UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

( Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 3 0 , 20 10
or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________________________ to _____________________________________

Commission File Number: 00 0 - 25991

MANHATTAN BRIDGE CAPITAL , INC.
(Exact name of registrant as specified in its charter)

New York
11-3474831
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

192 Lexington Avenue, New York, New York 10016
(Address of principal executive offices)

(212) 489-6800
(Registrant’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes  ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes  ¨   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes  x No

As of August 3, 2010, the Issuer had a total of 3,324,459 shares of Common Stock, $.001 par value, outstanding.

 
 

 

MANHATTAN BRIDGE CAPITAL, INC.
TABLE OF CONTENTS

   
Page
Number
Part I                  FINANCIAL INFORMATION
     
Item 1.
Consolidated Financial Statements
 
     
 
Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009
2
     
 
Consolidated Statements of Operations for the Three and Six Month Periods Ended June 30, 2010 and 2009
3
     
 
Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 2010 and 2009
4
     
 
Notes to Consolidated Financial Statements
5
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
10
     
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
14
     
Item 4.
Controls and Procedures
14
     
Part II
OTHER INFORMATION
 
     
Item 6.
Exhibits
14
     
SIGNATURES
 
15
     
EXHIBITS
 
E-1
 
(i)

 
PART I.          FINANCIAL INFORMATION
 
Item 1.           CONSOLIDATED FINANCIAL STATEMENTS

 
1

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

   
June 30, 2010
   
December 31,2009
 
   
(Unaudited)
   
(Audited)
 
             
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 278,415     $ 707,449  
Investment in marketable securities
          404,268  
Total cash and cash equivalents and investment in marketable securities
    278,415       1,111,717  
                 
Short term loans
    7,706,700       6,476,621  
Interest receivable on short term loans
    69,072       60,207  
Other current assets
    111,719       26,568  
Total current assets
    8,165,906       7,675,113  
                 
Property and equipment, net
    3,942       5,458  
Security deposit
    17,515       17,515  
Investment in privately held company, at cost
    100,000       100,000  
                 
Total assets
  $ 8,287,363     $ 7,798,086  
                 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Lines of credit
  $ 300,000     $  
Accounts payable and accrued expenses
    40,919       77,768  
Deferred origination fees
    56,892       102,751  
Income taxes payable
    188,742       162,182  
Total current liabilities
    586,553       342,701  
                 
Commitments and contingencies Shareholders’ equity:
               
                 
Preferred shares - $.01 par value; 5,000,000 shares authorized; no shares issued
           
Common shares - $.001 par value; 25,000,000 authorized; 3,405,190 issued and 3,324,459 outstanding
    3,405       3,405  
Additional paid-in capital
    9,550,477       9,476,762  
Treasury stock, at cost- 80,731 shares
    (241,400 )     (241,400 )
Accumulated other comprehensive income
          123,823  
Accumulated deficit
    (1,611,672 )     (1,907,205 )
Total shareholders’ equity
    7,700,810       7,455,385  
                 
Total liabilities and shareholders’ equity
  $ 8,287,363     $ 7,798,086  

The accompanying notes are an integral part of these consolidated financial statements.

 
2

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
   
Three Months
Ended June 30,
   
Six Months 
Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
                         
Interest income from short term loans
  $ 259,661     $ 203,917     $ 495,864     $ 397,615  
Origination fees
    55,368       45,666       110,339       83,945  
Total Revenue
    315,029       249,583       606,203       481,560  
                                 
Operating costs and expenses:
                               
Interest expense on lines of credit used
    9,593             14,727        
General and administrative expenses
    182,451       171,840       324,527       305,103  
Total operating costs and expenses
    192,044       171,840       339,254       305,103  
                                 
Income from operations
    122,985       77,743       266,947       176,457  
                                 
Interest and dividend income
    824       6,614       4,167       15,838  
Realized loss on marketable securities
          (5,940 )           (5,940 )
Realized gain on marketable securities that were previously marked down
    96,132       18,658       151,419       18,658  
Total other income
    96,956       19,332       155,586       28,556  
                                 
