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 31, 2007
 

 
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 two press announcements, each dated October 30, 2007, relating to Company’s financial results for the three months ended September 30, 2007 and the appointment of certain officers and directors.
 
 
 
 

 
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/ Patricia Chou
 
Name: Patricia Chou
 
Title: Chief Financial Officer

Dated: October 31, 2007
 
 

 
  

Actions Semiconductor Reports Third Quarter 2007 Results

ZHUHAI, China, October 30, 2007 - Actions Semiconductor Co., Ltd. (Nasdaq: ACTS), one of China’s leading fabless semiconductor companies that provides comprehensive mixed-signal system-on-a-chip (SoC) and multimedia digital signal processing (DSP) solutions for portable consumer electronics, today reported financial results for the third quarter ended September 30, 2007.

The unaudited financial results are reported on a U.S. GAAP basis.

Revenue for the third quarter of 2007 was $27.0 million, compared to $27.0 million for the second quarter of 2007, and $45.7 million for the third quarter of 2006.

Net income for the third quarter of 2007 was $10.3 million, or $0.12 per ADS, compared to $9.8 million, or $0.11 per ADS for the second quarter of 2007, and compared to $20.5 million, or $0.24 per ADS for the third quarter of 2006.

Actions Semiconductor reported operating margin of 26.0% and gross margin of 51.8% for the third quarter of 2007. The company ended the quarter with $215.2 million cash and cash equivalents together with time deposits, restricted cash and short-term marketable securities.

“During the third quarter, we continued to navigate our business through a highly competitive marketplace,” commented Nan-Horng Yeh, Chief Executive Officer of Actions Semiconductor. “While we were disappointed that these challenging market conditions led to results below our original expectations, we were encouraged to see improving margins as a result of our cost savings migration, and we continued to deliver amongst the highest margins in our sector. Demand for our Series 9 products remains strong. We are enthusiastic about the long-term opportunities for our expanded product portfolio which now effectively addresses the full spectrum of the market from the low end to the high end. We remain dedicated to preserving our market leadership position, and we are committed to improving our business fundamentals by maintaining our solid financial position, strengthening our engineering resources, focusing on product innovation, and targeting new markets internationally.”

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, 2007, Actions Semiconductor estimates revenue in the range of $32 to $35 million, and, fully diluted earnings per ADS of $0.14 to $0.17.

Conference Call Details
 
Actions Semiconductor’s Third Quarter teleconference and webcast is scheduled to begin at 5:30 p.m. Eastern Time, on Tuesday, October 30, 2007. To participate in the live call, analysts and investors should dial 866-770-7120 or 617- 213-8065 and enter passcode 49239971 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 to investors through November 6, 2007, by dialing 888-286-8010 or 617-801-6888 and entering the passcode 12323630.
 

 
  
 
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 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 most recently filed Forms F-1, 20-F and 6-Ks. 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:
Lisa Laukkanen
Chung Hsu
The Blueshirt Group
Director of Investor Relations, Actions Semiconductor
lisa@blueshirtgroup.com
chung@actions-semi.com
415-217-4967
+86-756 3392 353 *1015
 

 
 
 
ACTIONS SEMICONDUCTOR CO., LTD.
 
CONSOLIDATED BALANCE SHEET
 
(In thousands of U.S. dollars)
 
   
               
   
At September 30,
 
At June 30,
 
At December 31,
 
   
2007
 
2007
 
2006
 
   
(unaudited)
 
(unaudited)
     
ASSETS
                
Current assets:
                
Cash and cash equivalents
   
101,097
   
109,387
   
137,778
 
Time deposits
   
14,334
   
39,803
   
45,713
 
Restricted cash
   
3,070
   
3,022
   
-
 
Marketable securities
   
96,651
   
55,366
   
20,531
 
Accounts receivable
   
6,772
   
6,381
   
5,859
 
Notes receivable
   
974
   
516
   
2,154
 
Inventories
   
11,210
   
12,816
   
6,280
 
Prepaid expenses and other current assets
   
3,172
   
4,447
   
6,413
 
Amount due from an affiliate
   
67
   
75
   
133
 
Deferred tax assets
   
642
   
518
   
662
 
Total current assets
   
237,989
   
232,331
   
225,523
 
 
                   
