toys, and subassemblies for liquid crystal display ("LCD") modules that are in turn used in the manufacture of communications, camera and computer products. In addition, Nam Tai provides OEMs with silk screening services for plastic parts, polyvinyl chloride ("PVC") products and metal parts. -end- NEWS RELEASE CONTACT: WENDY L. WISEMAN P.R. SECRETARY NAM TAI ELECTRONICS, INC. CORPORATE OFFICE: SUITE 530 - 999 WEST HASTINGS STREET VANCOUVER, B.C. CANADA V6C 2W2 TEL: (604) 669-7800 FAX: (604) 669-7816 TOLL FREE TEL & FAX: 1-800-661-8831 INTERNET WEBSITE: http://www.namtai.com E-MAIL: investor@namtai.com NAM TAI ELECTRONICS, INC. ANNOUNCES MARCH 16, 1998 RELEASE DATE OF AUDITED 1997 RESULTS VANCOUVER, CANADA March 12, 1998 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NASDAQ/NM Symbol: NTAIF, and NTAWF) today announced that it expects to release its unaudited fourth quarter and audited year end results for the period ended December 31, 1997, on Monday, March 16 after the market closes. The Company is pleased that it will announce its audited results earlier than originally anticipated. The Company will hold an analysts only conference call following the announcement of its audited year end results for analysts to discuss the financial results with management. The conference call has been arranged for Monday, March 16 at 5:00 p.m. E.S.T. Analysts who wish to participate in this call are invited to register with Ms. Wendy Wiseman, P.R. Secretary at 1-800-661-8831 extension 202 before Monday, March 16 at 3:00 p.m. E.S.T. Shareholders and Investors are invited to listen to the live conference call by dialing 1-800-997-6215 just prior to its start time of 5:00 p.m. E.S.T. on Monday, March 16. Callers will be asked to register with the conference call operator upon dialing in. The Company will also be hosting an analysts only trip to Hong Kong and Shenzhen China from April 20 - 25 to visit Nam Tai's facilities. Analysts who are interested to join us in Hong Kong and Shenzhen are invited to contact Ms. Wiseman for further information. Nam Tai is an independent provider of high quality manufacturing services to original equipment manufacturers ("OEMs") in the consumer electronics industry. All of the Company's manufacturing operations are based in the People's Republic of China ("China"). Nam Tai assists OEMs in the design and development of products and furnishes full turnkey manufacturing services to its OEM customers utilizing advanced processes such as chip on board ("COB"), surface mount technology ("SMT"), tape automated bonding ("TAB"), outer lead bonding ("OLB") technologies, and anistropic conductive film ("ACF") heat seal technology. The Company provides hardware and software design, plastic molding, component purchasing, assembly into finished products or electronic subassemblies, post-assembly testing and shipping. The Company manufactures a broad line of finished products for its OEM customers, including personal organizers, linguistic products, calculators, integrated circuit ("IC") or smart card readers (referred to as "IC card readers"). It also manufactures electronic components and subassemblies for printed circuit boards ("PCBs"). These products include large scale integrated circuits ("LSI") bonded on PCBs that are used in the manufacture of products such as electronic toys, and subassemblies for liquid crystal display ("LCD") modules that are in turn used in the manufacture of communications, camera and computer products. In addition, Nam Tai provides OEMs with silk screening services for plastic parts, polyvinyl chloride ("PVC") products and metal parts. -end- NEWS RELEASE CONTACT: WENDY L. WISEMAN P.R. SECRETARY NAM TAI ELECTRONICS, INC. CORPORATE OFFICE: SUITE 530 - 999 WEST HASTINGS STREET VANCOUVER, B.C. CANADA V6C 2W2 TEL: (604) 669-7800 FAX: (604) 669-7816 TOLL FREE TEL & FAX: 1-800-661-8831 INTERNET WEBSITE: http://www.namtai.com E-MAIL: investor@namtai.com NAM TAI ELECTRONICS, INC. ANNOUNCES Q4 EPS UP 210% TO $0.93 vs. $0.30 AUDITED YEAR END EPS UP 217% TO $3.68 vs. $ 1.16 VANCOUVER, CANADA March 16, 1998 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NASDAQ/NM Symbol: NTAIF and NTAWF) today announced fourth quarter and audited year end results for the period ended December 31, 1997. Net sales for the