Income from operations before income tax expense
    219,941       97,075       422,533       205,013  
Income tax expense
    (65,000 )     (37,074 )     (127,000 )     (59,403 )
Net Income
  $ 154,941     $ 60,001     $ 295,533     $ 145,610  
                                 
Basic and diluted net income per common share outstanding:
                               
—Basic
  $ 0.05     $ 0.02     $ 0.09     $ 0.04  
—Diluted
  $ 0.05     $ 0.02     $ 0.09     $ 0.04  
                                 
Weighted average number of common shares outstanding
                               
—Basic
    3,324,459       3,325,760       3,324,459       3,325,760  
—Diluted
    3,370,329       3,328,942       3,368,096       3,325,980  

The accompanying notes are an integral part of these consolidated financial statements.

 
3

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

   
Six Months
Ended June 30,
 
   
2010
   
2009
 
Cash flows from operating activities:
           
Net Income
  $ 295,533     $ 145,610  
Adjustments to reconcile net income to net cash provided by operating activities -
               
Depreciation
    1,516       2,445  
Non cash compensation expense
    45,754       45,659  
Realized loss on sale of marketable securities
          5,940  
Realized gain on sale of marketable securities that were previously marked down
    (151,419 )     (18,658 )
Changes in operating assets and liabilities:
               
Interest receivable on short term loans
    (8,865 )     (12,022 )
Other current and non current assets
    (85,151 )     (27,846 )
Accounts payable and accrued expenses
    (8,888 )     (36,316 )
Deferred origination fees
    (45,859 )     44,859  
Income tax payable
    26,560       51,078  
Net cash provided by operating activities
    69,181       200,749  
                 
Cash flows from investing activities:
               
Proceeds from sale of marketable securities, auction rate securities and annuity contract
    431,864       187,834  
Issuance of short term and long term loans
    (2,936,500 )     (4,058,604 )
Collection received from short term loans
    1,706,421       2,724,487  
Net cash used in investing activities
    (798,215 )     (1,146,283 )
                 
Cash flows from financing activities:
               
Use of lines of credit
    300,000       158,028  
Net cash provided by financing activities
    300,000       158,028  
                 
Net decrease in cash
    (429,034 )     (787,506 )
Cash and cash equivalents, beginning of the year
    707,449       884,296  
Cash and cash equivalents, end of period
  $ 278,415     $ 96,790  
                 
Supplemental Cash Flow Information:
               
Interest paid during the period
  $ 14,727     $ 72  
Taxes paid during the period
  $ 100,440     $ 8,325  
Non-cash   investing and financing activities
               
Forgiveness of debt
  $ 27,961     $  

The accompanying notes are an integral part of these consolidated financial statements.

 
4

 

MANHATTAN BRIDGE CAPITAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
 
1. 
THE COMPANY
 
The accompanying unaudited consolidated financial statements of Manhattan Bridge Capital, Inc., a New York corporation, and its consolidated subsidiaries DAG Funding Solutions, Inc., a wholly-owned subsidiary and a New York corporation, and DAG Interactive, Inc. (“DAG Interactive”), a 80% owned subsidiary and a Delaware corporation (collectively referred to herein as “Manhattan Bridge Capital” “we”, “us” “our” or “the Company”) have been prepared by  the Company in accordance with U.S. generally accepted accounting principles for interim financial information and with instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.  However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2009 and the notes thereto included in the Company’s Form 10-K.  Results of consolidated operations for the interim period are not necessarily indicative of the operating results to be attained in the entire fiscal year. All material intercompany accounts and transactions have been eliminated.
 
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual amounts could differ from those estimates.
 
The Company provides short term, secured, non–banking commercial loans, to small businesses.    
 
The Company recognizes revenues in accordance with ASC 605, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery of the product has occurred or services have been rendered, (iii) the sales price charged is fixed or determinable, and (iv) collectibility is reasonably assured.
 
Interest income from short term commercial loans is recognized, as earned, over the loan period.
 
Origination fee revenue on short term commercial loans is amortized over the term of the respective note.
 
