SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For April 27, 2006
ACTIONS SEMICONDUCTOR CO., LTD.
15-1, No. 1 HIT Road
Tangjia, Zhuhai
Guangdong, 519085
The People’s Republic of China
(86-756) 339-2353
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
Actions Semiconductor Co., Ltd. (the “Company”) is furnishing under cover of Form 6-K a press announcement dated April 26, 2006, relating to Company’s financial results for the three months ended March 31, 2006.
SIGNATURE
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.
| ACTIONS SEMICONDUCTOR CO., LTD | ||
| By: | /S/ David Lee | |
| Name: | David Lee | |
| Title: | Chief Financial Officer | |
Dated: April 27, 2006
Actions Semiconductor Reports First Quarter 2006 Results
Company Reports Record Q1 Revenues of $35.8 Million, Q1 Operating Margin of 42.2%
ZHUHAI, China, April 26, 2006 – Actions Semiconductor Co., Ltd. (Nasdaq: ACTS), one of China’s leading fabless semiconductor companies that provides comprehensive mixed-signal system-on-a-chip solutions for portable consumer electronics, today reported strong financial results for the first quarter ended March 31, 2006.
All financial results are reported on U.S. GAAP basis.
Revenue for the first quarter of 2006 was $35.8 million, a 4.4% increase over revenue of $34.3 million for the first quarter of 2005, and a 10.3% decrease over revenue of $39.9 million for the fourth quarter of 2005.
Net income for the first quarter of 2006 was $14.9 million, or $0.17 per diluted ADS, compared to $17.9 million, or $0.22 per diluted ADS, for the first quarter of 2005, and compared to $19.9 million, or $0.24 per diluted ADS, for the fourth quarter of 2005.
Actions Semiconductor reported operating margins of 42.2% and gross margins of 54.8% for the first quarter of 2006. The Company ended the quarter with $105.8 million in cash and cash equivalents and $32.9 million in term deposits, which have a maturity of more than 3 months but less than 1 year.
“The first quarter of 2006 marks the onset of what we believe will be an exciting year for Actions,” commented Nan-Horng Yeh, Chief Executive Officer of Actions Semiconductor. “During the first quarter, we continued to execute our unique business model and strengthened our technology platform. We expanded our product offerings and further penetrated many existing and new markets. At the same time, we maintained our high operating margins by leveraging our advantages in lower manufacturing costs and higher operating efficiencies.”
“Our positive financial results were driven by a strong demand for our products as we continued to gain market share from our competitors. As the prices for NAND flash declined, increasing demand for NAND flash based devices resulted in a steady increase in demand for our products,” continued Mr. Yeh. “Importantly, we expanded our product portfolio with the successful launch of our latest Series 9 products. Our Series 9 products allow us to further establish Actions as a key player in the personal media player (PMP) market segment and broaden our market opportunity. Incorporating our latest generation of video technology, we believe our Series 9 products will contribute meaningfully to our 2006 financial results. Moving forward, we believe that we are well-positioned to capitalize on the opportunities ahead of us,” concluded Mr. Yeh.
Business Outlook
The following statements are based upon management’s current expectations. These statements are forward-looking, and actual results may differ materially. The company undertakes no obligation to update these statements.
For the quarter ended June 30, 2006, Actions Semiconductor estimates revenue in the range of $36 to $39 million, and fully diluted earnings per ADS in the range of $0.17 to $0.20.
Conference Call Details
The Actions Semiconductor First Quarter teleconference and webcast is scheduled to begin at 5:30 p.m. Eastern Time today, Wednesday, April 26, 2006. To participate in the live call, analysts and investors
should dial (800) 884-5695 or (617) 786-2960 and enter passcode 21464947 at least ten minutes prior to the call. Actions Semiconductor will also offer a live and archived webcast of the conference call, accessible from the “Investor Relations” section of the company’s website at www.actions-semi.com. An audio replay of the call will be available through May 3, 2006, by dialing (888) 286-8010 and entering the passcode: 46547802. Callers outside the U.S. and Canada may access the replay by dialing (617) 801-6888 and entering the passcode 46547802.
About Actions Semiconductor
Actions Semiconductor is one of China’s leading fabless semiconductor companies that provides mixed-signal and multimedia SoC solutions for portable consumer electronics. Actions Semiconductor products include SoCs, firmware, software, solution development kits, as well as detailed specifications of other required components and references to the providers of those components. Actions Semiconductor also provides total product and technology solutions that allow customers to quickly introduce new portable consumer electronics to the mass market in a cost effective way. The company is headquartered in Zhuhai, China, with offices in Beijing and Shenzhen. For more information, please visit the Actions Semiconductor website at http://www.actions-semi.com.
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995
Statements contained in this release that are not historical facts are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including financial projections and forecasts, involve risks and uncertainties that could cause Actions Semiconductor’s actual results to differ materially from our current expectations. Factors that could cause Actions Semiconductor’s results to differ materially from those set forth in these forward-looking statements include customers’ cancellation or modification of their orders; our failure to accurately forecast demand for our products; the loss of, or a significant reduction in orders from, any of our significant customers; fluctuations in our operating results; our inability to develop and sell new products; defects in or failures of our products; the expense and uncertainty involved in our customer design-win efforts; the financial viability of the distributors of our products; consumer demand; worldwide economic and political conditions; fluctuations in our costs to manufacture our products; our reliance on third parties to manufacture, test, assemble and ship our products; our ability to retain and attract key personnel; our ability to compete with our competitors; and our ability to protect our intellectual property rights and not infringe the intellectual property rights of others. Other factors that may cause our actual results to differ from those set forth in the forward-looking statements contained in this press release and that may affect our prospects in general are described in our filings with the Securities and Exchange Commission, including our Registration Statement on Form F-1 related to our initial public offering. Actions Semiconductor undertakes no obligation to update or revise forward-looking statements to reflect subsequent events or changed assumptions or circumstances.