fourth quarter were $30.0 million, virtually the same as 1996 fourth quarter sales of $30.0 million. Operating income increased 44% to $3.5 million compared to 1996 fourth quarter operating income of $2.4 million. Net income increased 272% to $8.8 million compared to $2.4 million in the fourth quarter of 1996. Both basic and diluted earnings per share for the fourth quarter of 1997 were $0.93 compared to $0.30 for the prior year period. Net sales for the year ended December 31, 1997 increased 23% to $132.9 million compared to $108.2 million for 1996. Operating income increased 123% to $19.0 million compared with $8.5 million for the year ended December 31, 1996. Net income increased 228% to $30.8 million compared to $9.4 million for the year ended December 31, 1996. Basic earnings per share and diluted earnings per share increased to $3.70 and $3.68 respectively compared to $1.17 and $1.16 for the prior year period. The diluted earnings per share calculation for the fourth quarter ended December 31, 1997 takes into account the significant increase in the weighted average common shares outstanding from 7,963,808 in the fourth quarter of 1996 to 9,422,291 for the fourth quarter of 1997. The weighted average common shares outstanding used in the 1997 year end diluted earnings per share calculation increased to 8,391,290 from 8,142,131 for the 1996 year. The change resulted principally from the issuance of approximately 3,000,000 additional shares around the end of November in the Company's Rights Offering. The Company strengthened its financial position, ending the fourth quarter of 1997 with $9.13 of cash per share and approximately $13.21 of net book value per share, based on the number of shares outstanding as of December 31, 1997. The Company, as of December 31, 1997, had a cash to current liabilities ratio of 5.2:1, a current ratio of 6.8:1, a total assets to total liabilities ratio of 8.6:1, no long term debt, and over $102 million of cash, $95 million of which is in short term deposits in U.S. currency in North America. This includes the approximate net proceeds of $47,700,000 raised in the recently completed Rights Offering. The Company strengthened its operating performance with higher gross profit margin (24.5% vs. 19.7%), operating profit margin (11.7% vs. 8.1%), and net profit margin (29.2% vs. 7.9%) in the fourth quarter of 1997 compared to the same period in 1996. Year end results for 1997 compared to 1996 shows improved gross profit margin (26.1% vs. 20.5%), operating profit margin (14.3% vs. 7.9%), and net profit margin (23.2% vs. 8.7%). "After the auditors smoothly finalized the 1997 year end audit Nam Tai is excited with the successful results which show record sales, operating income, and earnings per share," commented Mr. Koo. "Given the worldwide economic turmoil, a certain reduction in existing sales in 1998 is possible but management is working very hard to match the sales and operating profit records set in 1997. The current economic crisis in Southeast Asia creates the perfect timing for the company to take advantage of its $102 million cash balance to support its continued growth with strategic acquisitions and investments." The Company has previously announced its intention to review acquisition prospects that would complement the Company's existing products and services, augment its market coverage and sales ability, or enhance its technological capabilities. The Company is in the process of evaluating various investments and acquisitions in the United States, China, Hong Kong and Japan and expects that with time and patience the process will yield results in a minimum of six months. UPDATE OF STOCK REPURCHASE PROGRAM As of March 13, 1998 the Company has repurchased approximately 250,000 common shares at an average price of $15.75 per share in the Nasdaq National Market. On January 13, 1998 the Company announced its intention to repurchase up to 1,000,000 common shares over the next three months, from time to time, at prevailing market prices in accordance with Rule 10b. The Company intends to extend the repurchase program for a further three months to achieve the target of 1,000,000 common shares. FIRST QUARTER 1998 FINANCIAL RESULTS The Company expects to release its first quarter 1998 financial results on