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 October 30, 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 o
 
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 o No x
 
Actions Semiconductor Co., Ltd. (the “Company”) is furnishing under cover of Form 6-K a press announcement dated October 30, 2006, relating to Company’s financial results for the three months ended September 30, 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: _____________________
Name: David Lee
Title: Chief Financial Officer


 
Dated: October 30, 2006
 
 

 
 

Actions Semiconductor Reports Third Quarter 2006 Results
Company Reports Record Q3 Revenues of $45.7 Million, Q3 Operating Margin of 45%


ZHUHAI, China, October 30, 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 (“SoC”) for portable consumer electronics, today reported financial results for the third quarter ended September 30, 2006.

All financial results are reported on U.S. GAAP basis.

Revenue for the third quarter of 2006 was $45.7 million, a 19.3% increase over revenue of $38.3 million for the third quarter of 2005, and a 16.3% increase over revenue of $39.3 million for the second quarter of 2006.

Net income for the third quarter of 2006 was $20.5 million, or $0.24 per diluted ADS, compared to $18.6 million, or $0.23 per diluted ADS, for the third quarter of 2005, and compared to $18.1 million, or $0.21 per diluted ADS, for the second quarter of 2006, resulting in a 13.3% sequential increase in net income.

Actions Semiconductor reported operating margins of 45.2% and gross margins of 56.7% for the third quarter of 2006. The Company ended the quarter with $188.5 million in cash and cash equivalents including $77.4 million net of proceeds from the secondary offering which are payable to selling shareholders. In addition, Actions closed the quarter with $72.9 million in time deposits, which have original maturity of more than 3 months but less than 1 year.

“The third quarter was an exciting time for Actions, as we achieved a number of milestones. We delivered record revenues and our shipments were the highest in the Company’s history,” commented Nan-Horng Yeh, Chief Executive Officer of Actions Semiconductor. “We have had excellent customer response to our Series 9 product, and with our solid financial position, we have the resources to build upon this momentum and capitalize on the opportunities in the rapidly expanding personal media player (“PMP”) market.”

“Actions remains committed to its growth strategy. During the third quarter, we continued to strengthen our IP position and diversify our product offerings. Our new product introductions drove revenue growth as we benefited from strong customer demand for their increased functionality and user-friendly platform. Through the consistent execution of our business plan and delivery of excellent financial results, we look forward to maintaining our leadership position as the leading mixed-signal SoC company for the PMP market,” concluded Mr. Yeh.”

During the third quarter Actions successfully completed its secondary offering, which is an important milestone in the Company’s strategy to increase trading liquidity to enhance shareholder value.
 
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 December 31, 2006, Actions Semiconductor estimates revenue in the range of $48 to $50 million, and fully diluted earnings per ADS in the range of $0.23 to $0.26.

 
 
Conference Call Details

The Actions Semiconductor Third Quarter teleconference and webcast is scheduled to begin at 5:30 p.m. Eastern Time today, Monday, October 30, 2006. To participate in the live call, analysts and investors should dial 800-510-0146 or 617-614-3449 and enter passcode 81475126 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 November 6, 2006, by dialing 888-286-8010 and entering the passcode: 61574827. Callers outside the U.S. and Canada may access the replay by dialing 617-801-6888 and entering the passcode: 61574827.

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 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 and secondary 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
The Blueshirt Group for Actions Semiconductor
suzanne@blueshirtgroup.com or
lisa@blueshirtgroup.com
415-217-4962 or
415-217-4967
Chung Hsu or Calvin Lau
Investor Relations at Actions Semiconductor
chung@actions-semi.com or
calvin.lau@actions-semi.com
+86-756 3392 353 *1015 or
+86-756 3392 353 *1018
  
 
ACTIONS SEMICONDUCTOR CO., LTD.
CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars)
 
           
   
At September 30,
2006
  
At December 31,
2005
  
   
(unaudited)
  
(audited)
  
ASSETS
          
Current Assets
          
Cash and cash equivalents
  
$
188,525
  
$
108,896
  
Time deposits
    
72,931
   
23,172
 
Restricted cash
    
-
   
2,478
 
Accounts receivable
    
5,153
   
8,025
 
Notes receivable
    
490
   
1,722
 
Prepaid expenses and other current assets
    
3,975
   
1,973
 
Inventories
    
9,268
   
7,023
 
Income tax recoverable
    
-
   
11
 
Deferred tax assets
    
3
   
528
 
Total current assets
    
280,345
    
153,828
  
               
Investment in an affiliate
    
1,485
   
500
 
Property, plant and equipment, net
    
6,759
   
2,360
 
Rental deposits
    
51
   
11
 
Deposit paid for acquisition of property, plant and equipment
    
36
   
-
 
Acquired intangiable assets, net
    
3,414
   
1,889
 
     
11,745
    
4,760
  
               
TOTAL ASSETS
  
$
292,090
  
$
158,588
  
               
LIABILITIES AND SHAREHOLDER'S EQUITY
              
Current liabilities:
              
