Room 4561
September 20, 2005
John D. Carreker
Chief Executive Officer
Carreker Corporation
4055 Valley View Lane, Suite 1000
Dallas, TX 75244
Re: Form 10-K for Fiscal Year Ended January 31, 2005
Filed April 11, 2005
File No. 0-24201
Dear Mr. Carreker:
We have reviewed the above referenced filings and have the
following comments. Please note that we have limited our review
to
the matters addressed in the comments below. We may ask you to
provide us with supplemental information so we may better
understand
your disclosure. Please be as detailed as necessary in your
explanation. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended January 31, 2005
Note 2: Summary of Significant Accounting Procedures - Accounts
Receivable and Concentration of Credit Risk, page 66
1. We note that you present accounts receivable net of related
deferred revenue and deferred revenue net of related accounts
receivable. Explain the basis for this presentation and provide
the
authoritative accounting literature that supports your
presentation.
Note 2: Summary of Significant Accounting Procedures - Revenue
Recognition, page 69
2. On page 8, you indicate that the Company delivers software and
consulting services through third party web-hosting. Tell us the
nature of third party web-hosting arrangements, your revenue
recognition policy for these arrangements and how you considered
EITF
00-3 in accounting for these arrangements. Further tell us the
significance of revenues from hosting arrangements and where these
revenues are reported in your Consolidated Statements of
Operations.
Note 2: Summary of Significant Accounting Procedures - Other
Income
(Expense), page 73
3. We note you have a 51% interest in Carretek LLC and record the
minority shares of loss of $794,000 and $263,000 in other income
(expense) for fiscal year 2005 and 2004, respectively. We also
note
that the minority interest is not presented separately in you
Consolidated Balance Sheets. Tell us where the minority interest
is
reported in your Consolidated Balance Sheets and how you
considered
Rule 5-02(27) of Regulation S-X in your presentation. Also,
clarify
if the minority investors are obligated to fund the losses beyond
the
capital they have invested.
Note 14: Related Party Transaction, page 91
4. We note that you loaned $500,000 to a former officer of the
Company and eventually wrote off the balance to zero. Please tell
us
why this loan was "deemed worthless."
As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response. Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. You
may wish to provide us with marked copies of any amendment to
expedite our review. Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information. Detailed cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Kari Jin, Staff Accountant, at (202) 551-
3481,
Tom Ferraro, Senior Staff Accountant at (202) 551-3225 or me at
(202)
551-3499 if you have questions regarding these comments.
Sincerely,
Kathleen Collins
Accounting Branch Chief
??
??
??
??
Mr. John D. Carreker
Carreker Corporation
September 20, 2005
Page 3