or before May 11, 1998. DATE SET FOR ANNUAL GENERAL MEETING Nam Tai's Annual Meeting of Shareholders will be held at 11:30 a.m. on June 8, 1998 at the Four Seasons Hotel, 57 East 57th Street, New York. The record date for the Annual Meeting has been set at April 24, 1998. ANALYST TRIP TO HONG KONG AND SHENZHEN CHINA The Company will be hosting an analysts only trip to Hong Kong and Shenzhen China on April 20, 1998 for an open house tour of Nam Tai's facilities and a meeting with management. The Company will arrange ferry transport from Hong Kong to Shenzhen departing at 7:30 a.m. and returning to Hong Kong by 5:00 p.m. the same day. Analysts who are interested in joining are invited to contact Ms. Wiseman at 1-800- 661-8831 for further information. Except for the historical information contained herein, matters discussed in this press release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. The factors that might cause such a difference include, but are not necessarily limited to, those discussed in the Company's reports filed with the Securities and Exchange Commission from time to time, such as the factors set forth in Item 1. "Description of Business - Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 1996. Nam Tai is an independent provider of high quality manufacturing services to original equipment manufacturers ("OEMs") in the consumer electronics industry. All of the Company's manufacturing operations are based in the People's Republic of China ("China"). Nam Tai assists OEMs in the design and development of products and furnishes full turnkey manufacturing services to its OEM customers utilizing advanced processes such as chip on board ("COB"), surface mount technology ("SMT"), tape automated bonding ("TAB"), outer lead bonding ("OLB") technologies, and anistropic conductive film ("ACF") heat seal technology. The Company provides hardware and software design, plastic molding, component purchasing, assembly into finished products or electronic subassemblies, post-assembly testing and shipping. The Company manufactures a broad line of finished products for its OEM customers, including personal organizers, linguistic products, calculators, integrated circuit ("IC") or smart card readers (referred to as "IC card readers"). It also manufactures electronic components and subassemblies for printed circuit boards ("PCBs"). These products include large scale integrated circuits ("LSI") bonded on PCBs that are used in the manufacture of products such as electronic toys, and subassemblies for liquid crystal display ("LCD") modules that are in turn used in the manufacture of communications, camera and computer products. In addition, Nam Tai provides OEMs with silk screening services for plastic parts, polyvinyl chloride ("PVC") products and metal parts. -more- Page 4 of 5 NAM TAI ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF INCOME FOR THE PERIODS ENDED DECEMBER 31, 1997 and 1996 (In Thousands of U.S. Dollars except per share data)
Audited Three months endedTwelve months ended December 31 December 31 1997 1996 1997 1996 Net sales $ 30,013 $ 29,987 $132,854 $108,234 Cost of sales 22,665 24,089 98,130 86,049 Gross profit 7,348 5,898 34,724 22,185 -------- -------- -------- -------- Costs and expenses Selling, general and administrative expenses 3,010 3,175 13,799 12,702 Research and development expenses 835 291 1,909 950 3,845 3,466 15,708 13,652 -------- -------- -------- -------- Income from operations 3,503 2,432 19,016 8,533 Net gain/(loss) on disposal of property, plant and equipment 2,686 (122) 4,350 (123) Other income - net 2,526 137 7,791 1,253 Interest expense (1) (55) (39) (89) Income from consolidated companies before income taxes 8,714 2,392 31,118 9,574 Income tax (expense)benefit 41 (36) (279) (158) Net income $ 8,755 $ 2,356 $30,839 $ 9,416 Basic earnings per share $ 0.93 $ 0.30 $ 3.70 $ 1.17 Diluted earnings per share $ 0.93 $ 0.30 $ 3.68 $ 1.16
Page 5 of 5 NAM TAI ELECTRONICS, INC. CONSOLIDATED BALANCE SHEETS AS AT DECEMBER 31, 1997 and 1996 (In Thousands of U.S. Dollars)
