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Mail Stop 4561
September 27, 2005
Michael J. Brown
Chairman and Chief Executive Officer
4601 College Boulevard
Suite 300
Leawood, Kansas 66211
Re: Euronet Worldwide, Inc.
Form 10-K for Fiscal Year Ended December 31, 2004
File No. 001-31648
Dear Mr. Brown:
We have reviewed your filing and have the following comments.
We
have limited our review of your filing to the issues we have
addressed in our comments. Please be as detailed as necessary in
your explanation. In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
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 year ended December 31, 2004:
Notes to the Financial Statements
Note 3 - Summary of Significant Accounting Policies and Practices,
page 66
(n) Stock-based compensation
1. Please tell us whether your options which have accelerated
vesting
are fixed or variable.
Note 4 - Acquisitions, page 67
2. You have made several acquisitions during 2003 and 2004 which
involve the future release of common stock subject to certain
performance criteria. Please tell us for each of your
acquisitions
what the performance criterion is and whether it is based on
earnings, security prices or both. Specifically address your
acquisitions of Precept, EPS, CPI and AIM.
3. Please tell us whether the amounts of contingent consideration
(shares of common stock) were determinable at the date of
acquisition. Specifically address your acquisitions of Precept,
EPS,
CPI and AIM.
4. On page 67, you state that you have released a portion of
common
shares from escrow in relation to your purchase of Precept.
However,
this release did not occur until 2005. Please tell us how you
determined it to be appropriate to include the full consideration
of
common stock as part of your initial purchase price allocation.
It
appears that such stock is contingent consideration which should
not
be recorded until after the contingency has been resolved. Refer
to
paragraph 27 of FASB 142.
5. Please tell us how you account for the earn-outs given in
connection with your acquisitions of EPS, CPI, Movilcarga,
Transact
and AIM. Specifically address the impact when completing the
initial
purchase price allocation and the subsequent accounting for such
earn-outs, as applicable. Please cite authoritative guidance and
explain the basis for your conclusions.
6. Please tell us how you accounted for the additional investment
rights granted to Fletcher on the date of grant and upon exercise
and
what "could be exercised on a `net settlement basis`" means.
Please
cite the authoritative guidance used.
Note 12 - Debt Obligations, page 78
7. Please tell us how you accounted for the $140 million of 1.625%
contingently convertible senior debt. Please specifically address
the accounting implications of the debt, the deferred amortization
fees of $4.4 million, the five year put option and the contingent
interest citing the authoritative guidance used.
8. You state that the debt is convertible into common stock if
certain conditions are met. Please tell us what the thresholds
are
and how you account for the conversion feature associated with the
debt.
Note 14 - Gain on Disposition of U.K ATM Network, page 80
9. You state that you have allocated $4.5 million of the total
sales
proceeds to your services agreement with Bridgeport. Please tell
us
how you determined such treatment to be appropriate. Tell us if
the
services to be provided constitute contingent consideration as
part
of the sale or whether the agreement is separate from the sale.
Please cite authoritative guidance.
Please respond to these comments within 10 business days or
tell
us when you will provide us with a response. Please file your
response on EDGAR. Please understand that we may have additional
comments after reviewing your response 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. Please contact Nancy
Maloney Staff Accountant at (202) 551-3427 or me at (202) 551-3490
if
you have questions.
Sincerely,
Donald Walker
Senior Assistant Chief Accountant
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Michael J. Brown
Euronet Worldwide, Inc.
September 27, 2005
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