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Executives

Ellen Davis - The Blueshirt Group, IR

Zhenyu Zhou - CEO

Nigel Liu - CFO

Analysts

Rick Fearon - Accretive Capital Partners

Bob Schnell - Dougherty & Company

Actions Semiconductor Co., Ltd. (ACTS) Q4 2012 Earnings Call January 24, 2013 5:30 PM ET

Operator

Ladies and gentlemen thank you for standing by. Welcome to the Actions Semiconductor Fourth Quarter and Full Year 2012 Results Conference Call. During today's presentation, all parties will be in a listen-only mode. Following the presentation, the conference will be opened for questions. (Operator Instructions) This conference is being recorded today, January 24, 2013.

I would now like to turn the conference over to Ellen Davis.

Ellen Davis

Good afternoon and thank you for joining us on today's conference call to discuss Actions Semiconductor’s fourth quarter and fiscal year 2012 financial results. This call is being broadcast live over the web and can be accessed on the Investor Relations section of Actions’ website at www.actions-semi.com for 90 days. On today's call are Dr. Zhenyu Zhou, Chief Executive Officer; Nigel Liu, Chief Financial Officer and Chung Hsu, Director of Investor Relations.

After the market closed in the US today, Actions issued a press release discussing the results for its fourth quarter and fiscal year ended December 31, 2012. The press release was also filed on Form 6-K with the US Securities and Exchange Commission. The press release is accessible online at the company's website as well as the SEC’s website or you can call The Blue Shirt Group at 415-217-7722 and we will email you a copy.

We would like to remind you that during the course of this conference call, Actions’ management team may make projections or other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are simply estimates and actual events or results may differ materially. We refer you to the documents that Actions filed from time-to-time with the SEC specifically the company's most recently filed Forms F-1, 2-0F and 6-Ks. These documents identify important factors that could cause the actual results to differ materially from those contained in our projections are forward-looking statements.

And now I would like to turn the call over to Dr. Zhenyu Zhou. Dr. Zhou?

Zhenyu Zhou

Thank you for participating in Actions earnings conference call. We appreciate your continued interest in the company. I am pleased to be able to share with you an update on our fourth quarter and fiscal year 2012 performance as well as discuss our strategy for 2013. Later on the call, Nigel Liu, the CFO will discuss financial results for the quarter and fiscal year. I will be available for the Q&A portion of the call along with Nigel and Chung Hsu, Actions’ Director of Investor Relations.

And now for an update on our business. We are pleased to report year-over-year revenue growth for the fourth quarter of 23.3% and 14.4% for the full-year. Gross margin in the fourth quarter decreased to 32.1% from 37.6% in the third quarter.

In the fourth quarter of 2012, Actions’ revenue was $15.2 million, and net loss was $1.7 million or $0.02 per ADS. Revenue for the year ended December 31, 2012, was $54.3 million, compared to $47.5 million for the year ended December 31, 2011, and the net loss was $2.2 million or $0.03 per ADS.

The fourth quarter results included other-than-temporary impairment loss on investments of $2.5 million made by Actions capital. Fourth quarter revenue was slightly above our guidance. However, we experienced a lower gross margin in the quarter due to increased sales of our first-generation tablet SoC.

In 2012, the whitebox tablet became dominated by the ARM architecture. In response to this market dynamic as well as in preparation for our upcoming ramping of our next-generation OWL Series product based on ARM architecture, we proactively discounted the prices of Actions’ first-generation tablet SoC which is based on MIPS architecture. This marketing strategy enabled us to penetrate the tablet market quickly and strengthens Actions’ position in the marketplace for the sales rep of our OWL Series SoC. As we finished out sales of the first-generation SoC it will have a decreasing impact on future gross margins. Accordingly, we expect the gross margin to increase to 35% in the first quarter and further expand as we ramp shipments of our OWL Series.

Our more value oriented solutions such as boom box products continue to comprise the largest portion of our product mix during the quarter. In addition to the continued strength in the boom box product segment, we maintained our leading market share position in the mainstream portable video and portable audio products.

