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) August 13, 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 2.02Results of Operations and Financial Condition

On August 13, 2009, Manhattan Bancorp issued a press release in which it released its financial condition as of June 30, 2009. Also announced were the results of operations for the second quarter ended June 30, 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 9.01Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release, dated August 13, 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: August 14, 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 TOTAL ASSETS IN EXCESS OF $100 MILLION AT JUNE 30, 2009

LOS ANGELES, CA — August 13, 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 $103.8 million at June 30, 2009, growth of 73% year over year.  Net loans outstanding grew to $71.2 million, representing an annual increase of 70%. Funding for the loan growth came primarily from an increase in deposits which totaled $59.7 million at June 30, 2009, representing an increase of 72% from the June 30, 2008 level.

“Bank of Manhattan’s strong capital base sets us apart from many of our competitors and has allowed the Bank to sustain its growth rate,” stated Jeffrey M. Watson, President and Chief Executive Officer. “By maintaining a solid capital base and a strong balance sheet, we are in a good position to capitalize on the current market environment and support future deposit and loan growth, while providing security to our customers and prospects.”

At June 30, 2009, the Company’s shareholder equity was $31.9 million. The total risk-based capital ratio of 40% stands well above the regulatory definition of “Well Capitalized” level of 10%. Additionally, asset quality remains strong, with no loans more than 30 days past due, no non-performing assets and no Other Real Estate Owned.

The provision for loan losses during the quarter was $454 thousand, compared to $163 thousand in the Second Quarter of 2008 and $174 thousand for the First Quarter of 2009. As part of the ongoing monthly analysis of loan loss reserves, the Bank recognized recent changes in the ultimate collectability of some of its loans, even those that were still performing as agreed. Among those loans, the Bank charged off certain loans totaling approximately $513 thousand as of June 30, 2009. The resultant loan loss reserve, which represents 1.51% of total loans outstanding, is a level that reflects the Banks analysis of the risks within the portfolio at June 30, 2009.

As is anticipated for a company in the initial operating stages, Manhattan Bancorp reported a net loss of $1,454,000 for the quarter ended June 30, 2009. Included in the second quarter expenses are the $39 thousand special FDIC assessment, $272 thousand in other non-cash expenses as well as the aforementioned $454 thousand provision to the allowance for loan losses.

In spite of the challenging interest rate environment, net interest income before provision for loan loss improved 27% over the prior quarter. This was due to a lower cost of deposits, driven by non-interest bearing demand deposits which accounted for over 33% of total deposits, combined with increased interest income which was a result of the loan growth experienced in the quarter.

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
	Jun. 30,			Mar. 31,			Dec. 31,			Sep. 30,			Jun. 30,
(In thousands)	2009			2009			2008			2008			2008
Balance Sheet - At Period End
Cash and due from banks	$	2,148		$	15,848		$	19,710		$	764		$	1,432
Investments and fed funds sold	27,114			17,085			12,603			19,898			13,760
Net loans	71,154			60,810			56,467			47,994			41,769
Other assets	3,419			3,478			3,260			3,150			3,106
Total Assets	$	103,835		$	97,221		$	92,040		$	71,806		$	60,067
Non-interest-bearing deposits	$	19,767		$	15,423		$	15,379		$	13,124		$	12,290
Interest-bearing deposits	39,884			36,468			32,612			33,951			22,437
Other borrowings	11,500			11,500			9,500			4,500			4,500
Other liabilities	785			586			261			564			447
Stockholders’ equity	31,899			33,244			34,288			19,667			20,393
Total Liabilities and Shareholders’ Equity	$	103,835		$	97,221		$	92,040		$	71,806		$	60,067
Income Statement
Interest income (not tax-equivalent)	$	1,109		$	951		$	909		$	909		$	696
Interest expense	179			216			248			310			140
Net interest income	930			735			661			599			556
Provision for loan losses	454			174			275			102			163
Net interest income after provision for loan losses	476			561			386			497			393
Non-interest income	34			17			11			18			11
Non-interest expense	1,964			1,811			1,498			1,513			1,557
Net Loss	$	(1,454	)	$	(1,233	)	$	(1,101	)	$	(998	)	$	(1,153	)
Return on average assets	-6.53		%	-5.71		%	-5.98		%	-5.07		%	-8.92		%
Return on average equity	-17.75		%	-14.75		%	-21.73		%	-19.85		%	-22.84		%
Per share:
Net loss - basic	$	(0.36	)	$	(0.31	)	$	(0.42	)	$	(0.38	)	$	(0.46	)
Weighted average shares used	3,988			3,988			2,646			2,616			2,528
Book value per common share at period end	$	7.61		$	7.94		$	8.21		$	7.52		$	7.80
Ending shares	3,988			3,988			3,988			2,616			2,616
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	1.51		%	1.85		%	1.70		%	1.44		%	1.41		%
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