8-K

MANHATTAN BANCORP

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): January 31, 2011

MANHATTAN BANCORP

(Exact name of registrant as specified in its charter)

California	333-140448	20-5344927
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
2141 Rosecrans Avenue, Suite 1160 El Segundo, California		90245
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (310) 606-8000

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:

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 January 31, 2011, Manhattan Bancorp (the “Company”) issued a press release in which it released its financial condition as of December 31, 2010.  Also announced were the results of operations for the fourth quarter ended December 31, 2010.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly stated by specific reference in such filing.

Item 9.01.              Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 31, 2011

SIGNATURES

Pursuant to the requirements of the Securities 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
	(Registrant)
February 2, 2011	By:	/s/ DEAN FLETCHER
		Dean Fletcher
		Executive Vice President and Chief Financial Officer

2

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated January 31, 2011.

3

EX-99.1

Exhibit 99.1

MANHATTAN BANCORP

Contact Information:
Terry L. Robinson	Dean Fletcher
President /Chief Executive Officer	Executive Vice President/Chief Financial Officer
Phone: (310) 606-8080	Phone: (310) 606-8000
Fax: (310) 606-8090	Fax: (310) 606-8090

MANHATTAN BANCORP REPORTS FINANCIAL RESULTS FOR QUARTER AND YEAR ENDED DECEMBER 31, 2010

LOS ANGELES, CA — January 31, 2011 — Manhattan Bancorp (“Company”) (OTCBB: MNHN), the holding company of Bank of Manhattan, N. A. (“Bank”), and MBFS Holdings, Inc., which owns a majority interest in Manhattan Capital Markets LLC, announced today its financial results for the quarter and year ended December 31, 2010, reflecting sound growth, an improving deposit mix, increasing net interest margin and continued excellent asset quality in 2010.

FINANCIAL HIGHLIGHTS FOR THE YEAR

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

·Total assets ended the year at $152.9 million.

·Total deposits increased 10.2%, to $122 million, while demand deposits and money market accounts increased 64.1%, to $84.6 million.

·Total loans outstanding increased 15.8% to $92.7 million

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

·The Allowance for Loan and Lease Losses represented 2.02% of total outstanding loans as of December 31, 2010 compared with 1.50% of total outstanding loans as of December 31, 2009.

·Annual net interest margin expanded to 4.43% for 2010 compared to 4.00% for 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 25.3%, Tier 1 Risk-Based Capital Ratio of 24.0% and Tier 1 Leverage Ratio of 18.1%.

President & Chief Executive Officer Terry L. Robinson, who assumed the lead position at Manhattan Bancorp and Bank of Manhattan effective January 1, 2011, stated “We are beginning the year with a proven team of professional bankers that have the ability to enable small businesses and professionals based in the South Bay region of Los Angeles County to experience the benefits of banking with a financially sound community bank committed to delivering superior service.”

“While the Company reported losses again in 2010, our loan quality and capital remain strong and we are confident we have the infrastructure and leadership in place to report improving trends in operating results going forward.  Our rather unique company structure that affiliates a community bank containing a significant retail mortgage division with a broker-dealer has taken more time to assemble than originally anticipated, but we believe the Company is now positioned to  benefit from the synergies we envisioned,” stated Board Chairman Grant Couch.

At December 31, 2010, the Company’s shareholder equity, including minority interest, was $24.3 million. The allowance for loan losses was $1,877,133 as of December 31, 2010, compared to $1,202,494 as of December 31, 2009. The Bank continues to take a very proactive approach in the recognition of any potential losses within the loan portfolio. The Company reported a net loss of $1,316,000 for the quarter ended December 31, 2010 and $4,610,000 for the year 2010.

The Bank, which opened for business on August 15, 2007, is a full service bank headquartered in the South Bay area of Los Angeles, California.  The Bank’s primary focus is relationship banking and residential mortgages to entrepreneurs, family-owned and closely-held middle market businesses, real estate investors and professional service firms. The Company, through its wholly owned subsidiary, MBFS Holdings, Inc., also owns a majority interest in Manhattan Capital Markets LLC.  Manhattan Capital Markets LLC is a holding company for multiple wholly-owned subsidiaries, including BOM 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, mortgage-centric financing and investment opportunities, the associated 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 the Company’s operating results, ability to attrac t deposit and loan customers, mortgage-centric financing and investment opportunities, 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 Subsidiaries

(Unaudited)

	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
	Dec 31,			Sep 30,			Jun 30,			Mar 31,			Dec 31,
(In thousands)	2010			2010			2010			2010			2009
Balance Sheet - At Period End
Cash and due from banks	$	1,872		$	1,703		$	2,144		$	2,052		$	1,214
Investments and Fed funds sold	55,465			46,215			27,736			43,288			67,558
Net loans	90,871			81,478			84,574			83,870			78,914
Other assets	4,740			5,212			4,707			5,150			4,629
Total Assets	$	152,948		$	134,608		$	119,161		$	134,360		$	152,315
Non-interest-bearing deposits	$	52,894		$	29,785		$	29,697		$	30,810		$	29,647
Interest-bearing deposits	69,351			72,373			57,009			70,211			81,273
Other borrowings	4,500			4,500			4,500			4,500			12,000
Other liabilities	1,873			2,306			1,776			1,555			993
Stockholders’ equity, including minority interest	24,330			25,644			26,179			27,284			28,402
Total Liabilities and Shareholders’ Equity	$	152,948		$	134,608		$	119,161		$	134,360		$	152,315
Income Statement
Interest income (not tax-equivalent)	$	1,639		$	1,644		$	1,659		$	1,576		$	1,338
Interest expense	228			242			243			289			251
Net interest income	1,411			1,402			1,416			1,287			1,087
Provision for loan losses	—			150			207			370			84
Net interest income after provision for loan losses	1,411			1,252			1,209			917			1,003
Non-interest income	1,878			2,480			1,646			1,744			1,149
Non-interest expense, including taxes	4,603			2,599			4,131			3,902			3,237
Net Loss, excluding minority interest	$	(1,314	)	$	(867	)	$	(1,276	)	$	(1,241	)	$	(1,085	)
Return on average assets	-3.73		%	-2.65		%	-3.74		%	-3.90		%	-3.57		%
Return on average equity	-21.18		%	-13.45		%	-18.03		%	-19.16		%	-14.79		%
Net interest margin	4.43		%	4.46		%	4.84		%	3.99		%	3.79		%
Per share:
Net loss -Manhattan Bancorp shareholders- basic	$	0.30		$	(0.22	)	$	(0.32	)	$	(0.33	)	$	(0.27	)
Weighted average shares used	3,988			3,988			3,988			3,988			3,988
Book value per common share at period end	$	6.05		$	6.35		$	6.49		$	6.75		$	7.05
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	2.02		%	2.24		%	1.96		%	1.74		%	1.50		%
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