Marketable securities are reported at fair value and are classified as available-for-sale. Unrealized gains and losses from those securities are reported as a separate component of shareholders’ equity, net of the related tax effect. Realized gains and losses are determined on a specific identification basis. Additionally, the   Company assesses whether an other-than-temporary impairment loss on the investments has occurred due to declines in fair value or other market conditions. Declines in fair value that are considered other than temporary, if any, are recorded as charges in the Consolidated Statements of Operations. The Company did not record an impairment loss on marketable securities for the three and six month periods ended June 30, 2010 and 2009.

 
5

 
 
Effective January 1, 2008, the Company adopted the ASC 820, Fair Value Measurements, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
 
Level 1—Quoted prices in active markets.
 
Level 2—Observable inputs other than quoted prices in active markets that are either directly or indirectly observable.
 
Level 3—Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
 
Cash equivalents and investment instruments are classified within Level 1 or Level 2 of the fair value hierarchy.   The Company’s Level 1 investments are valued using quoted market prices in active markets.   The Company’s Level 2 investments are valued using broker or dealer quotations for similar assets and liabilities.   As of June 30, 2010 and December 31, 2009 the Company’s Level 1 investments consisted of cash, money market accounts and marketable securities in the amount of approximately $278,000 and $1,112,000, respectively, and were recorded as cash and cash equivalents and marketable securities in the Company’s consolidated balance sheets.
 
We have evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through August 3, 2010, the day the financial statements were issued.
 
2. 
RECENT TECHNICAL ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued “The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles” under ASC 105. ASC 105 establishes the FASB Standards Accounting Codification as the source of authoritative U.S. generally accepted accounting principles recognized by the FASB to be applied to nongovernmental entities and rules and interpretive releases of the SEC as authoritative GAAP for SEC registrants. The Codification supersedes all the existing non-SEC accounting and reporting standards upon its effective date and subsequently, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. The adoption of this new standard did not have a material effect on the Company’s disclosures of the consolidated financial statements.
 
In August 2009, the FASB issued an update to ASC 820. This Accounting Standards Update (“ASU”) No. 2009-5, Measuring Liabilities at Fair Value (“ASU 2009-5”) amends the provisions in ASC 820 related to the fair value measurement of liabilities and clarifies for circumstances in which a quoted price in an active market for the identical liability is not available. ASU 2009-5 is intended to reduce potential ambiguity in financial reporting when measuring the fair value of liabilities. ASU 2009-5 is effective for the Company in the first quarter of fiscal year 2010. ASU 2009-5 concerns disclosure only. The adoption of ASU 2009-5 did not have a material effect on the Company’s consolidated financial statements.

 
6

 

In December 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-17, which codifies SFAS No. 167, Amendments to FASB Interpretation No. 46(R) issued in June 2009. ASU 2009-17 requires a qualitative approach to identifying a controlling financial interest in a variable interest entity (“VIE”), and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. ASU 2009-17 is effective for annual reporting periods beginning after November 15, 2009. The Company believes that the adoption of ASU 2009-17 will not have a material effect on its consolidated financial statements.
 
In January 2010, the FASB issued ASU 2010-6, Improving Disclosures About Fair Value Measurements, which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair- value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. The Company believes that the adoption of ASU 2010-6 will not have a material effect on its consolidated financial statements.
 
Management does not believe that any other recently issued, but not yet effected, accounting standards if currently adopted would have a material effect on the Company’s consolidated financial statements.
 
3. 
SHORT TERM COMMERCIAL LOANS
 
At June 30, 2010, we were committed to an additional $982,000 in construction loans that can be drawn by the borrower when certain conditions are met.
 
At June 30, 2010, approximately $900,000 of the loans outstanding are due from three different entities that are all owned by the same individual, which represents more than 10% of the total balance of the loans outstanding.
 
In addition at June 30, 2010, the Company had made loans to four borrowers in the aggregate amount of $1,342,500. One individual holds a fifty percent interest in each of the borrowers. The individual has no relationship to any of the officers or directors of the Company.
 
