Harrington West Financial (HWFG) 10-Q Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2009

OR

o 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: 000-50066

HARRINGTON WEST FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization) 48-1175170
(I.R.S. Employer Identification No.)

610 Alamo Pintado Road
Solvang, California
(Address of principal executive offices)

93463
(Zip Code)

(805) 688-6644
(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.

 þ Yes  o 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).

 o Yes  o 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 o Accelerated filer o 
Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller Reporting Company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

 o Yes  þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,364,089 shares of Common Stock, par value $0.01 per share, outstanding as of November 4, 2009.

HARRINGTON WEST FINANCIAL GROUP, INC.

TABLE OF CONTENTS

		Page
Part I — Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)		3
	Condensed Consolidated Statements of Financial Condition as of September 30, 2009 and December 31, 2008		3
	Condensed Consolidated Statements of Income (Loss) for the Three and Nine Months Ended September 30, 2009 and 2008		4
	Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the Nine Months Ended September 30, 2009 and Year Ended December 31, 2008		5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008		6
	Notes to Condensed Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		39
Item 4T.	Controls and Procedures		40
Part II — Other Information
Item 1.	Legal Proceedings		40
Item 1A.	Risk Factors		40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		41
Item 3.	Defaults upon Senior Securities		41
Item 4.	Submission of Matters to a Vote of Security Holders		41
Item 5.	Other Information		41
Item 6.	Exhibits		41
	Signatures		42
EX-31.1
EX-31.2
EX-31.3
EX-32

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PART 1-FINANCIAL INFORMATION

Item 1:Condensed Consolidated Financial Statements

HARRINGTON WEST FINANCIAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(Dollars in thousands, except per share data)

	September 30,			December 31,
	2009			2008
Assets:
Cash and cash equivalents	$	26,306		$	27,040
Trading account assets		779			744
Securities, available-for-sale		235,015			273,678
Securities held to maturity (fair value of $35 at September 30, 2009 and $38 at December 31, 2008)		33			37
Loans held for sale		91,832			—
Loans receivable, net of allowance for loan losses of $19,678 at September 30, 2009 and $11,449 at December 31, 2008		596,200			798,325
Accrued interest receivable		3,381			3,897
Real estate owned		18,723			7,449
Real estate sold on contract		864			—
Premises, equipment held for sale		5,465			—
Premises, equipment and other long-term assets		11,578			17,732
Prepaid expenses and other assets		4,360			3,254
Investment in FHLB stock, at cost		11,501			11,501
Income taxes receivable		5,109			1,468
Cash surrender value of life insurance		24,115			23,712
Deferred tax asset		16,307			20,748
Goodwill		5,496			5,496
Other intangible assets		445			554
Total assets	$	1,057,509		$	1,195,635
Liabilities:
Deposits:
Interest-bearing deposits	$	773,376		$	853,523
Interest-bearing deposits held for sale		85,895			—
Non-interest-bearing demand deposits		33,468			46,070
Non-interest-bearing demand deposits held for sale		7,714			—
Total Deposits		900,453			899,593
FHLB advances		79,000			190,000
Securities sold under repurchase agreements held for sale		4,801			—
Securities sold under repurchase agreements		17,620			19,499
Subordinated debt		25,774			25,774
Accrued interest payable and other liabilities		3,524			14,331
Total liabilities		1,031,172			1,149,197
Shareholders’ equity
Preferred stock, $.01 par value; 8% non-cumulative, 5,000,000 shares authorized; 57,000 shares issued and outstanding, as of September 30, 2009 and 142,999 shares issued and outstanding December 31, 2008 Liquidation preference of $1.4 million at September 30, 2009 and $3.6 million at December 31, 2008		1			2
Common stock, $.01 par value; 15,000,000 shares authorized; 7,364,089 shares issued and outstanding as of September 30, 2009 and 6,770,093 shares issued and outstanding December 31, 2008		74			72
Additional paid-in capital — Common		46,102			45,437
Additional paid-in capital — Preferred		1,289			4,649
Stock subscriptions		—			(3,857	)
Retained earnings		2,527			23,356
Accumulated other comprehensive loss		(23,656	)		(23,221	)
Total shareholders’ equity		26,337			46,438
Total liabilities and shareholders’ equity	$	1,057,509		$	1,195,635

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

-3-

HARRINGTON WEST FINANCIAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited)
(Dollars in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Interest income:
Loans	$	10,508		$	13,745		$	34,502		$	41,616
Securities		1,931			3,838			6,278			13,989
Total interest income		12,439			17,583			40,780			55,605
Interest expense:
Deposits		4,202			6,497			15,309			22,809
Interest on FHLB advances, repos & other debt		2,234			3,401			6,563			10,134
Total interest expense		6,436			9,898			21,872			32,943
Net interest income		6,003			7,685			18,908			22,662
Provision for loan losses		2,400			1,565			15,250			2,465
Net interest income after provision for loan losses		3,603			6,120			3,658			20,197
Non-interest income:
Other-than-temporary loss
Total impairment losses		(2,432	)		(5,575	)		(13,700	)		(8,057	)
Loss recognized in other comprehensive income		110			—			5,099			—
Net impairment losses recognized in earnings		(2,322	)		(5,575	)		(8,601	)		(8,057	)
Gain on sale of available for sale securities		239			—			245			1,107
Gain (loss) from trading assets		20			(28	)		40			(8,693	)
Gain on termination of cash flow hedge		—			—			—			2,338
Gain (loss) on real estate owned activity		30			(393	)		(212	)		(2,996	)
Gain on sale of other assets		9			—			24			1,049
Increase in cash surrender value of life insurance		125			180			409			421
Banking fee and other income		1,033			879			2,836			2,605
Total non-interest income		(866	)		(4,937	)		(5,259	)		(12,226	)
Non-interest expense:
Salaries and employee benefits		3,184			3,428			9,872			10,225
Premises and equipment		991			1,025			2,974			3,041
Insurance premiums		797			247			2,132			685
Marketing		(1	)		143			143			383
Computer services		267			235			778			781
Professional fees		203			198			611			503
Office expenses and supplies		138			192			484			620
Other		1,241			801			3,351			2,223
Total non-interest expense		6,820			6,269			20,345			18,461
Loss before income taxes		(4,083	)		(5,086	)		(21,946	)		(10,490	)
Provision for income tax benefit		—			(1,908	)		(200	)		(3,935	)
Net loss	$	(4,083	)	$	(3,178	)	$	(21,746	)	$	(6,555	)
Dividend on preferred stock		—			—			—			—
Loss available to common shareholders	$	(4,083	)	$	(3,178	)	$	(21,746	)	$	(6,555	)
Basic loss per share	$	(0.55	)	$	(0.52	)	$	(3.05	)	$	(1.10	)
Diluted loss per share	$	(0.55	)	$	(0.52	)	$	(3.05	)	$	(1.10	)
Basic weighted-average shares outstanding		7,364,089			6,141,216			7,119,696			5,954,914
Diluted weighted-average shares outstanding		7,364,089			6,141,216			7,119,696			5,954,914
Other comprehensive loss		(2,949	)		(4,674	)		(22,181	)		(12,001	)

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

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HARRINGTON WEST FINANCIAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME (LOSS) (Unaudited)
(Dollars in thousands, except share and per share data)