Audited Audited December 31 December 31 1997 1996 ASSETS Current assets: Cash and cash equivalents $102,411 $ 17,741 Accounts receivable, net 16,985 16,589 Inventories 9,838 10,511 Prepaid expenses and deposits 3,788 1,768 Total current assets 133,022 46,609 -------- -------- Long term investments 833 4,050 -------- -------- Property, plant and equipment, at cost 44,295 46,751 Less: accumulated depreciation and amortization (11,853) (10,264) 32,442 36,487 -------- -------- Other assets 1,491 1,245 Total assets $167,788 $88,391 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable $1,814 $5,186 Accounts payable and accrued expenses 17,551 16,184 Income tax payable 187 31 Total current liabilities 19,552 21,401 -------- -------- Shareholders' equity: Common shares 112 78 Additional paid-in capital 80,044 28,572 Stock option grants 0 305 Retained earnings 68,050 38,007 Foreign currency translation adjustment 30 28 Total shareholders' equity 148,236 66,990 Total liabilities and shareholders' equity $ 167,788 $ 88,391
NEWS RELEASE CONTACT: WENDY L. WISEMAN P.R. SECRETARY NAM TAI ELECTRONICS, INC. CORPORATE OFFICE: SUITE 530 - 999 WEST HASTINGS STREET VANCOUVER, B.C. CANADA V6C 2W2 TEL: (604) 669-7800 FAX: (604) 669-7816 TOLL FREE TEL & FAX: 1-800-661-8831 INTERNET WEBSITE: http://www.namtai.com E-MAIL: investor@namtai.com NAM TAI ELECTRONICS, INC. RAISES ANNUAL DIVIDEND to $0.28 from $0.10 -- DIVIDENDS OF $0.07 TO BE PAID QUARTERLY -- VANCOUVER, CANADA March 23, 1998 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NASDAQ/NM: NTAIF and NTAWF) today announced it has increased its annual dividend to $0.28 per share for 1998 compared to $0.10 per share for 1997. The Company also announced it will begin paying dividends on a quarterly basis, commencing with the first quarter 1998 dividend of $0.07 per share to be paid on or before April 28, 1998 to all shareholders of record at the close of business on April 6, 1998. This is the first time the Company has announced dividends on a quarterly basis. Previously, the Company paid annual dividends of $0.01, $0.015, $0.03 and $0.10 per share in 1994, 1995, 1996 and 1997, respectively. Mr. M. K. Koo, Chairman, announced, "The Company is pleased with our strong sales and profit growth, large cash position of $102 million, and $3.68 diluted earnings per share for the year ended December 31, 1997 from net income of $30.8 million. The $3.68 total includes $2.27 of operating income per share, representing a total of $19 million, and $1.41 of non-operating income per share after tax. The non-operating income of $12 million includes a net gain of $4,350,000 arising from the sale of property in Hong Kong and Canada and the write-off of equipment, a $5,488,000 gain from the sale of investments, $1,808,000 of net interest income, and approximately $456,000 of other income. Accordingly, we are happy to reward our shareholders by increasing the dividend and increasing the frequency of dividend payments. Before the end of each remaining quarter in 1998 we plan to announce a similar quarterly dividend of $0.07. Record and payment dates will be announced at the same time." It is the current policy of Nam Tai to determine the actual amount of future dividends based upon the Company's growth during the preceding year. Nam Tai is an independent provider of high quality manufacturing services to original equipment manufacturers ("OEMs") in the consumer electronics industry. All of the Company's manufacturing operations are based in the People's Republic of China ("China"). Nam Tai assists OEMs in the design and development of products and furnishes full turnkey manufacturing services to its OEM customers utilizing advanced processes such as chip on board ("COB"), surface mount technology ("SMT"), tape automated bonding ("TAB") and outer lead bonding ("OLB") technologies. The Company provides hardware and software design, plastic molding, component purchasing, assembly into finished products or electronic subassemblies, post-assembly testing and shipping. The Company manufactures a broad line of finished products for its OEM customers, including personal organizers, linguistic products, calculators, integrated circuit ("IC") or smart card readers (referred to as "IC card readers"). It also manufactures electronic components and subassemblies for printed circuit boards ("PCBs"). These products include large scale integrated circuits ("LSI") bonded on PCBs that are used in the manufacture of products such as electronic toys, and subassemblies for