4. 
EARNINGS PER SHARE OF COMMON STOCK
 
Basic and diluted earnings per share are calculated in accordance with ASC 260 “Earnings Per Share”. Under ASC 260, basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the potential dilution from the exercise of stock options and warrants for common shares using the treasury stock method. The numerator in calculating both basic and diluted earnings per common share for each period is the reported net income.

 
7

 
 
The denominator is based on the following weighted average number of common shares:

   
Three Months
Ended June 30,
   
Six Months
Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
Basic
    3,324,459       3,325,760       3,324,459       3,325,760  
Incremental shares for assumed conversion of options
    45,870       3,182       43,637       220  
Diluted
    3,370,329       3,328,942       3,368,096       3,325,980  

For the three and six month periods ended June 30, 2010 584,797, and 587,030, stock options were not included in the diluted earnings per share calculation, respectively, as their effect would have been anti-dilutive.
 
For the three and six month periods ended June 30, 2009, 594,147 and 597,109,  stock options were not included in the diluted earnings per share calculation, respectively,  as their effect would have been anti-dilutive.
 
5. 
STOCK – BASED COMPENSATION
 
The Company measures and recognizes compensation awards for all stock option grants made to employees and directors, based on their fair value in accordance with ASC 718 “Compensation- Stock Compensation”, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. A key provision of this statement is to measure the cost of employee services received in exchange for an award of equity instruments (including stock options) based on the grant-date fair value of the award. The cost will be recognized over the service period during which an employee is required to provide service in exchange for the award (i.e., the requisite service period or vesting period). The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC 505-50, “Equity Based Payment to Non-Employees”. All transactions with non-employees, in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more appropriately measurable.
 
Share based compensation expense recognized under ASC 718 for the three and six months ended June 30, 2010 were $36,147 and $45,755, respectively. Share based compensation expense recognized under ASC 718 for the three and six months ended June 30, 2009 were $30,676 and $45,659, respectively.
 
The exercise price of options granted under our stock option plan may not be less than the fair market value on the date of grant.  The options may vest over a period not to exceed ten years.  Stock options under our stock option plan may be awarded to officers, key-employees, consultants and non-employee directors of the Company.  Under our stock option plan, every non-employee director of the Company is granted 7,000 options upon first taking office, and then 7,000 upon each additional year in office. The objectives of our stock option plan include attracting and retaining key personnel, providing for additional performance incentives and promoting the success of the Company by increasing the efforts of such officers, employees, consultants and directors.  Our stock option plan is the only plan that the Company has adopted with stock options available for grant.

 
8

 

The fair value of each option is estimated on the date of grant using Black-Scholes option-pricing model with the following weighted-average share assumptions used for grants in 2010 and 2009, respectively: (1) expected life of 5 years; (2) no annual dividend yield; (3) expected volatility 62% to 73%; and (4) risk free interest rate of 1.5% to 2.7%.
 
The following summarizes stock option activity for the six month period ended June 30, 2010:
 
   
Shares
   
Weighted
Average
Exercise
Price
   
Weighted
Average
Remaining
Contractual
Term (in
years)
   
Aggregate
Intrinsic
Value
 
Outstanding at December 31, 2009
    699,000     $ 1.87              
Granted
    98,000       1.40              
Exercised
                       
Forfeited
    (70,000 )     4.47              
Outstanding at June 30, 2010
    727,000     $ 1.56       2.40     $ 599,283  
Vested and exercisable at June 30, 2010
    630,667     $ 1.63       2.13     $ 545,586  

The weighted-average fair value of each option granted during the three month periods ended June 30, 2010 and 2009, estimated as of the grant date using the Black-Scholes option valuation model, was $0.78 per option and $0.37 per option, respectively
 
6.    LINES OF CREDIT
 
The Company established a line of credit with Smith Barney.  The line of credit provides for maximum borrowings in the amount of up to 50% of the value of the Company's marketable securities held by Smith Barney.  This line bears interest at the prime rate minus .75%. During the first quarter of 2010 the Company used $158,434 from its line, which was paid during the second quarter of 2010. During the six month period ended June 30, 2009 the Company used $158,028 from its line, which amount remains outstanding as of June 30, 2009.
 