																							Accumulated
											Additional												Other			Total
	Preferred Stock						Common Stock				Paid-In			Stock			Retained			Comprehensive			Comprehensive			Stockholders’
	Shares			Amount			Shares		Amount		Capital			Subscriptions			Earnings			Loss			Loss			Equity
BALANCE, DECEMBER 31, 2007		—			—			5,554,003		56		34,424			—			35,368						(14,806	)		55,042
Comprehensive loss
Net loss																		(10,810	)	$	(10,810	)					(10,810	)
Other comprehensive loss, net of tax
Unrealized losses on securities																					(5,350	)		(5,350	)		(5,350	)
Effective portion of change in fair value of cash flow hedges																					(3,065	)		(3,065	)		(3,065	)
Total comprehensive loss																				$	(19,225	)
Stock options exercised including tax benefit of $25								27,240		—		233															233
Common shares issued in private offering at $7.75								550,000		5		4,257															4,262
Common shares issued in private offering at $6.25								638,850		11		6,153															6,164
Preferred shares issued in private offering at $25.00		142,999			2							4,649															4,651
Stock compensation expense												370															370
Stock subscriptions unissued:
Preferred stock 54,001 shares at $25.00															(1,350	)											(1,350	)
Common stock 401,150 shares at $6.25															(2,507	)											(2,507	)
Dividends on preferred stock at 8% per share																		(61	)								(61	)
Dividends on common stock at $.195 per share																		(1,141	)								(1,141	)
BALANCE, DECEMBER 31, 2008		142,999		$	2			6,770,093	$	72	$	50,086		$	(3,857	)	$	23,356					$	(23,221	)	$	46,438
Comprehensive loss
Cumulative effect of change in accounting principle, adoption of FSP FAS 115-2 and 124-2 (net of tax)																		917						—			917
Net loss																		(21,746	)	$	(21,746	)					(21,746	)
Other comprehensive loss, net of tax
Change in unrealized gains (losses) on securities available for sale, net of reclassifications and taxes																					(6,022	)		(6,022	)		(6,022	)
Change in unrealized gains (losses) on securities available for sale for which a portion of an other- than-temporary impairment has been recognized in earnings, net of reclassifications and taxes																					3,187			3,187			3,187
Effective portion of change in fair value of cash flow hedges																					2,400			2,400			2,400
Total comprehensive loss																				$	(22,181	)
Common shares issued in private offering at $2.00 per share								250,000		2		498															500
Stock compensation expense												249															249
Reverse stock subscriptions												0			3,857												3,857
Conversion of preferred stock to common stock		(85,999	)		(1	)		343,996				(3,442	)														(3,443	)
																											0
BALANCE, SEPTEMBER 30, 2009		57,000		$	1			7,364,089	$	74	$	47,391		$	(0	)	$	2,527					$	(23,656	)	$	26,337

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

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HARRINGTON WEST FINANCIAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)

	Nine Months Ended
	September 30,
	2009			2008
Cash flows from operating activities:
Net (loss) income	$	(21,746	)	$	(6,555	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Accretion of deferred loan fees and costs		(1,218	)		(429	)
Depreciation and amortization		3,421			1,038
Amortization and accretion of premiums and discounts on loans receivable and securities		(420	)		(649	)
Deferred income taxes		3,782			—
Provision for loan losses		15,250			2,465
Activity in trading account assets		5			(1,305	)
Loss (gain) on sale of trading securities		(40	)		2,679
Gain on sale of available-for-sale securities		(245	)		(1,107	)
Gain on termination of cash flow swaps		—			(2,338	)
Loss on other-than-temporary impairment		8,601			8,057
Loss on real estate owned		212			2,996
Gain on sale of loans		(24	)		—
FHLB stock dividend		—			(565	)
Earnings on bank owned life insurance		(409	)		(421	)
Decrease in accrued interest receivable		516			1,294
Increase in income tax receivable, net of payable		(3,641	)		(4,568	)
Decrease in prepaid expenses and other assets		1,518			723
Stock compensation expense		249			267
Decrease in accounts payable, accrued expenses, and other liabilities		(11,083	)		(187	)
Net cash used in operating activities		(5,272	)		1,395
Cash flows from investing activities:
Net (increase) decrease in loans receivable		66,360			(58,793	)
Proceeds from sale of loans		14,540			16,133
Proceeds from sales of securities available for sale		8,759			171,925
Purchases of securities available for sale		(8,159	)		(162,501	)
Principal paydowns on securities available for sale		27,030			41,466
Principal paydowns on securities held to maturity		4			18
Proceeds from sale of real estate acquired through foreclosure		3,047			53
Purchase of premises and equipment		(411	)		(2,067	)
Proceeds from sale of fixed assets		136			1,100
Purchase of FHLB Stock		—			(262	)
Net cash provided by investing activities		111,306			7,072
Cash flows from financing activities:
Net increase in deposits		859			66,294
Increase (decrease) in securities sold under agreements to repurchase		2,922			(29,835	)
Decrease in FHLB advances		(111,000	)		(44,000	)
Proceeds from exercise of stock options, including tax benefits		—			233
Proceeds from shares issued in private offering		451			10,098
Dividends paid on common stock		—			(1,141	)
Net cash used in financing activities		(106,768	)		1,649
Net increase (decrease) in cash and cash equivalents		(734	)		10,116
Cash and cash equivalents at beginning of period		27,040			14,433
Cash and cash equivalents at end of period	$	26,306		$	24,549

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

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HARRINGTON WEST FINANCIAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business of the Company— Harrington West Financial Group, Inc. (the “Company”) is a diversified, community-based financial institution holding company, incorporated on August 29, 1995 to acquire and hold all of the outstanding common stock of Los Padres Bank, FSB (the “Bank”), a federally chartered savings bank. We provide a broad menu of financial services to individuals and small to medium sized businesses and operate seventeen banking offices in three markets as follows: eleven Los Padres banking offices on the California Central Coast, three Los Padres banking offices in Scottsdale, Arizona, and three banking offices located in the Kansas City metropolitan area, which are operated as a division under the Harrington Bank brand name. The Company also owns Harrington Wealth Management Company, a trust and investment management company with $159.9 million in assets under management or custody, which offers services to individuals and small institutional clients through a customized asset allocation approach by investing predominantly in low fee, indexed mutual funds and exchange traded funds.

Basis of Presentation— The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and general practices within the banking industry. In the opinion of the Company’s management, all adjustments consisting of normal recurring accruals necessary for a fair presentation of the financial condition and results of operation for the interim periods included herein have been made.

The following is a summary of significant principles used in the preparation of the accompanying financial statements. In preparing the financial statements, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities, including the allowance for loan losses, real estate owned, valuation of investment securities and derivatives, valuation allowance for net deferred tax assets, the disclosure of contingent assets and liabilities and the disclosure of income and expenses for the periods presented in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

The unaudited condensed consolidated interim financial statements of the Company and subsidiaries presented herein should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2008, included in the Company’s Annual Report on Form 10-K.

Allowance for Loan Losses— Allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries). Charge-offs are recorded when management believes the uncollectability of the loan balance is confirmed.

The allowance is maintained at a level believed by management to be sufficient to absorb estimated probable incurred credit losses. Management’s determination of the adequacy of the allowance is based on periodic evaluations of the credit portfolio and other relevant factors. This evaluation is inherently subjective, as it requires material estimates, including, among others, the amounts and timing of expected future cash flows on impaired loans, estimated losses on commercial, consumer, and mortgages loans, and general amounts for historical loss experience, economic conditions, uncertainties in estimating losses and inherent risks in the various credit portfolios, all of which may be susceptible to significant change.

In determining the adequacy of the allowance for loan losses, the Company makes specific allocations to impaired loans as required. Loans are identified as impaired when it is deemed probable that the borrower will be unable to meet the scheduled principal and interest payments under the terms of the loan agreement. Impairment is based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.