Creating the long-term shareholder value remains a top priority for the company. In the fourth quarter, we spend approximately $0.8 million on the share repurchase program, compared with $0.9 million in the third quarter. As of December 31, 2012, the company invested a total of approximately $45.6 million in the program, representing approximately 20.2 million ADS shares. Earlier this year, we announced that Board approved an increase of 10 million ADS to the existing buyback program. Our repurchase activity remains constrained by shrinking volume and blackout periods. However, management and the Board continue to evaluate alternatives to enhance shareholder value.

And now for a detailed look at each product category; mobile internet device and tablets. During the fourth quarter, we increased the shipments of our first chip product family ATM701x targeting the tablet market. We were pleased that our shipments exceeding 600 solid units during the quarter, which we believe demonstrates the solid traction that we gain in this market segment. As noted earlier, while we will continue to sell ATM701x, our focus going forward will be on aggressive sales of our next-generation products.

We launched our second product family ATM702x targeting the tablet market in the third quarter and we recently announced that new tablet products from the two brand name customers feature Actions’ OWL Series ATM7029 chipset. We commenced the shipments of ATM7029 product during the first quarter of 2013 and anticipate a continued ramp up sales as the year progresses.

Our ATM702x Product Family supports Android 4.1 Jelly Bean operating system and will also support the upgrade to Android 4.2. ATM702X includes Cortex multi-core CPU, high performance 3D GPU, full spec 1080p video encode and decode engine and USB 3.0 PHY integration.

Our product roadmap for the ATM702X addresses the needs of each segment of the whitebox tablet markets from the low end to high end. Based on our current momentum, we plan to continue to introduce follow on tablet products in this series throughout the year.

We are pleased by the recognition we have received from the leading branding customers in China to-date, and we are focused on expanding our customer base to continue gaining market share.

According to a research industry research reports, the tablet market is experiencing a new stage of growth as the new [class] of whitebox tablets expand the global market into a new tier of entry level products for emerging markets.

With the introduction of Android 4.0 in 2012, more applications for tablets become standardized and the ecosystem for tablets expanded. Recent industry estimates call for unit shipment in growth from an estimated 15 million units in 2012 to 80 million units in 2013.

We believe our ATM702X product series positions access to capture a significant market share. We anticipate a significant revenue contribution from this product series in 2013. We are launching our advanced product using 55 nanometer process and now we are aggressively moving towards launching 40-ARP and 28-ARP advanced process for our future tablet products.

Portable audio. During Q4, we maintained our leading position in the mainstream audio boom box market category. Volume shipments of audio boom box products remained steady in the fourth quarter. We continue to secure design wins for the boom box products with large branded customers in China and we are focused on penetrating international branding customers.

With a continued strong sales to the mainstream segment of MP3 markets serving the non-display, mono-display and a small color display media our products. We have maintained our leading market share position in this category. Shipment and volume for this product remained steady in the fourth quarter.

Portable video, overall shipments in the video category including our standard definition D1 and high-definition HD PMP and gaming products decreased slightly from the fourth quarter. Video continues to be a key category for Actions, and we remain focused on increasing our contributions from our newer advanced products in the video category.

During the fourth quarter, 0.15 micrometer process technology accounted for the majority of our portable audio shipment volumes and current inventory. We are migrating the process for mainstream product from 0.15 micrometer to 0.14 micrometer, which we expect will benefit company’s gross margin in 2013. As planned, our advanced high-definition products are using 0.11 micrometer processors.

In summary, we're pleased that our 2012 gross initiatives centered on penetrating the tablet markets result in increased net revenue for the quarter and the year. Our product strategy for 2012 allowed us to preserve our leading market share positions in our mainstream portable audio and portable video products while concentrating on growth of our tablet business. By leveraging our core technology trends in multimedia, we were able to launch two new tablet products in 2012.

Heading into 2013, we are enthusiastic about the growth opportunities in the global white box tablet market. Improves the performance and user experience is driving demand in these market segment. We believe these features for our second tablet product series provide unprecedented levels of performance, power efficiency and user experience and position the company for increasing tractions in this growing market.

While we anticipate seasonality in our business in the first quarter based on the demand, we're experiencing and the market dynamics, we expect that our products series to drive revenue growth of at least 25% for the full-year of 2013.