In addition, in September 2009, the Company established a line of credit with Valley National Bank. The line of credit provides for maximum borrowings in the amount of up to $300,000 and bears fixed interest at the rate of 9%. As of June 30, 2010, $300,000 is outstanding under this line.
 
7.    FORGIVENESS OF DEBT
 
On June 21, 2010 the board of directors of the Company decided to dissolve DAG Interactive.  In connection with such dissolution, the Company recorded forgiveness of debt in the amount of $27,961, for accounts payable due to a related party, as an increase in equity on its balance sheet.

 
9

 
 
Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis of our results of operations should be read in conjunction with our unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q. The discussion and analysis contains forward-looking statements based on current expectations that involve risks and uncertainties.  Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements .
 
We offer short-term secured commercial loans to small businesses.  Loans are secured by collateral such as real estate, receivables, and marketable securities and, generally, accompanied by personal guarantees from the principals of the businesses. The loans are generally for a term of one year. Most of the loans provide for receipt of interest only during the term of the loan and a balloon payment at the end of the term. For the three and six months ended June 30, 2010 the total amounts of $2,936,500 and $4,058,604, respectively have been lent, offset by collections received from borrowers, under the short term commercial loans in the amount of $1,706,421 and $2,724,487, respectively. Loans ranging in size from $50,000 to $1,020,000 were concluded at stated interest rates of 12% to 16%, but often at higher effective rates based upon points or other up-front fees.  We use our own employees, outside lawyers and other independent professionals to verify titles and ownership, to file liens and to consummate the transactions.   Outside appraisers are also employed to assist us in evaluating the worth of collateral.
 
To date, we have not experienced any defaults and none of the loans previously made have been non-collectable, although no assurances can be given that existing or future loans may not go into default or prove to be non-collectable in the future.
 
At June 30, 2010,  we were committed to an additional $982,000 in construction loans that can be drawn by the borrower when certain conditions are met.
 
On June 21, 2010 the board of directors of the Company decided to dissolve DAG Interactive.  In connection with such dissolution, the Company recorded forgiveness of debt in the amount of $27,961, for accounts payable due to a related party, as an increase in equity on its balance sheet.
 
Results of Operations
 
Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009
 
Revenue
 
Total revenues for the three month period ended June 30, 2010 were approximately $315,000 compared to approximately $250,000 for the three month period ended June 30, 2009, an increase of $65,000 or 26 %. The increase in revenue represents an increase in lending operations. For the three month period ended June 30, 2010, $260,000 of our revenues represent interest income on the short term secured commercial loans that we offer to small businesses compared to $204,000 for the same period in 2009, and $55,000 represents origination fees on such loans compared to $46,000 for the same period in 2009. Loans are secured by collateral such as real estate, receivables, and marketable securities and generally are accompanied by personal guarantees from the principals of the businesses.

 
10

 

Interest expense on lines of credit used
 
Interest expense on lines of credit used for the three month period ended June 30, 2010 was $10,000 compared to $0 for the three month period ended June 30, 2009. The increase in interest expense is due to use of the two lines of credit we established (See note 6) in order to increase our ability to make loans.
 
General and administrative costs
 
General and administrative expenses for the three month period ended June 30, 2010 were approximately $182,000 compared to approximately $172,000 for the three month period ended June 30, 2009. This increase is primarily attributable to an increase in payroll expense of approximately $12,000.
 
Other income
 
For the three month period ended June 30, 2010 we had other income in the amount of approximately $97,000, consisting mainly of the realized gain on the sale of marketable securities that were previously marked down in the amount of $96,000, compared to other income of approximately $19,000 for the three month period ended June 30, 2009 consisting mainly of dividend and interest income of approximately $7,000, a realized gain on the sale of marketable securities that were previously marked down of approximately $19,000, offset by realized losses on the sale of marketable securities in the amount of approximately $6,000.
 
Income tax expense
 
For the three month period ended June 30, 2010 we had income tax expense of approximately $65,000 compared to approximately $37,000 for the three month period ended June 30, 2009.
 
Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
 
Revenue
 
Total revenues for the six month period ended June 30, 2010 were approximately $606,000 compared to approximately $482,000 for the six month period ended June 30, 2009, an increase of $124,000, or 25.7%. The increase in revenue represents an increase in lending operations. Revenue of approximately $496,000 for the six month period ended June 30, 2010, compared to approximately $398,000 for the six month period ended June 30, 2009, represents interest income on the short term secured commercial loans that the Company offers to small businesses, and $110,000 represents origination fees on such loans compared to $84,000 for the same period in 2009. Loans are secured by collateral such as real estate, receivables, and marketable securities and generally are accompanied by personal guarantees from the principals of the businesses.
 
Interest expense on lines of credit used
 
Interest expense on lines of credit used for the six month period ended June 30, 2010 was approximately $15,000 compared to $0 for the six month period ended June 30, 2009. The increase in interest expense is due to use of the two lines of credit we established (See note 6) in order to increase our ability to make loans.

 
11

 

General and administrative costs
 
General and administrative expenses for the six month period ended June 30, 2010 were approximately $325,000 compared to approximately $305,000 for the six month period ended June 30, 2009. This increase is primarily attributable to an increase in payroll expense of approximately $23,000.
 
Other income
 
For the six month period ended June 30, 2010 we had other income in the amount of approximately $156,000, consisting mainly of the realized gain on the sale of marketable securities that were previously marked down of $151,000 and dividend and interest income of approximately $4,000, compared to other income of approximately $29,000 for the six month period ended June 30, 2009 consisting mainly of dividend and interest income of approximately $16,000, a realized gain on the sale of marketable securities that were previously marked down of approximately $19,000, offset by realized losses on the sale of marketable securities in the amount of approximately $6,000.
 
Income tax expense
 
For the six month period ended June 30, 2010 we had income tax expense of approximately $127,000 compared to approximately $59,000 for the six month period ended June 30, 2009.
 
Liquidity and Capital Resources
 
At June 30, 2010, we had cash and cash equivalents of approximately $278,000 and working capital of approximately $7,579,000 as compared to cash and cash equivalents and marketable securities of approximately $1,112,000 and working capital of $7,332,000 at December 31, 2009. The decrease in cash and cash equivalents and marketable securities primarily reflects the making of short term commercial loans in the total amount of $2,936,500, offset by proceeds of collection of these loans in the amount of $1,706,421 and the use of lines of credit in the amount of $300,000. The increase in working capital is primarily attributable to the net income of $295,533.
 
For the six month periods ended June 30, 2010 and 2009, net cash provided by operating activities were approximately $69,000 and $201,000, respectively. The decrease in net cash provided by operating activities primarily results from increase in realized gain on marketable securities that were previously marked down, a decrease in deferred origination fees and an increase in other current assets, offset by an increase in net income.
 
Net cash used in investing activities was approximately $798,000 for the six months ended June 30, 2010, compared to approximately $1,146,000 for the same period ended June 30, 2009. Net cash used in investing activities for the six month periods ended June 30, 2010 consisted primarily of short term commercial loans made in the amount of $2,936,500, offset by collection of these loans in the amount of $1,706,421 and the proceeds from the sale of marketable securities in the amount of approximately $432,000. In the period ended June 30, 2009 net cash used in investing activities consisted primarily of the issuance of the Company’s short term commercial loans in the amount of $4,059,000, offset by collection of these loans in the amount of $2,724,000 and the proceeds from the sale of marketable securities in the amount of approximately $188,000.
 
Net cash provided by financing activities for the six months ended June 30, 2010 was approximately $300,000 as compared to $158,000 for the period ended June 30, 2009. This increase in net cash provided by financing activities reflects the use of the Company’s credit lines.

 
12

 

We have not entered into any off-balance sheet transactions, arrangements or other relationships with unconsolidated entities or other persons that are likely to affect liquidity or the availability of our requirements for capital resources.
 
We anticipate that our current cash balances will be sufficient to fund our operations for the next 12 months.  However, we expect our working capital requirements to increase over the next 12 months as we continue to strive for growth.
 