Allocations to non-homogenous loan pools are developed by loan type and risk factor and are based on historical loss trends and management’s judgment concerning those trends and other relevant factors. These factors may include, among others, trends in criticized assets, regional and national economic conditions, changes in lending policies and procedures, trends in local real estate values and changes in volumes and terms of the loan portfolio.

-7-

Homogenous (consumer and residential mortgage) loan allocations are made at a total portfolio level based on historical loss experience adjusted for portfolio activity and economic conditions.

Real Estate Owned— Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.

Adoption of New Accounting Guidance— The Subsequent Events Topic 855 of the FASB Accounting Standards Codification (ASC) provides guidance on management’s assessment of subsequent events. Recent new guidance for the Subsequent Events Topic clarifies that management must evaluate, as of each reporting period, events or transactions that occur after the balance sheet date through the date that the financial statements are issued. This Topic requires management to disclose the date through which subsequent events have been evaluated and whether that is the date the financial statements were issued. The Company has evaluated subsequent events for potential recognition and/or disclosure through November 16, 2009, the date the consolidated financial statements included in this Quarterly Report on Form 10-Q were issued.

SFAS 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a Replacement of FASB Statement No. 162.” The change initiated by this Statement is now included in the Codification as part of the Generally Accepted Accounting Principles Topic, or FASB ASC 105, and establishes theFinancial Accounting Standards Board (FASB) ASC. FASB ASC 105 replaces SFAS 162, “The Hierarchy of Generally Accepted Accounting Principles” and establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative guidance for SEC registrants. All guidance contained in the Codification carries an equal level of authority. All non-grandfathered, non-SEC accounting literature not included in the Codification is superseded and deemed non-authoritative. FASB ASC 105 revisions will be effective for the Company’s financial statements for periods ending after September 15, 2009. The revision to FASB ASC 105 did not have a significant impact on the Company’s financial statements.

Newly Issued But Not Yet Effective Accounting Pronouncements —FASB ASC 860—In June 2009,the FASB issued Statement,Accounting for Transfers of Financial Assets—An Amendment of FASB Statement No. 140,and No. 167 —Amendments to FASB Interpretation No. 46(R)which were codified into FASB ASC Topic 860. These Statements change the way entities account for securitizations and special-purpose entities. They will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. They also eliminate the concept of a “qualifying special-purpose entity,” and changes the requirements for derecognizing financial assets, and requires additional disclosures. They further change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. The new standards will require a number of new disclosures about a company’s involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A company will also be required to disclose how its involvement with a variable interest entity affects the company’s financial statements. The statements also enhances information reported to users of financial statements by providing greater transparency about transfers of financial assets and a company’s continuing involvement in transferred financial assets. Both Statements will be effective at the start of a company’s first fiscal year beginning after November 15, 2009, or January 1, 2010 for companies reporting earnings on a calendar-year basis. Adoption of these Statements is not expected to have a significant impact on the Company’s financial position or results of operations.

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2. FAIR VALUE

Statement 157, now included in the Codification as part of FASB ASC 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as, quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair values of trading securities and securities available-for-sale are determined by obtaining matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). Many of our securities are quoted using observable market information for similar assets which requires HWFG to report and use Level 2 pricing. In early October 2008, the FASB FSP No. FAS 157-3, now included in the Codification as part of FASB ASC 820, was issued to clarify the applicationsFair Value Measurements, in a market that is not active. The revisions to this ASC clarified that in cases where observable inputs (Level 2) required significant adjustments based on unobservable data, it would be appropriate to consider Level 3 (model pricing) fair value measurements.

In April 2009, the FASB issued FSP 157-4,Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,now included in the Codification as part of FASB ASC 820. The revisions to this ASC provided additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. This ASC also includes guidance on identifying circumstances that indicate a transaction is not orderly. The adoption of the revisions to this ASC did not materially impact the methodology used to value some of our available for sale securities per the following discussion.

Due to the present economic environment, there are significant dislocations in the non-agency fixed income markets. These dislocations have negatively affected available market price quotations for fixed income securities, in many cases without regard to particular securities’ actual performance and credit-worthiness. Consequently, and prior to implementing FSP FAS 157-4, now included in the Codification as part of FASB ASC 820, management has developed procedures for estimating the fair values of securities in these inactive markets. These procedures take into consideration known attributes about a security including, among others, the current credit enhancement level and rules-based payment priority. Management incorporates into the analysis actual levels of delinquent loans in the trust backing the security, the loss severity experienced upon the disposition of liquidated loans and an estimate of the expected rate of prepayment based on actual experience. This information is obtained from the monthly remittance report made available by the trustee. Expected cash flows on the investment are then projected using the known attributes and estimates described above. The fair value of these expected cash flows is calculated as the present value of the expected cash flows at the ten year average BB high yield bond spread to the LIBOR/Swap yield curve. The amount recorded in the income statement as other than temporary impairment is the present value of the expected cash flows on the investment, discounted at the contractual rate of return on that investment. There have been no changes to our approach for modeling expected principal and interest cash flows. Significant estimates used in the valuation include the amount of delinquent loans ultimately liquidated, loss severity upon liquidation and prepayment speeds. To the extent that the amounts actually realized vary significantly from estimates, calculated fair value estimates may be materially affected.

Our derivative instruments consist of interest rate swaps. As such, significant fair value inputs can generally be verified by counterparties and do not typically involve significant management judgments (Level 2 inputs).

-9-

Assets and liabilities measured at fair value on a recurring basis are summarized below:

				Fair Value Measurements at September 30, 2009
				Quoted Prices in		Significant
				Active Markets		Other		Significant
				for Identical		Observable		Unobservable
				Assets		Inputs		Inputs
	Total			(Level 1)		(Level 2)		(Level 3)
Assets:
Trading securities
GNMA securities	$	142		$	—	$	142	$	—
Mutual funds	$	637		$	637	$	—	$	—
Available for sale securities:
Residential mortgage backed securities	$	235,015		$	—	$	90,543	$	144,472
Interest rate swaps	$	938		$	—	$	938	$	—
			Fair Value Measurements at December 31, 2008 Using
				Quoted Prices in		Significant
				Active Markets		Other		Significant
				for Identical		Observable		Unobservable
				Assets		Inputs		Inputs
	Total			(Level 1)		(Level 2)		(Level 3)
Assets:
Trading securities	$	744		$	575	$	169	$	—
Available for sale securities	$	273,678		$	—	$	121,609	$	152,069
Liabilities:
Interest rate swaps	$	10,442		$	—	$	10,442	$	—

The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2009 and December 31, 2008: The transfers into level 3 are a direct result of the inactive securities market and the inability to obtain pricing on these securities.

-10-

	Fair Value
	Measurements
	Using Significant
	Unobservable
	Inputs
	Residential
	mortgage-backed
Beginning balance at January 1, 2009	$	152,069
Total gains or losses (realized / unrealized)
Recognized in earnings:
Other-than-temporary impairment		(8,601	)
Unrealized in other comprehensive income:
Reclassification adjustment for losses recognized in earnings		8,601
Transfers in and / or out of Level 3		31,546
Level 3 fair value adjustment		(39,143	)
Ending balance, September 30, 2009	$	144,472

In accordance with FASB FSP No. FAS 157-3 and FSP No. FAS 157-4, included in the Codification as part of FASB ASC 820, the company measured the fair value of certain available for sale securities with a carrying amount of $144.5 million using significant unobservable inputs due to a lack of an active market. The Company’s methodology utilizes pertinent information derived primarily from the securities trustee remittance reports which then are applied to an internal cash flow model. The significant unobservable inputs include assumptions for discount rate and default rates. These securities are primarily in our residential mortgage backed securities.