Before I turn the call over to Nigel Liu, I want to mention that I planned to travel to the United States to conduct investor and analyst meeting in the next week. We will provide updates of our company’s US marketing plan as they develop.

Now, I would like to turn the call over to Nigel Liu, CFO who will review our financial results for the fourth quarter and the fiscal year.

Nigel Liu

Thank you, Zhenyu Zhou. As a reminder, our financials are reported in accordance with US GAAP. For the fourth quarter ending December 31, 2012; we reported revenue of about $15.2 million compared to $15.8 million in the third quarter of 2012.

For the year 2012, we reported revenue of $54.3 million compared to $47.5 million in the 2011. Our gross margin for the fourth quarter was 32.1% compared to 37.6% for the prior quarter. As noted, the decline in gross margin was primarily due to increased sales of our first generation products.

For the first quarter, total stock-based compensation expense was $0.3 million compared to $0.2 million in the third quarter. R&D sales was $6.2 million or 14.9% of revenue for the fourth quarter compared with $6.2 million in the third quarter. We anticipate our R&D expense continue to represent a higher percentage of revenue as we continue to invest on the results in high-end new product developments.

G&A expense was $2.6 million in the fourth quarter or 13.6% of revenue compared to $2 million in the third quarter. Shares and the marketing expense was $0.4 million in the first quarter or 2.4% of revenue compared to $0.4 million in the third quarter. We continue to tightly manage the expense levels in this category by managing, accelerating the efficiency of our current workforce and optimizing our working process.

Operating loss was $4.2 million for first quarter of 2012 compared to operating loss of $2.1 million for the prior quarter due to the seasonal revenue decline, lower cost margin and increased R&D expense related to new tablet products, (inaudible).

Net other income for the fourth quarter was $1.7 million due to foreign exchange benefit compared to other loss of $0.2 million for the third quarter related to a foreign exchange impact. Other than temporary impairment loss on investment our exchange capital was $2.5 million which was made at the early assessment based on this patient (Inaudible) analysis of the investee performance of by looking at target. Business income was $3.3 million for the first quarter down from $3.4 million in the third quarter.

Loss before tax was $1.9 million for third quarter compared to income before tax of $1 million in the third quarter. Net income tax benefit was $0.4 million for the fourth quarter compared to income tax expense of $0.6 million in the third quarter. Net loss attributable to Actions Semiconductor on the US GAAP basis for the fourth quarter of 2012 was $1.7 million or $0.02 for the diluted EPS. This compares to net income of $0.66 million or $0.01 (Inaudible). And yes, for the third quarter of 2012. Net loss for the full year of 2012 was $2.2 million or $0.03 per diluted EPS compared to net income of $3 million or $0.04 per diluted EPS reported for the full year 2011.

Now moving to the balances sheet, cash and cash equivalents together with time deposit, (inaudible) security and both current and the non-current marketable securities, totaled 223.3 million as of December 31, 2012, compared to 230.3 million as of September 30, 2012. Of the 223.3 million total 81.3 million was in cash and the short term interest period investments together with time deposit that was joined issued by lost, domestic banks in China, for terms no more than 3 months and can be redeemed any time.

$142 million was in trading security and the marketable security both current and the non-current which was principle currency or price investment with higher interest rate on the minimal returns of three months, less marketable security, while many issue (inaudible) and currency by top ratings status financial institutions in China.

Also (inaudible) totaled $20.5 million at the end of the fourth quarter compared to $12 million at the end of the third quarter. The increase in short term borrowing was $8.5 million in the first quarter was due to our buying and the deposit agreement that we entered into which allowed us to borrow U.S. dollar in a low interest rate and to convert it into RMB and higher rate additionally instead of using our RMB funds in China which we then (inaudible) credit for U.S. cash needs. This opportunity further has to take advantage of lower interest rates in U.S. dollar loans which enabling us to continue earning highest rate on our RMB to (inaudible) investment even considering short-term exchange across stations.

Accounts receivable was RMB6.4 million at the end of the fourth quarter of 2012 compared to RMB3.1 million at the end of the third quarter. Accounts receivable includes notes receivable amount due (inaudible) rate deposit as well as (inaudible) equity measured interest fees.