Changes to Critical Accounting Policies and Estimates

Our critical accounting polices and estimates are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
 
Forward Looking Statements

This report contains forward-looking statements within the meaning of section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Forward-looking statements are typically identified by the words “believe,” “expect,” “intend,” “estimate” and similar expressions.  Those statements appear in a number of places in this report and include statements regarding our intent, belief or current expectations or those of our directors or officers with respect to, among other things, trends affecting our financial condition and results of operations and our business and growth strategies.  These forward-looking statements are not guarantees of future performance and involve risks and uncertainties.  Actual results may differ materially from those projected, expressed or implied in the forward-looking statements as a result of various factors (such factors are referred to herein as “Cautionary Statements”), including but not limited to the following: (i)  the successful integration of new businesses that we may acquire; (ii) the success of new operations which we have commenced and of our new business strategy; (iii) our limited operating history in our new business; (iv) potential fluctuations in our quarterly operating results; and (v) challenges facing us relating to our growth.  The accompanying information contained in this report, including the information set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, identifies important factors that could cause such differences.  These forward-looking statements speak only as of the date of this report, and we caution potential investors not to place undue reliance on such statements.  We undertake no obligation to update or revise any forward-looking statements.  All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Cautionary Statements.

 
13

 

Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company we are not required to provide the information required by this Item.

Item 4. 
CONTROLS AND PROCEDURES

 
(a)
Evaluation and Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2010.  Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2010, our disclosure controls and procedures were (1) effective in that they were designed to ensure that material information relating to us is made known to our chief executive officer and chief financial officer by others within our organization, as appropriate to allow timely decisions regarding required disclosures, and (2) effective in that they ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 
(b)
Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II-OTHER INFORMATION

Item  6.  EXHIBITS
 
Exhibit No.
 
Description
     
31.1
 
Chief Executive Officer Certification as required under section 302 of the Sarbanes Oxley Act (filed herewith)
     
31.2
 
Chief Financial Officer Certification as required under section 302 of the Sarbanes Oxley Act (filed herewith)
     
32.1*
 
Chief Executive Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act (furnished herewith)
     
32.2*
  
Chief Financial Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act (furnished herewith)

* Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.

 
14

 

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 thereunto duly authorized.

 
Manhattan Bridge Capital, Inc. (Registrant)
     
Date:  August 3, 2010
By:  /s/  Assaf Ran
 
 
Assaf Ran, President and Chief Executive Officer
 
(Principal Executive Officer)
     
Date:  August 3, 2010
By: /s/ Inbar Evron-Yogev
 
 
Inbar Evron-Yogev, Chief Financial Officer
 
(Principal Financial and Accounting Officer)

 
15

 
 
EXHIBIT 31.1

CERTIFICATION

I, Assaf Ran, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Manhattan Bridge Capital, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 3, 2010
 
/s/ Assaf Ran
 
 
Assaf Ran
 
President and Chief Executive Officer
 
(principal executive officer)
 
 
E-1

 

EXHIBIT 31.2

CERTIFICATION

I, Inbar Evron-Yogev, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Manhattan Bridge Capital, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.      The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 3, 2010
 
/s/ Inbar Evron-Yogev
 
 
Inbar Evron-Yogev
 
Chief Financial Officer
 
(principal financial and accounting officer)
 
 
E-2

 

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report on Form 10-Q of Manhattan Bridge Capital, Inc. (the "Company") for the period ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Assaf Ran, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to § 906 of the Sarbanes Oxley Act, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Assaf Ran*
 
Assaf Ran
 
President and Chief Executive Officer
 
(principal executive officer)
 

August 3, 2010
 

* A signed original of this written statement required by Section 906 has been provided to us and will be retained by us and furnished to the Securities and Exchange Commission or its staff upon request.

 
E-3

 

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report on Form 10-Q of Manhattan Bridge Capital, Inc. (the "Company") for the period ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Inbar Evron-Yogev, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to § 906 of the Sarbanes Oxley Act, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Inbar Evron-Yogev*
 
Inbar Evron-Yogev
Chief Financial Officer
(principal financial and accounting officer)

August 3, 2010


* A signed original of this written statement required by Section 906 has been provided to us and will be retained by us and furnished to the Securities and Exchange Commission or its staff upon request.

 
E-4