	Fair Value
	Measurements
	Using Significant
	Unobservable
	Inputs
	Residential
	mortgage-backed
Beginning balance at January 1, 2008	$	—
Total gains or losses (realized / unrealized)
Recognized in earnings:
Other-than-temporary impairment		(11,824	)
Unrealized in other comprehensive income:
Reclassification adjustment for losses recognized in earnings		11,824
Transfers into Level 3		111,575
Level 3 fair value adjustment		40,494
Ending balance, December 31, 2008	$	152,069

-11-

Assets and liabilities measured at fair value on a non-recurring basis are summarized below:

	Fair Value Measurements at September 30, 2009
			Quoted Prices in
			Active Markets		Significant		Significant
			for Identical		Other		Unobservable
			Assets		Observable		Inputs
	Total		(Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Impaired loans	$	106,620	$	—	$	106,620	$	—
Real estate owned	$	18,723	$	—	$	—	$	18,723

At September 30, 2009, real estate owned, which are carried at the lower of cost or fair value, were written down to fair value of $18.7 million, resulting in a valuation allowance of $4.8 million. A charge of $486 thousand was included in earnings for the nine months ended September 30, 2009.

	Fair Value Measurements at December 31, 2008 Using
			Quoted Prices in
			Active Markets		Significant		Significant
			for Identical		Other		Unobservable
			Assets		Observable		Inputs
	Total		(Level 1)		Inputs (Level 2)		(Level 3)
Assets:
Impaired loans	$	31,508	$	—	$	31,508	$	—

All securities held do not have a single maturity date. The amortized cost and estimated fair values of securities available for sale are summarized as follows: All of these are residential mortgage backed securities.

			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
September 30, 2009
Mortgage-backed securities — pass throughs	$	43,217	$	876	$	(28	)		44,065
Collateralized mortgage obligations		69,503		5		(6,695	)		62,813
Asset-backed securities (underlying securities mortgages)		152,697		320		(25,904	)		127,113
Asset-backed securities		1,525		—		(501	)		1,024
	$	266,942	$	1,201	$	(33,128	)	$	235,015

			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
December 31, 2008
Mortgage-backed securities — pass throughs	$	50,284	$	315	$	(317	)	$	50,282
Collateralized mortgage obligations		83,376		—		(6,140	)		77,236
Asset-backed securities (underlying securities mortgages)		165,721		748		(21,010	)		145,459
Asset-backed securities		1,655		—		(954	)		701
	$	301,036	$	1,063	$	(28,421	)	$	273,678

-12-

The fair values and unrealized losses of the securities classified as available for sale or held to maturity with unrealized losses as of September 30, 2009 and December 31, 2008, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

	Less than 12 months					12 months or more					Total
			Unrealized					Unrealized					Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
September 30, 2009
Mortgage-backed securities — pass throughs	$	41,330	$	(9	)	$	1,859	$	(19	)	$	43,189	$	(28	)
Collateralized mortgage obligations		4,926		(447	)		57,882		(6,248	)		62,808		(6,695	)
Asset-backed securities (underlying securities mortgages)		2,914		(345	)		123,879		(25,559	)		126,793		(25,904	)
Asset-backed securities		—		—			1,024		(501	)		1,024		(501	)
	$	49,170	$	(801	)	$	184,644	$	(32,327	)	$	233,814	$	(33,128	)

	Less than 12 months					12 months or more					Total
			Unrealized					Unrealized					Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
December 31, 2008
Mortgage-backed securities — pass throughs	$	38,969	$	(109	)	$	10,998	$	(208	)	$	49,967	$	(317	)
Collateralized mortgage obligations		55,514		(4,215	)		21,722		(1,925	)		77,236		(6,140	)
Asset-backed securities (underlying securities mortgages)		17,144		(1,504	)		127,567		(19,506	)		144,711		(21,010	)
Asset-backed securities		12		(72	)		689		(882	)		701		(954	)
	$	111,639	$	(5,900	)	$	160,976	$	(22,521	)	$	272,615	$	(28,421	)

Management does not intend to sell the available for sale securities and it is not more likely than not that the entity will be required to sell available for sale securities before recovery to their amortized cost basis.

Our mortgage-backed securities — pass-throughs are issued by U.S. government agencies and government sponsored enterprises, which primarily include Freddie Mac, Fannie Mae and the Government National Mortgage Association (“Ginnie Mae”). As of September 30, 2009, there were 7 mortgage-backed securities in an unrealized loss position; of those, 5 have been in an unrealized loss position for twelve months or more. During the third quarter spreads tightened and prices rose on agency mortgage backed securities improving prices significantly. At December 31, 2008, 78 mortgage-backed securities were in an unrealized loss position; of those, 37 had been in an unrealized loss position for over twelve months. Management believes that the unrealized losses associated with these investments are attributable to changes in interest rates and spreads, including liquidity and credit risk, and accordingly, the unrealized losses are not “other-than-temporary impairments

As of September 30, 2009 and December 31, 2008, there were 38 and 37, respectively, collateralized mortgage obligation securities in an unrealized loss position. Of the 38 securities in an unrealized loss position as of September 30, 2009, 34 have been in an unrealized loss position for over twelve months; and at December 31, 2008, of the 37 securities that were in an unrealized loss position, 12 had been in an unrealized loss position for over twelve months. Management believes that the unrealized losses associated with these investments are attributable to changes in interest rates and spreads, and accordingly, the unrealized losses are not “other-than-temporary impairments

All of our asset-backed securities and collateralized mortgage obligations are issued by private entities or trusts and, as of September 30, 2009, of the 139 securities, all but 86 are rated as investment grade by a nationally recognized rating agency. The underlying collateral of these investments are single-family mortgages with the exception of the asset-backed securities, which includes equipment, student loans, and home equity loans discussed in the next paragraph.

As of September 30, 2009, there were 86 asset-backed securities that are in an unrealized loss position with 79 securities in an unrealized loss position for twelve months or more. As of December 31, 2008, there were 87 asset-backed securities that were in an unrealized loss position, with 77 securities in an unrealized loss position for twelve months or more. As to the mortgage-related asset backed securities, management believes that the unrealized losses associated with these investments are attributable to changes in interest rates and spreads, and accordingly, the unrealized losses are not “other-than-temporary impairments.”

-13-

All securities held do not have a single maturity date. The following table presents certain information regarding the composition and period to maturity of our securities classified as available for sale as of the dates indicated below.

	09/30/09							12/31/08
					Weighted							Weighted
	Amortized				Average			Amortized				Average
(Dollars in thousands)	Cost		Fair Value		Yield			Cost		Fair Value		Yield
Mortgage-backed securities — pass throughs
Due from one to five years	$	—	$	—		0.00	%	$	149	$	146		3.17	%
Due from five to ten years		2,312		2,414		5.53	%		2,853		2,927		5.89	%
Due over ten years		40,905		41,651		3.91	%		47,282		47,209		4.74	%
Total mortgage backed securities — pass throughs (1)		43,217		44,065		4.00	%		50,284		50,282		4.80	%
Collateralized mortgage obligations
Due over ten years		69,503		62,813		3.98	%		83,376		77,236		3.94	%
Total collateralized mortgage obligations		69,503		62,813		3.98	%		83,376		77,236		3.94	%
Asset backed securities (underlying securities mortgages)
Due from one to five years		1,125		1,016		0.80	%		1,125		1,001		1.03	%
Due over ten years		151,572		126,097		1.77	%		164,596		144,458		2.33	%
Total asset backed securities		152,697		127,113		1.76	%		165,721		145,459		2.32	%
Asset backed securities
Due from one to five years		225		213		2.74	%		355		47		5.35	%
Due over ten years		1,300		811		0.84	%		1,300		654		2.52	%
Total asset backed securities		1,525		1,024		1.12	%		1,655		701		3.13	%
Total	$	266,942	$	235,015		2.68	%	$	301,036	$	273,678		3.16	%

(1) At September 30, 2009, AFS and HTM portfolio consisted of $3.5 million of Fannie Mae participation certificates, $757 thousand of Freddie Mac participation certificates and $39.8 million of Ginnie Mae participation certificates.