Inventories were RMB12 million at the end of the fourth quarter, up from RMB11.7 million at the end of the prior quarter. Our higher inventory level continues to be a result of our strategy of arrangement with strong (inaudible) to secure preparation wafer price and the capacity for certain popular products and as operative, we expect higher shipment of the more of a sense in the first quarter of 2013.

We continue to buy back shares, spending approximately RMB0.8 million on the share repurchase program during the fourth quarter compared with RMB0.9 million in the third quarter. Our repurchase activity remains constrained by trading (inaudible) program as well as limited activity in the quarter. As of December 31, 2012 the company had investment of approximately a total of RMB45 million is appropriate representing approximately RMB10.2 million a year shares.

And now turning to our outlook. Reverting on normal seasonality of our business our guidance for the first quarter of 2013 is revenue in the range of RMB1200 to RMB1300 million. We expect gross margin for the fourth quarter to be approximately 25%.

Now we would like to open the line for questions. Operator?

Question-And-Answer Session

Operator

Thank you, sir. We will now begin the question and answer session. (Operator Instructions) And our first question is from the line of [J. Shrivardhan with Shardon Capital Markets]. Please go ahead.

Unidentified Analyst

Thanks for taking my question. On the tablet market could you share with us when you expect to start to see some meaningful revenue contribution is it the earlier part of the year or later part of the year anyhow in terms of timing would be helpful?

Zhenyu Zhou

As we announced that we already have two brand new customers starting shipping and we believe that we will see revenue contribution toward the end of the Q1 and probably starting to be more significant in Q2 and certainly by expecting starting (inaudible). And also please to note the normal seasonality in this market is Q1 and Q2 are relatively slower quarter and Q3 and Q4 are much stronger quarters. So that revenue growth will also follow that pattern.

Unidentified Analyst

Okay, in terms of the tablet market itself you have mentioned your gaining a lot of correction of the white box manufactures. Could you highlight which segment of the tablet market you're going at after is it more the low-end market, is it mid and high end and how do you see the competition in the markets that you're participating in?

Zhenyu Zhou

Okay, two questions, let me put in this way, first of all, let's not define the high-end and low end, okay. If we consider Apple is a high end then everything else white box market are considered to be at lower end, okay. So in that definition all of our sales are in the lower end white box market segment. However if we further separate being the white box market, we covered pretty much in the full red from low end to higher end.

Unidentified Analyst

Okay, last question in terms of your cash position reflect that you have a pretty healthy cash balance. What are some of the uses of cash you are exploring, is it did more on the M&A side or are you looking at dividends; any insight there would be helpful?

Zhenyu Zhou

From a company business growth strategy perspective, we are always actively looking for M&A opportunities of expanding our product family, or team and all that. So we are definitely seriously looking into opportunities of that. In terms of dividend, at this moment, we spent most of our cash, I mean we have a buyback program and not considering a dividend immediately yet.

Operator

Next question is from the line of Rick Fearon with Accretive Capital Partners. Please go ahead.

Rick Fearon - Accretive Capital Partners

You’ve had some exciting news over the past four weeks and I was just hoping you could share a little more color about expectations from the two new customers announced around year-end both in terms of total revenue and timing of ramp up?

Zhenyu Zhou

Sure. For the two the announced the customer who is (inaudible), most of them already shifted into the market and gaining pretty good positive feedback. Of course this is just an introduction phase and we are going to having into Chinese New Year in just about two or three weeks. So it will be slower in that few weeks. The shipment will, you know, coming back with a much higher volume in March at least for these two customers. We will have more customers joining to this team starting from March, that's why in the previous Jay’s question my answer is starting from March you will see more volume ramp up and in terms of revenue contribution we probably will see it in Q2.

Rick Fearon - Accretive Capital Partners

Okay great. And are you expecting similar types of announcements over 2013 of additional customers and if that's an objective to really step-up the PR with respect to the new customers you are bringing on?

Zhenyu Zhou

You bet. Sure.

Rick Fearon - Accretive Capital Partners

Great good luck. Regarding the $8.5 million in short-term loans it makes perfect sense to go ahead and borrow in US dollars at these favorable rates and when you can earn such high rates in China; I am just curious what the use of proceeds in US dollars is?

