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 18, 2010

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):

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

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

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

oPre-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 18, 2010, Manhattan Bancorp issued a press release in which it released its financial condition as of March 31, 2010. Also announced were the results of operations for the first quarter ended March 31, 2010.  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” for 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, except 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 18, 2010

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 20, 2010	By:	/s/ Dean Fletcher
		Dean Fletcher
		Executive Vice President & Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Contact Information:

Deepak Kumar	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 CONTINUED GROWTH IN CORE DEPOSITS AND LOANS AT MARCH 31, 2010

LOS ANGELES, CA — May 18, 2010 — Manhattan Bancorp (“Company”) (OTCBB: MNHN), the holding company of Bank of Manhattan, N. A. (“Bank”), a national bank, and MBFS Holdings, Inc., which owns a majority interest in Banc of Manhattan Capital, LLC, announced today strong growth in loans and core deposits, along with an improvement in its net interest margin for the period ended March 31, 2010.

FINANCIAL HIGHLIGHTS

(as of, or for the periods ended March 31, 2010, compared to March 31, 2009)

·Total loans grew 38% to $85 million.

·Deposits increased 95% to $101 million, with non-interest bearing deposits reaching $31 million, or 30% of total deposits.

·Credit quality remains strong with no past-due loans, no non-performing loans and no Other Real Estate Owned.

·The Allowance for Loan and Lease Losses represented 1.74% of total outstanding loans as of March 31, 2010 compared with 1.85% of total outstanding loans as of March 31, 2009.

·The quarterly net interest margin for the first quarter of 2010 expanded to 3.99% compared to 3.60% for the first quarter of 2009.

·Capital ratios exceed the levels required to be considered “well-capitalized” under generally applicable regulatory guidelines (the highest level determined by the regulatory agencies), with a Total Risk-Based Capital Ratio of 30%, Tier 1 Risk-Based Capital Ratio of 28% and Tier 1 Leverage Ratio of 20%.

·Banc of Manhattan Capital achieved profitability in the first quarter.

“The Company is off to a good start in 2010.  The Bank grew its loans base during the first quarter by 7% to $85 million.  During that same period, core deposits grew 13%. The Bank continues to benefit from its strong capital base and healthy balance sheet, focusing on improving its core competency, investing in necessary infrastructure and exploring varied ways to meet customer needs and drive operational efficiencies,” said Deepak Kumar, the Company President and Chief Executive Officer.

At March 31, 2010, the Company had $134 million in assets and $27 million in shareholders’ equity, while reporting $1.3 million in losses for the quarter.  The Bank continues to take a conservative approach by growing the loan loss reserve in the continued uncertain times.  During this period, the Company increased its loan loss reserves to 1.74% by adding $370,000 to the provision for loan losses.  It also incurred a one-time charge attributable to the transition of the Company’s new CEO.  Despite that,

the Company achieved positive cash flow for the month of March, 2010 which is calculated by reducing the consolidated net loss by non-cash expenditures, primarily the loan loss provision, depreciation and amortization, and stock-based compensation. To better reflect the nature of its core business, management has changed the policy of using FHLB advances at the end of the quarter to increase assets.  The impact of this change reduced assets by approximately $8 million as of March 31, 2010.

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. At October 1, 2009, Manhattan Bancorp, through its wholly owned subsidiary, MBFS Holdings, Inc., acquired a 70% interest in Banc of Manhattan Capital, LLC, a full service mortgage-centric broker/dealer. 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, 2009 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)	2010			2009			2009			2009			2009
Balance Sheet - At Period End
Cash and due from banks	$	2,052		$	1,214		$	1,143		$	2,148		$	15,848
Investments and fed funds sold	43,288			67,558			33,770			27,114			17,085
Net loans	83,870			78,914			71,963			71,154			60,810
Other assets	5,150			4,629			3,394			3,419			3,478
Total Assets	$	134,360		$	152,315		$	110,270		$	103,835		$	97,221
Non-interest-bearing deposits	$	30,810		$	29,647		$	20,908		$	19,767		$	15,423
Interest-bearing deposits	70,211			81,273			47,845			39,884			36,468
Other borrowings	4,500			12,000			11,500			11,500			11,500
Other liabilities	1,555			993			876			785			586
Stockholders’ equity, including minority interest	27,284			28,402			29,141			31,899			33,244
Total Liabilities and Shareholders’ Equity	$	134,360		$	152,315		$	110,270		$	103,835		$	97,221
Income Statement
Interest income (not tax-equivalent)	$	1,576		$	1,338		$	1,204		$	1,109		$	951
Interest expense	289			251			200			179			216
Net interest income	1,287			1,087			1,004			930			735
Provision for loan losses	370			84			469			454			174
Net interest income after provision for loan losses	917			1,003			535			476			561
Non-interest income	1,744			921			47			34			17
Non-interest expense	3,902			3,009			1,856			1,964			1,811
Net Loss, excluding minority interest	$	(1,318	)	$	(1,074	)	$	(1,274	)	$	(1,454	)	$	(1,233	)
Return on average assets	-3.90		%	-3.57		%	-5.15		%	-6.53		%	-5.71		%
Return on average equity	-19.16		%	-14.79		%	-16.14		%	-17.75		%	-14.75		%
Net interest margin	3.99		%	3.79		%	4.26		%	3.37		%	3.60		%
Per share:
Net loss -Manhattan Bancorp shareholders- basic	$	(0.33	)	$	(0.27	)	$	(0.32	)	$	(0.36	)	$	(0.31	)
Weighted average shares used	3,988			3,988			3,988			3,988			3,988
Book value per common share at period end	$	6.75		$	7.05		$	7.31		$	7.61		$	7.94
Ending shares	3,988			3,988			3,988			3,988			3,988
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	1.74		%	1.50		%	1.50		%	1.51		%	1.85		%
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