SFAS No. 107,Disclosures about Fair Value of Financial Instruments, now included in the Codification as part of FASB ASC 270, requires that the Company disclose estimated fair values for its financial instruments. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies; however, considerable judgment is required to interpret market data to develop estimates of fair value. Please see the December 31, 2008 Form 10-K for a discussion of the methodology used to determine fair value.

Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts at September 30.

-14-

	September 30, 2009				December 31, 2008
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Assets:
Cash and cash equivalents	$	26,306	$	26,306	$	27,040	$	27,040
Securities, held to maturity	$	33	$	36	$	37	$	38
Loans held for sale	$	91,832	$	91,832	$	—	$	—
Loans receivable, net, including impaired loans	$	596,200	$	620,494	$	798,325	$	834,633
FHLB stock	$	11,501		n/a	$	11,501		n/a
Accrued interest receivable	$	3,381	$	3,381	$	3,897	$	3,897
Liabilities:
Deposits held for sale	$	93,609	$	97,709	$	—	$	—
Demand deposits	$	170,841	$	170,841	$	223,411	$	223,411
Certificates of deposit	$	636,003	$	639,876	$	676,183	$	680,331
FHLB advances	$	79,000	$	79,896	$	190,000	$	191,538
Securities sold under repurchase agreements	$	4,801	$	4,893	$	19,499	$	19,997
Subordinated debt	$	25,774	$	9,794	$	25,774	$	8,505
Accrued interest payable	$	3,524	$	3,524	$	1,158	$	1,158

Loans— The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with SFAS 114, ASC 310 “Accounting by Creditors for Impairment of a Loan”. The fair value of impaired loans is estimated primarily by using the value of the underlying collateral. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At September 30, 2009, substantially all of the total impaired loans were evaluated based on the fair value of the collateral. In accordance with SFAS 157, ASC 320 impaired loans, where an allowance is established based on the fair value of the collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3. Impaired loans had a carrying amount of $106.6 million, with a valuation allowance of $13.3 million, which represents 67.5% of the total allowance for loans losses.

-15-

3. REAL ESTATE OWNED

Real estate owned is summarized as follows:

	September 30,			December 31,
	2009			2008
Beginning balance real estate owned	$	7,449		$	—
Transfer of loans to real estate owned		15,336			12,756
Sale proceeds		(3,047	)		—
Net gain from sale of OREO		274			—
Loan to facilitate sale of REO		—			(750	)
REO sold on contract		(803	)		—
Other reductions		—			(149	)
Provision for real estate owned		(486	)		(4,408	)
Ending balance real estate owned	$	18,723		$	7,449

Changes in the valuation allowance for losses on other real estate owned were as follows:

	September 30,			December 31,
	2009			2008
Beginning valuation on real estate owned	$	4,408		$	—
Provision charged to operations		—			4,408
Amounts related to properties disposed		(130	)		—
Amounts related to properties not disposed of		486			—
Ending valuation on real estate owned	$	4,764		$	4,408

4. EARNINGS (LOSS) PER SHARE

The following tables represent the calculation of earnings per share (“EPS”) for the periods presented.

	Three months ended September 30, 2009								Nine months ended September 30, 2009
(net income/(loss) amounts	Income/(Loss)			Shares		Per-Share			Income/(Loss)			Shares		Per-Share
in thousands)	(Numerator)			(Denominator)		Amount			(Numerator)			(Denominator)		Amount
Net Income (Loss)	$	(4,083	)						$	(21,746	)
Preferred Dividends		—								—
Basic EPS		(4,083	)		7,364,089	$	(0.55	)		(21,746	)		7,119,696	$	(3.05	)
Effect of dilutive stock options					—		—			—			—		—
Diluted EPS	$	(4,083	)		7,364,089	$	(0.55	)	$	(21,746	)		7,119,696	$	(3.05	)

	Three months ended September 30, 2008								Nine months ended September 30, 2008
	Income/(Loss)			Shares		Per-Share			Income/(Loss)			Shares		Per-Share
	(Numerator)			(Denominator)		Amount			(Numerator)			(Denominator)		Amount
Net Income (Loss)	$	(3,178	)						$	(6,555	)
Preferred Dividends		—								—
Basic EPS		(3,178	)		6,141,216	$	(0.52	)		(6,555	)		5,954,914	$	(1.10	)
Effect of dilutive stock options					—		—			—			—		—
Diluted EPS	$	(3,178	)		6,141,216	$	(0.52	)	$	(6,555	)		5,954,914	$	(1.10	)

Anti-dilutive options totaling 867,415 and 711,115 for quarter ended September 30, 2009 and 2008, respectively, are excluded from the calculation of earnings per share.

-16-

5. OTHER-THAN-TEMPORARY IMPAIRMENT

At September 30, 2009 our asset-backed securities and collateralized mortgage backed securities had unrealized losses aggregating $31.9 million. Management reviews all securities with unrealized losses for impairment on a quarterly basis. For those with severe price declines, ratings downgrades or other indications of impairment, management stress-tests the cash flows for various delinquency, foreclosure, and recovery rate scenarios on the underlying loans, in order to determine the likelihood of receiving all scheduled interest and principal on these securities. If, as a result of that analysis, it is determined that management will not receive all scheduled interest and principal, management recognizes other-than-temporary impairment. As part of management’s quarterly evaluation, it was determined that 24 available for sale securities with an amortized cost of $29.0 million were deemed other than temporarily impaired. As such, these securities were written down by $2.3 million to fair value through earnings in the September 30, 2009 quarter. The liquidity portion of the unrealized loss represents the difference in the present values of the expected cash flows at the contractual payment rate and at the ten year average BB high yield bond spread to the LIBOR/Swap yield curve.For securities where no other-than-temporary impairment was noted, management’s evaluation of the cash flows resulted in a conclusion that the scheduled cash flows would be realized and therefore no other-than-temporary impairment was recognized.

In April 2009, the FASB issued FSP No. 115-2 and No. 124-2, ASC 320Recognition and Presentation of Other-Than-Temporary Impairments,which amends existing guidance for determining whether impairment is other-than-temporary for debt securities. The ASC requires an entity to assess whether it intends to sell, or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis. If either of these criteria is met, the entire difference between amortized cost and fair value is recognized in earnings. For securities that do not meet the aforementioned criteria, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income.

The following is a table that discloses the amount related to credit losses recognized in earnings for the nine month period ended September 30, 2009 and a roll-forward of credit and non-credit losses.

	Other-than-
	temporary Loss
	as Reported in
	Earnings
Beginning balance of credit losses at January 1, 2009	$	13,977
Current period credit losses		8,601
Current period illiquid market losses		—
Previously recognized other-than-		—
temporary loss related to		—
liquidity losses		(1,467	)
Ending balance of credit and		—
liquidity losses at September 30, 2009	$	21,111

6. ASSETS AND LIABILITIES HELD FOR SALE

At September 30, 2009, HWFG had $91.8 million in loans held for sale, $5.5 million in premises and equipment held for sale, $85.9 million in interest-bearing deposits held for sale, $7.7 million in non-interest-bearing demand deposits held for sale and $4.8 million in Securities sold under repurchase agreements held for sale, all of which is related to the sale of our Harrington Bank of Kansas division to the Arvest Bank. See Footnote 9 for additional disclosure related to this sale.