For More Information
| Investor Contacts: |
||
| Suzanne Craig or Lisa Laukkanen |
Chung Hsu | |
| The Blueshirt Group |
Director of Investor Relations | |
| suzanne@blueshirtgroup.com or |
Actions Semiconductor | |
| lisa@blueshirtgroup.com |
chung@actions-semi.com | |
| 415-217-4962 or |
+86-756 3392 353 *1015 | |
| 415-217-4967 |
||
ACTIONS SEMICONDUCTOR CO., LTD.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
| March 31, 2006 |
December 31, 2005 | |||||
| (unaudited) | (unaudited) | |||||
| Current assets : |
||||||
| Cash and cash equivalents |
$ | 105,844 | $ | 108,896 | ||
| Term deposit |
$ | 32,906 | $ | 23,172 | ||
| Restricted cash |
7,793 | 2,478 | ||||
| Accounts receivable |
6,220 | 8,025 | ||||
| Notes receivable |
2,211 | 1,722 | ||||
| Prepaid expenses and other current assets |
2,360 | 1,973 | ||||
| Inventories |
5,614 | 7,023 | ||||
| Income tax recoverable |
11 | |||||
| Deferred tax assets |
14 | 528 | ||||
| Total current assets |
162,962 | 153,828 | ||||
| Property, plant and equipment, net |
4,782 | 2,360 | ||||
| Acquired intangible assets, net |
2,135 | 1,889 | ||||
| Long term investments |
1,625 | 500 | ||||
| Rental deposits |
11 | 11 | ||||
| Deposit paid for acquisition of property, plant and equipment |
264 | — | ||||
| Total assets |
$ | 171,779 | $ | 158,588 | ||
| Current liabilities : |
||||||
| Accounts payable |
$ | 10,022 | $ | 13,086 | ||
| Accrued expenses and other current liabilities |
6,362 | 11,776 | ||||
| Income tax payable |
757 | — | ||||
| Short-term bank loan |
7,688 | 2,374 | ||||
| Other liabilities |
44 | 71 | ||||
| Total current liabilities |
24,873 | 27,307 | ||||
| Other liabilities |
374 | 124 | ||||
| Total liabilities |
25,247 | 27,431 | ||||
| Minority interests |
573 | 582 | ||||
| Stockholders’ equity : |
||||||
| Ordinary shares of par value $0.000001: |
1 | 1 | ||||
| 2,000,000,000 shares authorised |
||||||
| 516,000,000 shares issued and outstanding in 2005, and (unaudited) at March 31, 2006 |
||||||
| Additional paid-in capital |
49,629 | 49,629 | ||||
| Accumulated other comprehensive income |
1,687 | 1,224 | ||||
| Retained earnings |
94,642 | 79,721 | ||||
| Total stockholders’ equity |
145,959 | 130,575 | ||||
| Total liabilities and stockholders’ equity |
$ | 171,779 | $ | 158,588 | ||
ACTIONS SEMICONDUCTOR CO., LTD.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
| Three months ended March 31, |
Three months ended 2005 |
||||||||||
| 2006 | 2005 | ||||||||||
| (un audited) | (unaudited) | ||||||||||
| Net Revenues |
$ | 35,832 | $ | 34,306 | $ | 39,899 | |||||
| Cost of revenues : |
16,209 | 14,291 | 17,247 | ||||||||
| Gross Profit |
19,623 | 20,015 | 22,652 | ||||||||
| Operating Expenses : |
|||||||||||
| Research and development |
2,080 | 1,115 | 1,324 | ||||||||
| Sales and marketing |
318 | 269 | (109 | ) | |||||||
| General and administrative |
2,111 | 1,504 | 3,033 | ||||||||
| Total operating expenses |
4,509 | 2,888 | 4,248 | ||||||||
| Income from operations |
15,114 | 17,127 | 18,404 | ||||||||
| Other income, net |
1,077 | 739 | 658 | ||||||||
| Income before income taxes |
16,191 | 17,866 | 19,062 | ||||||||
| Income taxes |
1,285 | — | (822 | ) | |||||||
| Minority Interests |
(9 | ) | — | (18 | ) | ||||||
| Net income |
$ | 14,915 | $ | 17,866 | $ | 19,902 | |||||
| Net income per share(ADRS) : |
|||||||||||
| Basic |
$ | 0.17 | $ | 0.22 | $ | 0.24 | |||||
| Diluted |
$ | 0.17 | $ | 0.22 | $ | 0.24 | |||||
| Number of shares(ADRS) used in net income per share calculation: |
|||||||||||
| Basic |
86,000,000 | 80,000,000 | 82,000,000 | ||||||||
| Diluted |
86,000,000 | 80,000,000 | 82,000,000 | ||||||||