Accounts payable
    
16,145
   
13,086
 
Accrued expenses and other current liabilities
    
8,994
   
11,776
 
Other liabilities
    
38
   
71
 
Short-term bank loan
    
-
   
2,374
 
Income tax payable
    
1,505
   
-
 
Amount due to shareholders
    
77,377
   
-
 
               
Total current liabilities
    
104,059
    
27,307
  
               
Other liabilities
    
569
   
124
 
Total liabilities
    
104,628
   
27,431
 
Minority interests
    
524
   
582
 
               
Shareholder' equity
              
Ordinary shares
    
1
    
1
  
Additional paid-in capital
    
50,341
   
49,629
 
Accumulated other comprehensive income
    
3,388
   
1,224
 
Retained earnings
    
133,208
   
79,721
 
               
Total shareholders'equity
    
186,938
   
130,575
 
               
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
  
$
292,090
  
$
158,588
  
 
 
 
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands of U.S. dollars, except share and per share data)
 
                   
   
Three months ended
  
Nine months ended
  
   
September 30,
2006
  
September 30,
2005
  
September 30,
2006
  
September 30,
2005
  
                   
Revenues
  
$
45,667
  
$
38,289
  
$
120,825
  
$
109,723
  
Cost of revenues
    
(19,757
)
  
(15,851
)
  
(51,955
)
  
(43,339
)
Gross profit
    
25,910
   
22,438
   
68,870
   
66,384
 
Other income
    
262
   
54
   
1,157
   
917
 
Operating expenses:
                          
Selling and marketing
   
(467
)
  
(454
)
  
(1,114
)
  
(1,484
)
General and administrative
    
(2,263
)
  
(1,227
)
  
(6,769
)
  
(5,849
)
Research and development
   
(2,790
)
  
(2,113
)
  
(7,396
)
  
(6,501
)
Total operating expenses
    
(5,520
)
  
(3,794
)
  
(15,279
)
  
(13,834
)
Income from operations
    
20,652
   
18,698
   
54,748
   
53,467
 
Interest income
    
1,310
   
236
   
3,380
   
580
 
Interest expense
   
(14
)
  
(48
)
  
(160
)
  
(48
)
Income before income taxes, equity in net loss of an affiliate and minority interests
    
21,948
   
18,886
   
57,968
   
53,999
 
Income taxes
    
(1,493
)
  
(296
)
  
(4,399
)
  
(296
)
Equity in net loss of an affiliate
    
(2
)
        
(140
)
  
-
 
Minority interests
    
32
   
-
   
58
   
-
 
Net income
    
20,485
   
18,590
   
53,487
   
53,703
 
                           
                           
Net income per share:
                          
Basis and diluted per share:
  
$
0.040
  
$
0.039
  
$
0.104
  
$
0.112
  
                           
Basic and diluted (per ADS)
  
$
0.238
  
$
0.232
  
$
0.622
  
$
0.671
  
                           
Weighted-average shares used in computation
    
516,000,000
   
480,000,000
   
516,000,000
   
480,000,000
 
                           
Weighted-average ADS used in computation
   
86,000,000
   
80,000,000
   
86,000,000
   
80,000,000
 
                           
 
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands of U.S. dollars)
 
           
   
Nine months ended
  
Nine months ended
  
   
September 30, 2006
  
September 30, 2005
  
           
Operating activities:
          
Net income
 
$
53,487
  
$
53,703
  
Adjustments to reconcile net income to net cash provided
by operating activities:
              
Depreciation and amortization of property, plant and equipment
    
670
   
324
 
Amortization of acquired intangible assets
    
604
   
131
 
Utilization of advance subsidy from local authorities of Zhuhai,
the People's Republic of China(the "PRC")
    
(35
)
  
(46
)
Gain on disposal of property, plant and equipment
   
(3
)
  
-
 
Minority interests
    
(58
)
  
-
 
Deferred tax
    
528
   
-
 
Equity in net loss of an affiliate
    
140
   
-
 
Changes in operating assets and liabilities:
              
Accounts receivable
    
2,886
   
(1,931
)
Notes receivable
    
1,236
   
(535
)
Inventories
    
(2,099
)
  
(783
)
Prepaid expenses and other current assets
    
(1,943
)
  
(819
)
Income tax recoverable
    
11
   
-
 
Accounts payable
    
2,748
   
(4,250
)
Accrued expenses and other current liabilities
    
(2,926
)
  
8,928
 
Income tax payable
    
1,486
   
295
 
               
Net cash provided by operating activities
  
$
56,732
  
$
55,017
  
               
Investing activities:
              
Investment in an affiliate
    
(1,125
)
  
(500
)
Capital contribution from a minority shareholder
              
Rental deposit paid
    
(40
)
  
-
 
Proceeds from disposal of property, plant and equipment
    
47
   
-
 
Purchase of property, plant and equipment
    
(5,502
)
  
(1,029
)
Purchase of acquired intangible assets
    
(902
)
  
(954
)
Increase in restricted cash
    
2,512
   
(2,475
)
Increase in time deposits
   
(48,618
)
      
               
Cash used in investing activities
  
$
(53,628
)
$
(4,958
)
               
Financing activities:
              
Net proceeds from short-term bank loans
    
(2,220
)
  
2,371
 
Advance subsidy from local authorities of Zhuhai, the PRC
    
249
   
-
 
Amount due to shareholders
    
77,377
   
-
 
Dividend paid
    
-
   
(20,000
)
               
Cash provided by financing activities
  
$
75,406
  
$
(17,629
)
               
Effect of exchange rate changes
    
1,119
   
1,090
 
               
Net increase in cash and cash equivalents
  
$
79,629
  
$
33,520
  
               
Cash and cash equivalents at the beginning of the period
    
108,896
   
32,013
 
               
Cash and cash equivalents at the end of the period
  
$
188,525
  
$
65,533