-17-

Mortgage loans originated that were not originally intended for sale in the secondary market are accounted for at the lower of cost or fair value in accordance with FAS No. 65, ASC 948Accounting for Certain Mortgage Banking Activities.

7. DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In March 2009, the FASB issued Statement No. 161, ASC 815, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133, ASC 815. Revisions to ASC 815 amends and expands the disclosure requirements for derivatives with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under ASC 815 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. ASC 815 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

The Company adopted SFAS No. 133, ASC 815Accounting for Derivative Instruments and Hedging Activities,on January 1, 2001. ASC 815 as amended requires that an entity recognize all interest rate contracts as either assets or liabilities in the statement of financial condition and measure those instruments at fair value. If certain conditions are met, an interest rate contract may be specifically designated as a fair value hedge, a cash flow hedge, or a hedge of foreign currency exposure. The accounting for changes in the fair value of an interest rate contract (that is, gains and losses) depends on the intended use of the interest rate contract and the resulting designation. To qualify for hedge accounting, the Company must show that at the inception of the interest rate contracts, and on an ongoing basis, the changes in the fair value of the interest rate contracts are expected to be highly effective in offsetting related changes in the cash flows of the hedged liabilities. The Company has entered into various interest rate swaps for the purpose of hedging certain of its short-term liabilities. These interest rate swaps qualify for hedge accounting.

As of September 30, 2009, the Company had three interest rate swaps with an aggregate notional amount of $60.0 million that were designated as cash flow hedges of interest rate risk associated with the Company’s variable-rate borrowings.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended September 30, 2009 and 2008, such derivatives were used to hedge the forecasted variable cash outflows associated with overnight FHLB borrowings and other short term liabilities. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the nine months ended September 30, 2009 the Company recognized no ineffectiveness, and during the period ending September 30, 2008 the Company recognized $216 thousand for hedge ineffectiveness attributable to a mismatch in the reset frequency between the index on the swap and the index on the hedged overnight borrowings.

Amounts reported in AOCI related to derivatives will be reclassified to interest expense, as applicable, as interest payments are made on the Company’s variable-rate borrowings. During the next twelve months, the Company estimates that $4.4 million will be reclassified as an increase to interest expense, which includes the amortization of $1.2 million on active interest rate swaps and $3.2 million on swaps terminated in the first quarter of 2009. During the first quarter the Company terminated $143 million of swaps resulting in a pre-tax loss of $9.8 million, which will be amortized to income over approximately 2 years.

-18-

The tables below present the effect of the Company’s derivative financial instruments on the Income Statement for the three months ended September 30, 2009 and 2008.

												Location of Gain or
												(Loss)	Amount of Gain or (Loss)
						Location of Gain or	Amount of Gain or (Loss)					Recognized In Income on	Recognized In Income on
Derivatives In	Amount of Gain or (Loss)					(Loss)	Reclassified from					Derivative (Ineffective	Derivative (Ineffective
Statement	Recognized in OCI on					Reclassified from	Accumulated					Portion and Amount	Portion and Amount
133 Cash flow	Derivative					Accumulated OCI Into	OCI Into Income					Excluded From	Excluded from
Hedging	(Effective Portion)					Income	(Effective Portion)					Effectiveness	Effectiveness Testing)
Relationships	9/30/2009			9/30/2008		(Effective Portion)	9/30/2009			9/30/2008		Testing)	9/30/2009		9/30/2008
Interest Rate												Other non-interest
Products	$	(16	)	$	179	Interest Income	$	(1,180	)	$	—	expense	$	—	$	(216	)
	$	(16	)	$	179		$	(1,180	)	$	—		$	—	$	(216	)

The tables below present the effect of the Company’s derivative financial instruments on the Income Statement for the nine months ended September 30, 2009 and 2008.

Location of Gain or

(Loss)

Amount of Gain or (Loss)

Location of Gain or

Amount of Gain or (Loss)

Recognized In Income on

Recognized In Income on

Derivatives In

Amount of Gain or (Loss)

(Loss)

Reclassified from

Derivative (Ineffective

Derivative (Ineffective

Statement

Recognized in OCI on

Reclassified from

Accumulated

Portion and Amount

Portion and Amount

133 Cash flow

Derivative

Accumulated OCI Into

OCI Into Income

Excluded From

Excluded from

Hedging

(Effective Portion)

Income

(Effective Portion)

Effectiveness

Effectiveness Testing)

Relationships

9/30/2009

9/30/2008

(Effective Portion)

9/30/2009

9/30/2008

Testing)

9/30/2009

9/30/2008

Interest Rate

Other non-interest

Products

$

2,400

$

290

Interest Income

$

(2,350

)

$

—

expense

$

1

$

(221

)

$

2,400

$

290

$

(2,350

)

$

—

$

1

$

(221

)

     The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheet as of September 30, 2009 and December 31, 2008.

	Asset Derivatives						Liability Derivatives
	As of September 30, 2009			As of December 31, 2008			As of September 30, 2009			As of December 31, 2008
	Balance sheet			Balance sheet			Balance sheet			Balance sheet
	location	Fair Value		location	Fair Value		location	Fair Value		location	Fair Value
Derivatives designated as hedging instruments under SFAS 133
Interest Rate Products	Other Assets	$	938	Other Assets	$	—	Other Liabilities	$	—	Other Liabilities	$	(10,442	)
Total derivatives designated as hedging instruments under SFAS 133		$	938		$	—		$	—		$	(10,442	)

8. REGULATORY ACTIONS

Agreement with the Office of Thrift Supervision (OTS)

As we reported in our Form 8-K filed with the SEC on October 15, 2009, we and our bank each entered into a Cease and Desist Order (“Orders”) with the Office of Thrift Supervision (OTS) on October 14, 2009. The orders replace the Supervisory Agreements between the OTS and HWFG and LPB dated April 24, 2009. Significantly, the Orders require among other things, for LPB to become adequately capitalized (4% core tangible capital ratio and 8% total risk based capital ratio) by November 6, 2009, (after the close of the Harrington Bank transaction) and to thereafter raise LPB’s capital levels to an 8% core tangible capital ratio and a 12% total risk based capital ratio by December 31, 2009. At September 30, 2009, Los Padres Bank had a core tangible capital ratio of 6.34% and a total risk-based capital ratio of 6.73% compared to the ultimate requirements of the Cease and Desist Order.

To improve capital ratios, Management has reduced LPB’s net loans by $110.3 million over the last 9 months (ended September 30, 2009) through sales and payoffs. Furthermore, on November 6, 2009, HWFG closed the transaction to sell its Harrington Bank of Kansas to the Arvest Bank as described in Note 9 below. Taking into account this sale and the reversal of a portion of the deferred tax asset valuation allowance, as a result of the

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recent law change, would have improved the September 30, 2009 capital ratios as previously calculated. Therefore, Los Padres Bank reached the goal of being adequately capitalized by November 6, 2009. Furthermore, HWFG currently is in discussions with several investors to increase LPB’s equity capital levels above the required levels of the Orders and is consulting with the OTS and Federal Deposit Insurance Corporation (“FDIC”) on such discussions and strategies.

