8001 Arista Place, Suite 200
Broomfield, CO 80021
Phone: 720-940-2200, Fax: 720-208-9261
December 21, 2010
Jim B. Rosenberg
Senior Assistant Chief Accountant
Division of Corporation Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
| Re: | ARCA biopharma, Inc. |
| Form 10-K for Fiscal Year Ended December 31, 2009 |
| Filed March 4, 2010 |
| File No. 000-22873 |
Dear Mr. Rosenberg,
On behalf of ARCA biopharma, Inc. (“ARCA”), this letter responds to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in the letter dated December 10, 2010 (“Comment Letter”) relating to the above-referenced Annual Report on Form 10-K. Set forth in italicized print below is the Staff’s comment, as set forth in the Comment Letter, followed by ARCA’s response.
Form 10-K for the Fiscal Year Ended December 31, 2009
Item 8. Financial Statements and Supplementary Data
Consolidated Statement of Cash Flows, page 66
| 1. | Please tell us why your statement of cash flows reflects a $20.5 million change in accrued expenses and other liabilities, while the balance sheet appears to indicate that the change in these accounts is substantially less. Similarly, please also address the change in your accounts payable. |
ARCA’s Response:
The difference between the change in accrued expenses and other liabilities reflected on the statement of cash flows compared to the change indicated on the balance sheet is primarily caused by the accrued expenses and other liabilities that ARCA assumed in the merger with Nuvelo, Inc. on January 27, 2009 (the “Merger”) and the subsequent satisfaction of such liabilities prior to December 31, 2009. As follows, ARCA has supplementally provided a roll-forward of the accrued expenses and other liabilities balances from December 31, 2008 to December 31, 2009.
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ARCA biopharma, Inc.
File No. 000-22873
| (in thousands) | ||||||||
| Accrued expenses and other liabilities | ||||||||
Balances as of December 31, 2008: | ||||||||
Accrued compensation and employee benefits | $ | 1,071 | ||||||
Accrued expenses and other liabilities | 1,549 | |||||||
Subtotal | $ | 2,620 | ||||||
Liabilities assumed in the Merger: {a} | ||||||||
Accrued employee liabilities | 3,579 | |||||||
Other current liabilities | 1,406 | |||||||
Accrued facility exit costs | 13,278 | |||||||
Other liabilities | 74 | |||||||
Unfavorable lease obligation | 943 | |||||||
Subtotal | 19,280 | |||||||
Change in accrued expenses and other liabilities (net of amounts acquired and noncash items), as per the statement of cash flows: | (20,454 | ) | ||||||
Other roll-forward items, net: {b} | (449 | ) | ||||||
Balances as of December 31, 2009: | ||||||||
Accrued compensation and employee benefits | 241 | |||||||
Accrued expenses and other liabilities | 756 | |||||||
Total | $ | 997 | ||||||
| {a} | See Note 2,Merger with Nuvelo, Inc. on January 27, 2009, to ARCA’s consolidated financial statements on Form 10-K for the year ended December 31, 2009 for the acquisition consideration allocation as of the date of the Merger. |
| {b} | Other roll-forward items, net includes, among other items, adjustments to reconcile net loss to net cash used in operating activities and certain noncash transactions. |
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ARCA biopharma, Inc.
File No. 000-22873
The difference between the change in accounts payable reflected on the statement of cash flows compared to the change indicated on the balance sheet is primarily caused by the accounts payable that ARCA assumed as a result of the Merger and the subsequent satisfaction of such liabilities prior to December 31, 2009. As follows, ARCA has supplementally provided a roll-forward of the accounts payable balance from December 31, 2008 to December 31, 2009.
| (in thousands) | ||||
Accounts Payable | ||||
Balance as of December 31, 2008 | $ | 804 | ||
Accounts payable assumed in the Merger {a} | 2,189 | |||
Change in accounts payable (net of amounts acquired), as per the statement of cash flows | (2,460 | ) | ||
Balance as of December 31, 2009 | $ | 533 | ||
| {a} | See Note 2,Merger with Nuvelo, Inc. on January 27, 2009, to ARCA’s consolidated financial statements on Form 10-K for the year ended December 31, 2009 for the acquisition consideration allocation as of the date of the Merger. |
In connection with responding to the Comment Letter, we acknowledge that:
| • | ARCA 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 |
| • | ARCA 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. |
We trust this letter is fully responsive to the Comment Letter. Please do not hesitate to contact me if you have any questions relative to this matter.
| Very truly yours, |
| /s/ Patrick M. Wheeler |
Patrick M. Wheeler, Chief Financial Officer |
| cc: | Brent D. Fassett, Cooley LLP |
| Michael R. Bristow, President and Chief Executive Officer |
| Christopher D. Ozeroff, Senior Vice President and General Counsel |
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