Zhenyu Zhou

You mean the interest rate, the borrowing rate, well I think…

Rick Fearon - Accretive Capital Partners

Curious about the rate as well, then you know but also the just what the demand for US dollars are. Are you sourcing some product out of the US or where does it, is it $8.5 million seems like a sizeable amount to be spending in the US. Is it for stock….

Zhenyu Zhou

No, that’s not really spending in US, because we are a holding company, which is a NASDAQ company, it’s a payment company, so we do deal with like let's say we’ll license out CPU, we license GPU or we’re paying like TSMC or UMC wafer or the, all those actually they are trading in US dollars, not Chinese RMB.

Rick Fearon - Accretive Capital Partners

That makes sense; and are the stock repurchases denominated in the US dollars as well?

Zhenyu Zhou

Yes, exactly.

Rick Fearon - Accretive Capital Partners

Okay, great. And then I saw the $2.5 million impairment charge, what specifically did that relate to?

Zhenyu Zhou

I know you’ll ask that question; that's an investment, the Actions management made that in 2007, pretty old investment into two companies. One is called [EMC] and this company has a loss for the past five years, never made any money. So the management after careful evaluation and we always feel based on US GAAP, we have to write it off.

The other one is called (inaudible) Choice. They had a old business model designing electronic reference book and that business is not successful and they switch their strategy to a completely new target during the so called, the electronic school bag working with school but they needed new funding to pursue their new target. So we feel based on the US GAAP, we should write off their old investment that has no value anymore.

Rick Fearon - Accretive Capital Partners

That makes sense and Zhenyu before your time, the company had made an investment of several million dollars in a Taiwanese investment company. It was almost like a private equity fund. How is that performing and is that still on the books?

Zhenyu Zhou

That’s still on the book. That’s (inaudible) right? That’s still on the book. So that is not part of the write off.

Rick Fearon - Accretive Capital Partners

That’s part of the write off?

Zhenyu Zhou

That's not part of the write off.

Rick Fearon - Accretive Capital Partners

Okay, are you expecting any more impairment charges? Does it look like otherwise the investment, the legacy investments that you inherited before coming on as CEO that they are performing okay?

Zhenyu Zhou

At least my view for the end of this year is look carefully for each of the investments. If they are, should be impaired, I impair them but I cannot guarantee what happens in the future for or the rest of the company. I feel we did what we need to do at this moment.

Nigel Liu

(Inaudible) claim for this year, for sure.

Rick Fearon - Accretive Capital Partners

Alright good, I hope that the strategy is not to pursued this sort of debenture capital approach that was pursued in the past of making small investments here and there, but to focus on what seems like just an extraordinary opportunity that actions itself. With respect to that, I noticed that now the acquired intangible assets are up to $10.8 million, the statement of cash flows shows $3 million additional was spent in the quarter. Are you able to elaborate on that technology? I know we talked about it last quarter and you didn’t really want to get into the specifics about the technology that is it related to products at under development right now?

Zhenyu Zhou

Yes, they are actually related to (inaudible) one part of expenses are actually related to the product launching because when the product is maturing, it (inaudible) certain money. It is due to pay, okay, and majority are related to the new future products which we like to this more powerful or more advanced IP from other company as they start to get into the depreciation and amortization.

Rick Fearon - Accretive Capital Partners

Okay. And then you talked about little bit about your overall perception of the market right now and that we went from 15 million units in 2012 and you are expecting the market to be 80 million units, at one point you saw that it was possible that Actions could be 5% to 10% of the market that is still realistic expectation?

Zhenyu Zhou

Sure, I think those are our target and certainly we hope to do better than that.

Rick Fearon - Accretive Capital Partners

So better than 8 million units a year?

Zhenyu Zhou

The total market is just 50 to 80 million units, okay. And right now our target is certainly 10% of the market like you say 8 million units and our targets certain will be more than those 8 million units.

Rick Fearon - Accretive Capital Partners

Okay, all right. That would be and the ASPs are roughly $6 to $8 or so?

Nigel Liu

That's actually most volatile number. It’s hard for us to predict at this moment. ASP for the high end, there are product sitting at their price but low end is way lower than that. So it is difficult to talk about the mix and predict the mix at this moment. So it’s hard to predict the ASP at this moment.