Although the Company is working hard to address any deficiencies and meet all terms of the Orders, including the capital levels required, no assurances can be given that the required capital can be raised and the capital ratios satisfied by the dates prescribed in the Orders. If the capital ratio levels can not be satisfied by these dates, or HWFG and LPB fail to comply with any other provision of the Orders, we could be subject to further enforcement action by the OTS or FDIC. While HWFG and LPB intend to take such actions as may be necessary to comply with the Orders, there can be no assurance that we will be able to comply fully with the Orders, or that the efforts to comply, or restrictions on the operations contained in the Orders, will not have adverse effects on the Company’s operations and financial condition or jeopardize the going concern status of HWFG.

9. SUBSEQUENT EVENTS

On November 6, 2009, HWFG closed the transaction to sell $91.8 million in loans, all $93.6 million of its deposits, $4.8 million retail repurchase agreements, and $5.5 million in premises and equipment associated with its Harrington Bank of Kansas division at net book value plus a premium of $4.1 million to the Arvest Bank, an Arkansas-chartered commercial bank with offices in Arkansas, Oklahoma, Missouri and Kansas and over $10.5 billion of consolidated assets at September 30, 2009. This transaction did not include the purchase of any Harrington Wealth Management assets managed in the Kansas City market. Upon completion of this transaction, the Company will write-off goodwill and other intangibles of $4.0 million attributable to these locations, resulting in a immaterial gain or loss, but the divestiture will allow HWFG to increase Los Padres Bank’s capital ratios and focus strategically on its western markets of the Central Coast of California and the Phoenix, Arizona metro. No investment bank fees were incurred by HWFG with respect to the transaction with Arvest Bank.

On October 27, 2009 HWFG received a NASDAQ Staff Deficiency Letter indicating that it was not in compliance with NASDAQ Listing Rule 5450(b)(1)(C) because the Company’s Market Value of Publicly Held Securities (“MVPHS”) had fallen below $5.0 million for thirty (30) consecutive trading days. The Company has 90 calendar days to correct this deficiency, which grace period will expire on January 25, 2010. If the Company has not corrected the deficiency by the end of the grace period, the Company will receive written notification that its securities are subject to de-listing. The deficiency can be corrected if, at any time during the grace period, the Company’s MVPHS closes at $5.0 million or more for a minimum of ten (10) consecutive business days.

Since approximately 47% of the Company’s common shares are not included in the MVPHS calculation, the Company’s MVPHS is determined on a limited number of shares increasing the difficulty of correcting the deficiency. Accordingly, the Company is evaluating the alternatives for listing or quotation of its common stock including alternatives beyond regaining compliance with the Global Market requirements.

10. INCOME TAXES

In accordance with SFAS No. 109, ASC 740 “Accounting for Income Taxes”, HWFG uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized based upon expected future tax consequences of existing temporary differences between the financial reporting and the tax reporting basis of assets and liabilities using enacted statutory tax rates. The realization of net deferred tax assets depends upon generating sufficient taxable income or upon our intent and ability to hold available-for-sale debt securities until the recovery of any temporary unrealized losses. If management determines that it is more likely than not that a tax benefit will not be realized, a valuation allowance is recorded to reduce net deferred tax assets.

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In the quarter ended June 30, 2009, management considered all evidence currently available, both positive and negative, the forecasts of future income, applicable tax planning strategies, and assessments of the current and future economic and business conditions and has determined that a valuation allowance should be recorded. Positive evidence includes the existence of taxes paid in available carry-back years as well as taxable income expected to be generated in future periods; the unrealized loss on the securities portfolio recovering as principal repayments are made; the potential to carry-back losses in 2008 and 2009, to taxable income in 2006 and 2007; the tax gain to be recognized on the sale of the Kansas branch locations; our ability to hold available for sale securities in light of the current economic environment; projected future taxable income in the upcoming quarter and various other tax planning strategies that we can implement, if needed, to realize a portion of the deferred tax asset. Negative evidence includes the cumulative losses in the current year and the immediate preceding fiscal year; the downward economic and business trends over the 2008 and 2009 reporting periods; the company’s consecutive losses over the last six quarters; the volatility of earnings in the current economic conditions relative to additions to its provisions for loan losses and other than temporary impairments; and the fact that this was the first quarter in which the company crossed the threshold of having a cumulative net loss over a three year period.

Given that net losses incurred over the last 21 months exceed the profits of the two years prior, no tax benefit of the losses is recorded in the income statement in the September 2009 quarter. As of September 30, 2009, the Company has a deferred tax asset valuation allowance of approximately $8.0 million. However, with the recent law passed by Congress regarding Federal Net Operating Losses (NOL’s) HWFG will be able to carry back these losses up to five years (instead of two years) and obtain refunds for taxes paid in applicable years. The new law would also allow the company to carry forward unused losses up to 20 years against future income. The amount available to be recovered through the extended carryback period, will allow the Company to reverse a portion of the deferred tax asset valuation allowance, which will be recorded in earnings and positively impact risk based capital in the fourth quarter ending December 31, 2009.

Item 2:Management’s Discussion and Analysis of Financial Condition and Results of Operations

Corporate Profile

Harrington West Financial Group, Inc. (NASDAQ: HWFG) is a diversified, community-based, financial institution holding company. Our primary business is delivering an array of financial products and services to commercial and retail consumers through our seventeen full-service banking offices in multiple markets. We also operate Harrington Wealth Management Company, our wholly owned subsidiary, which provides trust and investment management services to individuals and small institutional clients through customized investment allocations and a high service approach. The culture of our company emphasizes building long-term customer relationships through exemplary personalized service. Our corporate headquarters are in Solvang, California with executive offices in Scottsdale, Arizona.

Mission and Philosophy

Our mission is to increase shareholder value through the development of highly profitable, community-based banking operations that offer a broad range of high value loan alternatives, deposit products, and investment and trust services for commercial and retail customers in the markets of the California central coast and the metropolitan area of Phoenix/Scottsdale.

Multiple Market Strategy

We believe this multiple market banking strategy provides the following benefits to our stockholders:

1.	Diversification of the loan portfolio and economic and credit risk.
2.	Options to capitalize on the most favorable growth markets.
3.	The capability to deploy the Company’s diversified product mix and emphasize those products that are best suited for the market.
4.	The ability to price products strategically among the markets in an attempt to maximize profitability.

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Since 1997, we have grown from 4 banking offices to 14 banking offices. As of September 30, 2009, we have 11 full service banking centers on the Central Coast of California from Thousand Oaks to Atascadero along Highway 101 and 3 banking centers in Scottsdale, Arizona. On November 6, 2009, we sold our Kansas banking operations to Arvest Bank, including the three banking centers in Johnson County, Kansas. We have two parcels in the Phoenix metro for future development. These parcels will be developed for new banking centers commensurate with HWFG capital, financial performance, economic conditions, and the approval of the Office of Thrift Supervision.

On November 6, 2009, the Bank completed the sale of its Harrington Bank of Kansas division to Arvest Bank, an Arkansas chartered commercial bank. The sale included $91.8 million in loans, assumption of all $93.6 million deposits, $4.8 million retail repurchase agreements, and $5.5 million in premises and equipment at net book value plus a premium of $4.1 million. The transaction did not include the purchase of any Harrington Wealth Management assets managed in the Kansas City market. The divestiture increased the Bank’s capital ratios and will allow the Company to focus strategically on its western markets of the Central Coast of California and the Phoenix, Arizona metro.