Investment in an affiliate
   
1,572
   
1,505
   
1,469
 
Other investments
   
3,937
   
3,937
   
-
 
Rental deposits
   
45
   
44
   
52
 
Property, plant and equipment, net
   
7,907
   
7,227
   
6,749
 
Acquired intangible assets, net
   
6,162
   
4,541
   
3,787
 
Deposit paid for acquisition of property, plant and equipment
   
54
   
13
   
91
 
     
19,677
   
17,267
   
12,148
 
                     
TOTAL ASSETS
   
257,666
   
249,598
   
237,671
 
                     
LIABILITIES AND SHAREHOLDER'S EQUITY
                   
Current liabilities:
                   
Accounts payable
   
7,337
   
9,777
   
15,715
 
Accrued expenses and other current liabilities
   
7,305
   
4,898
   
9,490
 
Amounts due to shareholders
   
-
   
-
   
10
 
Other liabilities
   
907
   
893
   
692
 
Short-term bank loan
   
1,479
   
1,570
   
-
 
Income tax payable
   
578
   
586
   
2,258
 
 
                   
Total current liabilities
   
17,606
   
17,724
   
28,165
 
 
                   
Minority interest
   
340
   
394
   
486
 
 
                   
Shareholders' equity:
                   
Ordinary shares
   
1
   
1
   
1
 
Additional paid-in capital
   
46,533
   
49,337
   
50,341
 
Accumulated other comprehensive income
   
6,124
   
5,366
   
4,396
 
Retained earnings
   
187,062
   
176,776
   
154,282
 
 
                   
Total shareholders' equity
   
239,720
   
231,480
   
209,020
 
                     
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
   
257,666
   
249,598
   
237,671
 
 

 

   
ACTIONS SEMICONDUCTOR CO., LTD.
 
CONSOLIDATED INCOME STATEMENT
 
(In thousands of U.S. dollars, except per share amount)
 
   
                   
   
3 months ended September 30,
 
3 months ended September 30,
 
9 months ended September 30,
 
9 months ended September 30,
 
   
2007
 
2006
 
2007
 
2006
 
   
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
                   
Revenues
   
27,043
   
45,667
   
84,297
   
120,825
 
Cost of revenues
   
(13,024
)
 
(19,757
)
 
(41,700
)
 
(51,955
)
Gross profit
   
14,019
   
25,910
   
42,597
   
68,870
 
Other income
   
8
   
262
   
380
   
1,157
 
Operating expenses:
                         
Research and development
   
(3,681
)
 
(2,790
)
 
(8,938
)
 
(7,396
)
General and administrative
   
(2,837
)
 
(2,263
)
 
(8,105
)
 
(6,769
)
Selling and marketing
   
(470
)
 
(467
)
 
(1,222
)
 
(1,114
)
Total operating expenses
   
(6,988
)
 
(5,520
)
 
(18,265
)
 
(15,279
)
Income from operations
   
7,039
   
20,652
   
24,712
   
54,748
 
Other income
   
1,757
   
-
   
4,398
   
-
 
Interest income
   
1,695
   
1,310
   
5,189
   
3,380
 
Interest expense
   
(20
)
 
(14
)
 
(62
)
 
(160
)
Income before income taxes, equity in net loss of an affiliate and minority interests
   
10,471
   
21,948
   
34,237
   
57,968
 
Income taxes
   
(305
)
 
(1,493
)
 
(1,705
)
 
(4,399
)
Equity in net loss of an affiliate
   
67
   
(2
)
 
103
   
(140
)
Minority interests
   
53
   
32
   
145
   
58
 
Net income
   
10,286
   
20,485
   
32,780
   
53,487
 
 
                         
Net income per share:
                         
Basic and diluted per share:
   
0.02
   
0.04
   
0.06
   
0.10
 
                           
Basic and diluted (per ADS)
   
0.12
   
0.24
   
0.38
   
0.62
 
 
                         