Rick Fearon - Accretive Capital Partners

Sure.

Nigel Liu

So we are confident on that ASP number.

Rick Fearon - Accretive Capital Partners

Okay, just understandable it’s a brand new market. And I notice that $2.3 million of stock was exercised presumably by employees throughout 2012 and I am guessing they are exercising their shares and turning around and selling them into the market, and just curious if you given any thought to perhaps shifting some of that compensation to cash compensation, if you think the options are really motivating employees at this point or just what your general perspective on that is?

Zhenyu Zhou

Two comments on that. First of all, we do have 2007 option plan and that option plan is about to mature this year. So some of the saving is like kind of the employee test or sale because otherwise the option is to expire. So we are evaluating what is the new way to compensate or give incentive to employees whether it is a cash based or other things, once we develop those plans we definitely will put into our report and get the board approval and investor I mean, shareholder approval.

Rick Fearon - Accretive Capital Partners

Okay, because right now you are spending $25 million plus $26 million or so on R&D annually and I'm guessing that most of those options go towards R&D staff. It seems like that's just a big number for a company that has the revenues that Actions has right now?

Zhenyu Zhou

So $26 million, $25 million is a total R&D expense. While the compensation for a stock is not that high as one of the number indicates for Q4 even if it’s a $0.4 million or $0.3 million related to the stock compensation.

Rick Fearon - Accretive Capital Partners

Right and has any numbers of management made any stock purchases in the last 12 months?

Zhenyu Zhou

I don't have that number, sorry.

Rick Fearon - Accretive Capital Partners

Okay, yeah. It just seems that there is some pretty exciting prospects for the company right now and given that we are expecting this growth and that the company holds roughly $3.20 of net of net cash, it seems like a pretty good investment opportunity of $2.10, but obviously, we as shareholders feel that way?

Zhenyu Zhou

(Inaudible)

Rick Fearon - Accretive Capital Partners

Well, so anyhow it sounds like both Zhen, you and Nigel talked about the volume limitations and blackout periods related to the 10B-18 constraints as being a kind of limiting constraint with respect to stock repurchases and I know we've talked about this over the years and just hope that you will be able to prevail upon the Board to give some consideration to accelerating a stock repurchase program with the modified Dutch auction tender and as always I will leave it on that note, but I wanted to say nice work. We are really excited about this year and thanks for the strong leadership.

Zhenyu Zhou

Thank you, Rich.

Operator

And your next question is from the line of Bob Schnell with Dougherty & Company. Please go ahead.

Bob Schnell - Dougherty & Company

I know there has been a lot of discussion about tablet based products on the call so far, but I wanted just to know if there’s any other products when you look out through 2013 and that you expect the company to also launch?

Zhenyu Zhou

Yes, actually well, the company is, the growth point is not only tablet, tablet is by far the largest growing opportunity and you know expectations. In the function of traditional multimedia family we also have a few new product categories that will grow the company's business, including in the boom box area in China has a new segment called large LCD screen, being boom box with high definition video functions. That is one of the opportunities. We’re also aggressively addressing the Bluetooth enabled boom box. So in the boom box area, we consider it is the second largest growing opportunities for the company and we will report those growing opportunities and our achievements as things develop.

Bob Schnell - Dougherty & Company

It seems like the Bluetooth opportunity could be an additional sort of addressable market for the company. Is that accurate and have you given any thought to sizing that market?

Zhenyu Zhou

Yes. As I said, we are aggressively addressing that market. Certainly, as you know, Actions Semiconductor don’t have very much root in RF technology to-date, so we're aggressively looking for strategy to addressing that area. But as we just indicated, Bluetooth enabled boom box is an important growing opportunity for Actions Semiconductor, so we are definitely want to focus to address that market.

Operator

There are no further questions in queue. I would like to turn the call back over to management for closing remarks.

Zhenyu Zhou

Thank you again for joining us on today’s earnings call. We appreciate your interest in and continuing support of Actions. Thank you.

Operator

Thank you. Ladies and gentlemen, that does conclude our conference for today. If you would like to listen to a replay of today’s conference please dial 303-590-3030 or 800-406-7325 and enter the access code 4590868. We would like to thank you for your participation and you may now disconnect.

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