8-K

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  May 15, 2009

MANHATTAN BANCORP

(Exact name of registrant as specified in its charter)

California	333-140448	20-5344927
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employee
of incorporation or organization)		Identification No.)

2141 Rosecrans Avenue, Suite 1160

El Segundo, California 90245

(Address of principal executive offices)

(Zip code)

(310) 606-8000

(Registrant’s telephone number including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02               Results of Operations and Financial Condition

On May 15, 2009, Manhattan Bancorp issued a press release in which it released its financial condition as of March 31, 2009. Also announced were the results of operations for the first quarter ended March 31, 2009.   A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Report on Form 8-K is furnished pursuant to Item 12 and shall not be deemed “filed” purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, expect as shall be expressly set forth by specific reference in such filing.

Item 9.01               Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release, dated May 15, 2009

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MANHATTAN BANCORP
Dated: May 18, 2009	By:	/s/ Dean Fletcher
		Dean Fletcher
		Executive Vice President &
		Chief Financial Officer

2

EX-99.1

EXHIBIT 99.1

Contact Information:

Jeffrey M. Watson	Dean Fletcher
President/Chief Executive Officer	Executive Vice President/Chief Financial Officer
Phone: (310) 606-8000	Phone: (310) 606-8000
Fax: (310) 606-8090	Fax: (310) 606-8090

MANHATTAN BANCORP REPORTS BALANCE SHEET STRENGTH AND GROWTH AT MARCH 31, 2009

LOS ANGELES, CA — May 15, 2009 — Manhattan Bancorp (“Company”) (OTCBB: MNHN), the holding company of Bank of Manhattan, N. A. (“Bank”), a national bank, announced that total assets increased to $97.2 million at March 31, 2009, growth in excess of 100% since March 31, 2008.  Net loans outstanding grew to $60.8 million, representing an annual increase of 91%. Funding for the loan growth came primarily from an increase in deposits which totaled $51.9 million at March 31, 2009, representing an increase of 86% from the March 31, 2008 level.

“We are very pleased with our ability to continue our organic growth in these challenging times” stated Jeffrey M. Watson, President and Chief Executive Officer. “With our solid capital base and strong balance sheet, we are in a good position to capitalize on current market uncertainties and further accelerate our business plan.”

At March 31, 2009, the Company’s shareholder equity was $33,244,000 and the total risk-based capital ratio of 50% stands well above the regulatory definition of “Well Capitalized” level of 10%. Additionally, the loan portfolio continues to perform in a solid manner with no past dues, no non-performing loans and no Other Real Estate Owned. While no single loan category represents over 51% of the outstanding portfolio, the largest component, real estate related loans (consisting of multi-family, owner user and investor commercial and industrial real estate) is conservatively underwritten with a weighted average loan to value ratio of under 50% and a debt service coverage ratio of 1.75%.

As is anticipated for a company in the initial operating stages, Manhattan Bancorp reported a net loss of $1,233,000 for the quarter ended March 31, 2009. Included in the first quarter expenses are $196,000 in non-cash compensation expense and $174,000 provision to the allowance for loan losses. In spite of the challenging interest rate environment, net interest income before provision for loan loss improved 11% over the prior quarter due to a lower cost of deposits combined with increased interest income as a result of loan growth experienced in the quarter. At March 31, 2009, the loan loss reserve represented 1.85% of gross outstanding loans. As previously stated, the Bank had no non-performing assets or loans over 30 days past due at March 31, 2009.

Bank of Manhattan, which opened for business on August 15, 2007, is a full service bank headquartered in the South Bay area of Los Angeles, California. Bank of Manhattan’s primary focus is relationship banking to entrepreneurs, family-owned and closely-held middle market businesses, real estate investors and professional service firms. Additional information is available at www.BankManhattan.com.

FORWARD LOOKING STATEMENTS

Certain matters discussed in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward looking statements relate to the Company’s current expectations regarding deposit and loan growth, operating results and the strength of the local economy.  These forward looking statements are subject to certain risks and uncertainties that

could cause the actual results, performance or achievements to differ materially from those expressed, suggested or implied by the forward looking statements.  These risks and uncertainties include, but are not limited to: (1) the impact of changes in interest rates, a decline in economic conditions and increased competition among financial service providers on Bank of Manhattan’s operating results, ability to attract deposit and loan customers and the quality of Bank of Manhattan’s earning assets; (2) government regulation; and (3) the other risks set forth in the Company’s December 31, 2008 10-K, ITEM 1A. Risk Factors filed with the Securities and Exchange Commission.  The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

Financial Data-Manhattan Bancorp and Subsidiary

(Unaudited)

	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
	Mar. 31,			Dec. 31,			Sep. 30,			Jun. 30,			Mar. 31,
(In thousands)	2009			2008			2008			2008			2008
Balance Sheet - At Period End
Cash and due from banks	$	15,848		$	19,710		$	764		$	1,432		$	749
Investments and fed funds sold	17,085			12,603			19,898			13,760			12,915
Net loans	60,810			56,467			47,994			41,769			31,758
Other assets	3,478			3,260			3,150			3,106			3,104
Total Assets	$	97,221		$	92,040		$	71,806		$	60,067		$	48,526
Non-interest-bearing deposits	$	15,423		$	15,379		$	13,124		$	12,290		$	8,582
Interest-bearing deposits	36,468			32,612			33,951			22,437			19,279
Other borrowings	11,500			9,500			4,500			4,500			—
Other liabilities	586			261			564			447			351
Stockholders’ equity	33,244			34,288			19,667			20,393			20,314
Total Liabilities and Shareholders’ Equity	$	97,221		$	92,040		$	71,806		$	60,067		$	48,526
Income Statement
Interest income (not tax-equivalent)	$	951		$	909		$	909		$	696		$	560
Interest expense	216			248			310			140			130
Net interest income	735			661			599			556			430
Provision for loan losses	174			275			102			163			166
Net interest income after provision for loan losses	561			386			497			393			264
Non-interest income	17			11			18			11			13
Non-interest expense	1,811			1,498			1,513			1,557			1,444
Net Loss	$	(1,233	)	$	(1,101	)	$	(998	)	$	(1,153	)	$	(1,167	)
Return on average assets	-5.71		%	-5.98		%	-5.07		%	-8.92		%	-10.73		%
Return on average equity	-14.75		%	-21.73		%	-19.85		%	-22.84		%	-22.54		%
Per share:
Net loss - basic	$	(0.31	)	$	(0.42	)	$	(0.38	)	$	(0.46	)	$	(0.47	)
Weighted average shares used	3,988			2,646			2,616			2,528			2,487
Book value per common share at period end	$	7.94		$	8.21		$	7.52		$	7.80		$	8.17
Ending shares	3,988			3,988			2,616			2,616			2,487
Assets Quality & Capital - At Period-End
Non-accrual loans	$	—		$	—		$	—		$	—		$	—
Loans past due 90 days or more	—			—			—			—			—
Other real estate owned	—			—			—			—			—
Total non-performing loans	$	—		$	—		$	—		$	—		$	—
Allowance for loan loss/total gross loans	1.85		%	1.70		%	1.44		%	1.41		%	1.35		%
Non-accrual loans /total gross loans	N/A			N/A			N/A			N/A			N/A
Non-performing assets to total assets	N/A			N/A			N/A			N/A			N/A