Weighted-average shares used in computation:
                         
Basic and diluted
   
512,972,522
   
516,000,000
   
514,866,876
   
516,000,000
 
 
                         
Weighted-average ADS used in computation :
                         
Basic and diluted
   
85,495,420
   
86,000,000
   
85,811,146
   
86,000,000
 
 


   
ACTIONS SEMICONDUCTOR CO., LTD.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(In thousands of U.S. dollars)
 
   
               
   
Three months ended September 30,2007
 
Nine months ended September 30,2007
 
Nine months ended September 30,2006
 
   
(unaudited)
 
(unaudited)
 
(unaudited)
 
Operating activities:
                   
Net income
   
10,286
   
32,780
   
53,487
 
Adjustments to reconcile net income to net cash provided by operating activities:
                   
Depreciation and amortization of property, plant and equipment
   
441
   
1,167
   
670
 
Amortization of acquired intangible assets
   
619
   
1,621
   
604
 
Utilization of advance subsidy from local authorities of Zhuhai,
the People's Republic of China
   
-
   
-
   
(35
)
Loss on disposal of property, plant and equipment
   
2
   
317
   
(3
)
Gain on disposal of intangible assets
   
-
   
(18
)
 
-
 
Minority interests
   
(54
)
 
(146
)
 
(58
)
Deferred tax
   
(124
)
 
20
   
528
 
Equity in net loss of an affiliate
   
(67
)
 
(103
)
 
140
 
Changes in operating assets and liabilities:
                   
Accounts receivable
   
(391
)
 
(913
)
 
2,886
 
Notes receivable
   
(450
)
 
1,200
   
1,236
 
Inventories
   
1,793
   
(4,556
)
 
(2,099
)
Prepaid expenses and other current assets
   
1,344
   
3,375
   
(1,943
)
Income tax recoverable
   
-
   
-
   
11
 
Amount due from an affiliate
   
9
   
67
   
-
 
Accounts payable
   
(2,591
)
 
(8,822
)
 
2,748
 
Accrued expenses and other current liabilities
   
740
   
(4,544
)
 
(2,926
)
Income tax payable
   
(15
)
 
(1,716
)
 
1,486
 
Rental deposits
   
-
   
8
   
(40
)
Net cash provided by operating activities
   
11,542
   
19,737
   
56,692
 
 
                   
Investing activities:
                   
Proceeds from disposal of property, plant and equipment
   
8
   
39
   
47
 
Proceeds from disposal of intangible assets
   
-
   
64
   
-
 
Increase in marketable securities
   
(40,407
)
 
(74,942
)
 
-
 
Increase in other investments
   
-
   
(3,937
)
 
-
 
Investment in an affiliate
   
-
   
-
   
(1,125
)
Purchase of property, plant and equipment
   
(1,057
)
 
(2,356
)
 
(5,502
)
Purchase of acquired intangible assets
   
(2,160
)
 
(3,999
)
 
(902
)
(Increase) decrease in restricted cash
   
-
   
(2,997
)
 
2,512
 
Decrease (increase) in time deposits
   
26,101
   
32,314
   
(48,618
)
                     
Cash used in investing activity
   
(17,515
)
 
(55,814
)
 
(53,588
)
                     
Financing activities:
                   
(Decrease) increase in short-term bank loans
   
(116
)
 
1,431
   
(2,220
)
Advance subsidy from others
   
-
   
182
   
249
 
Repurchase of common stock
   
(2,804
)
 
(3,808
)
 
-
 
(Decrease) increase in amounts due to shareholders
   
-
   
(10
)
 
77,377
 
 
                   
Cash (used in) provided by financing activities
   
(2,920
)
 
(2,205
)
 
75,406
 
 
                   
Effect of exchange rate changes on cash
   
603
   
1,601
   
1,119
 
 
                   
Net (decrease) increase in cash and cash equivalents
   
(8,290
)
 
(36,681
)
 
79,629
 
                     
Cash and cash equivalents at the beginning of the period
   
109,387
   
137,778
   
108,896
 
                     
Cash and cash equivalents at the end of the period
   
101,097
   
101,097
   
188,525
 
 