liquid crystal display ("LCD") modules that are in turn used in the manufacture of communications, camera and computer products. In addition, Nam Tai provides OEMs with silk screening services for plastic parts, polyvinyl chloride ("PVC") products and metal parts. Except for the historical information contained herein, matters discussed in this press release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. The factors that might cause such a difference include, but are not necessarily limited to, those discussed in the Company's reports filed with the Securities and Exchange Commission from time to time, such as the factors set forth in Item 1. "Description of Business - Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 1996. NEWS RELEASE CONTACT: WENDY L. WISEMAN P.R. SECRETARY NAM TAI ELECTRONICS, INC. CORPORATE OFFICE: SUITE 530 - 999 WEST HASTINGS STREET VANCOUVER, B.C. CANADA V6C 2W2 TEL: (604) 669-7800 FAX: (604) 669-7816 TOLL FREE TEL & FAX: 1-800-661-8831 INTERNET WEBSITE: http://www.namtai.com E-MAIL: investor@namtai.com NAM TAI ELECTRONICS, INC. AWARDED TEXAS INSTRUMENTS 1997 SUPPLIER EXCELLENCE AWARD VANCOUVER, CANADA March 25, 1998 -- Nam Tai Electronics, Inc. ("Nam Tai" or the "Company") (NASDAQ/NM Symbol: NTAIF and NTAWF,) today announced the Company has been awarded the Texas Instruments 1997 Supplier Excellence Award. This is the third year in a row for Nam Tai to receive this prestigious award. The award recognizes suppliers who have achieved world-class performance in the following categories: product quality, quality management, continuous on-time delivery of products to support customer needs, cycle times, leadership product pricing and value, customer service, technology, and environmental leadership. To qualify for the award the first time requires very high scores in each of the categories. To receive the award in subsequent years requires continuous improvement over the high scores required for the first year. "The Company is committed to the principle of providing total quality and will strive to meet the requirements to receive this award for a fourth year. We also extend the same commitment of total quality to all our OEM customers," commented Mr. Koo. "We hope to continue growing the business by co-ordinating with our OEM customers to bring high quality, reasonably priced products to the end user." Nam Tai is an independent provider of high quality manufacturing services to original equipment manufacturers ("OEMs") in the consumer electronics industry. All of the Company's manufacturing operations are based in the People's Republic of China ("China"). Nam Tai assists OEMs in the design and development of products and furnishes full turnkey manufacturing services to its OEM customers utilizing advanced processes such as chip on board ("COB"), surface mount technology ("SMT"), tape automated bonding ("TAB"), outer lead bonding ("OLB") technologies, and anistropic conductive film ("ACF") heat seal technology. The Company provides hardware and software design, plastic molding, component purchasing, assembly into finished products or electronic subassemblies, post-assembly testing and shipping. The Company manufactures a broad line of finished products for its OEM customers, including personal organizers, linguistic products, calculators, integrated circuit ("IC") or smart card readers (referred to as "IC card readers"). It also manufactures electronic components and subassemblies for printed circuit boards ("PCBs"). These products include large scale integrated circuits ("LSI") bonded on PCBs that are used in the manufacture of products such as electronic toys, and subassemblies for liquid crystal display ("LCD") modules that are in turn used in the manufacture of communications, camera and computer products. In addition, Nam Tai provides OEMs with silk screening services for plastic parts, polyvinyl chloride ("PVC") products and metal parts. -end- The Registrant hereby incorporates this Report on Form 6-K into its Registration Statement on Form F-3 (Registration No. 333-36135). Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. For and on behalf of Nam Tai Electronics, Inc. by (S.d.) M.K. KOO ____________________ M.K. Koo, Chairman Date: March 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----