 
Actions Semiconductor Promotes Patricia Chou to Chief Financial Officer
David Lee, Former CFO, Assumes Role as Chairman of the Board
Nan-Horng Yeh, Actions’ CEO, and Fred Chen, Educator and Businessman, Added to the Board
 
 
ZHUHAI, China, October 30, 2007 - Actions Semiconductor Co., Ltd. (Nasdaq: ACTS), one of China's leading fabless semiconductor companies, today announced that Patricia Chou, Vice President of Finance, has been promoted to the position of chief financial officer as David Lee assumes the role of chairman of the board as part of the company’s succession plan. In addition, the Board appointed Nan-Horng Yeh and Fred Chen as directors.

“We are pleased to promote Patricia to a position that takes full advantage of her skill set and financial management expertise,” stated Mr. Nan-Horng Yeh, CEO of Actions Semiconductor. “Patricia has consistently demonstrated her readiness to assume the CFO position during her tenure at the company, and I am confident that she will be a strong addition to the executive team. Patricia’s impressive track record in her prior positions has demonstrated her competence in executing on a wide variety of business fundamentals.”

Chou has served as Vice President of Finance since joining Actions in November 2006. As VP of Finance at Actions, Chou oversaw a finance team that remotely managed seven operation sites and executed major corporate finance projects. Starting in 2001, Chou served as the Director of Business Development and then Senior Director of Accounting at SMIC (Semiconductor Manufacturing International Corporation), where she was responsible for establishing a U.S. presence, developing new business initiatives, and leading the company’s global accounting functions. She also participated in raising $650 million in private funds and the company’s $1.6 billion NYSE-listed IPO. From 1996 to 2001, Patricia was the Director of Accounting and Planning of Winbond Electronics Corporation U.S. operation. Prior to that, Chou worked as a financial auditor in Taiwan, Hong Kong, and the United States with Deloitte. Chou received a Bachelor of Business Administration from National Taiwan University, Master of Accounting from University of Southern California, and Master of Business Administration from University of California at Berkeley, she is also a Certified Public Accountant in Taiwan, the United States, and China.
 

 
David Lee is stepping down from the chief financial officer position to pursue personal interests and will assume the role of chairman of the board. Lee has served as CFO at Actions since joining the company in August 2005.

“We welcome Nan, David and Fred to Actions’ Board of Directors,” stated Tzu-Yin Chiu, Director of Action’s Board. “The Board looks forward to Nan’s participation and guidance. Additionally, we are pleased to continue to benefit from David’s experience as he assumes the role of chairman. David has been instrumental in Actions’ success and we look forward to his continued contributions.”

“I am also delighted to announce that Fred Chen has been appointed as an independent director on our board,” continued Mr. Chiu. “We welcome Fred’s wealth of technical knowledge and anticipate that he will be a valuable asset to the board of directors.”

Professor Fred Chen currently serves as the Director of the OLED Laboratory, Display Institute, National Chiao Tung University in Hsinchu, Taiwan and as the Director of the Centre for Advanced Luminescence Materials (CALM) at Hong Kong Baptist University. He previously worked in the Display Technology Laboratory of Eastman Kodak Co., Rochester, New York, U.S., first as senior scientist and later, a group leader for more than 25 years engaging in the development of various novel displays and materials related to imaging technologies. He is a co-inventor of the key Doped OLED Guest-Host Emitter Technology and has been awarded more than 35 U.S. patents on his novel optoelectronic materials work.

The additions to the board of directors are in conjunction with the departures of Byung-Jin Kang, Chairman, and Hui-Dong Tien, Director, from the board of directors. Mr. Kang and Mr. Tien resigned to devote more time to other activities. With these changes, the number of members on board of directors increased from six to seven.

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 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.
 
For More Information

Lisa Laukkanen
Chung Hsu
The Blueshirt Group for Actions Semiconductor
Investor Relations at Actions
lisa@blueshirtgroup.com
chung@actions-semi.com
+1-415-217-4967
+86-756 3392 353 *1015