Product Line Diversification

We have broadened our product lines over the last 10 years to diversify our revenue sources and to become a full service community banking company. In 1999, we added Harrington Wealth Management Company, a federally registered trust and investment management company, to provide our customers a consultative and customized investment process for their trust and investment funds. In 2000, we added a full line of commercial banking and deposit products for small to medium sized businesses and expanded our consumer lending lines to provide Home Equity Lines of Credit. In 2001, we added internet banking and bill pay services to augment our in-branch services and consultation. In 2002, we further expanded our mortgage banking and brokerage activities in all of our markets. In 2004, we added the Overdraft Privilege Program and Uvest. Uvest expanded Harrington Wealth Management’s services to include brokerage and insurance products. In 2008, with emphasis on core deposit development, HWFG introduced the successful Power-Up account and Remote Deposit Capture. Late in the June 2009 quarter, HWFG introduced a “Peace of Mind” CD that allows for a one-time increase in the interest rate of the CD, based on Los Padres Bank’s offering rate at that time.

Investment Management

We utilize excess capital in short duration, and have an investment portfolio comprised largely of mortgages and related securities. Our goal is to produce a pre-tax return on these investments of  .75% to 1.00% over the related funding cost. We believe our ability to price loans and investments on an option-adjusted spread basis and manage the interest rate risk of longer term, fixed rate loans, allow us to compete effectively against other institutions that do not offer these products. Given the extreme dislocations in the credit markets in the current environment and our goals to build capital levels, we will selectively reduce the investment portfolio through expected principal reductions and prepayments and possible sales of securities.

Control Banking Risks

We seek to control banking risks. We have established a disciplined credit evaluation and underwriting environment that emphasizes the assessment of collateral support, cash flows, guarantor support, and stress testing. We manage operational risk through stringent policies, procedures, controls and interest rate risk through our modern financial and hedging skills.

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Performance Measurement

We evaluate our performance based upon the primary measures of return on average equity, which we are trying to achieve in the low to mid-teens, earnings per share growth, and additional franchise value creation through the growth of deposits, loans and wealth management assets. We may forego some short term profits to invest in operating expenses for banking center development in an effort to earn future profits.

Long-term Profitability Drivers

The factors that we expect to drive our profitability in the long-term are as follows:

1.	Growing our non-costing consumer and commercial deposits and continuing to change the mix of deposits to fewer time based certificates of deposit. This strategy is expected to lower our deposit cost and increase our net interest margin over time. We have emphasized the development of low cost business accounts and our full-service, free checking and money market accounts for consumers.
2.	Changing the mix of our loans to higher risk-adjusted spread earning categories such as business lending, commercial real estate lending, small tract construction, construction-to-permanent loan lending and selected consumer lending activities such as home equity line of credit loans, commensurate with our credit policy and the economic environment.
3.	Diversifying and growing our banking fee income through existing and new fee income sources such as our overdraft protection program and other deposit fees, loan fee income from mortgage banking, prepayment penalty fees and other loan fees, Harrington Wealth Management trust and investment fees, and other retail banking fees.
4.	Achieving a high level of performance on our investment portfolio by earning a pre-tax total return consisting of interest income plus net gains and losses on securities and related total return swaps over one month LIBOR of approximately 1.00% per annum. With our skills in investment and risk management, we have utilized excess equity capital by investing in a high credit quality, mortgage and related securities portfolio managed to a short duration of three to six months. From 2001 to 2004, the investment portfolio’s performance exceeded our goals and contributed to our record profit performance due to favorable selection of securities and spread tightening on these securities. From 2005 to 2006 the investment portfolio underperformed our goal but still earned a total return in excess of one-month LIBOR. In 2007, 2008 and the first nine months of 2009, the investment portfolio significantly underperformed our goal as a result of the severe credit market dislocations. Given the capital requirements in the Cease and Desist Order with the OTS of 12% total risk based and 8% Tier I core capital ratios, we plan to allow the investment portfolio to decline through principal reduction of approximately $40.0 million per year to build capital ratios. We expect to manage the investment portfolio on a more traditional basis for liquidity and management of interest rate risk after our capital ratio goals are met.
5.	Controlling interest rate risk of the institution and seeking high credit quality of the loan and investment portfolios. The Bank seeks to hedge the marked-to-market value of equity and net interest income to changes in interest rates by matching the effective duration of our assets to our liabilities using risk management tools and practices. The company maintains rigorous loan underwriting standards and credit risk management and review process.

Strategic Response to Cease and Desist Orders, the Current Operating Environment, Housing Downturn, and Economic Recession

Although our long-term strategies remain intact as previously described, given the severe economic and housing recession and its effect on our 2008 and 2009 financial performance, we have implemented a near-term plan to manage through this environment and address our recent Cease and Desist Orders.

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We have the following expectations over the next two years:

1.	The economy will remain in a major recession throughout most of 2009 with some improvement in the latter quarters. Housing prices will continue to be under pressure into 2010 and then start to stabilize with a very slow climb.
2.	A major fiscal stimulus bill and foreclosure reduction program has been enacted. We expect additional stimulus programs will be implemented in 2009, especially if the housing market or employment rates do not improve.
3.	The Federal Reserve will continue to aggressively use non-monetary policy tools to keep interest and mortgage rates low and improve credit spreads by aggressively buying fixed income and mortgage assets in order to stimulate buying in the housing market through early 2010.
4.	The Treasury will continue to allocate more TARP funds to banks from its troubled asset repurchase program.
5.	Combined actions will pull the US into a more normal growth environment by mid 2010. Credit spreads and credit availability will improve moderately over the 2009 to 2010 period.
6.	Our California markets will be more insulated from the housing recession and job losses but still highly affected, with Arizona having higher real estate price depreciation on a median basis. Arizona, however, will have a faster recovery due to its desirable weather pattern and the strong immigration due to demographic trends and job availability (higher retirement and more migration from higher cost and colder weather states).

HWFG’s Response

The very weak housing market, emanating from the burst of the housing bubble and created by the easy credit of the sub-prime lending period, has transitioned into a credit crisis. The consumer remains financially stressed with falling home equity, lower common stock values, and a recessionary economy with growing job losses. This situation has resulted in negative effects to HWFG’s asset quality from falling real estate values and lower cash flow to borrowers to service their debts. HWFG’s earnings have been impacted by a larger requirement for loan loss reserves and write-downs on loans, mortgage securities, and REO due to falling real estate prices (appraisals) and securities values. Although HWFG purchased highly-rated mortgage related securities (nearly all originally A rated or higher) based on conservative loss assumptions at the time, the loss assumptions used by the rating agencies have proved erroneous, and a crisis of confidence for fixed income buyers has resulted, leading to many mortgage markets becoming highly illiquid. Not even the most pessimistic forecasters envisioned the financial crisis that unfolded in late 2007 and 2008 from the excesses of the period from 2003 to 2006.

We have been and remain in a defensive posture to manage through the current housing and economic environment by taking the following steps: (1) suspending any new loans, (2) reducing, to the extent possible, higher credit risk and lower margin (for the risk) loans, (3) further tightening our underwriting standards and curtailing acquisition and development and spec construction lending until the environment improves, (4) expanding and making more profitable the core deposit franchise through our sales, marketing, and service programs, and (5) reducing our mortgage investments through pay-down (about $40 million per year) while we closely monitor collateral performance for impairment and opportunities to liquidate some MBS. As economic conditions improve, we expect to return to pre-recession profit levels. Specifically, the following major strategies envelop our near-term plan:

1. Improve Capital Ratios

Los Padres Bank is subject to more stringent capital standards because of a Cease and Desist Order with the Office of Thrift Supervision and has agreed to become adequately capitalized by November 6, 2009 and to raise capital levels to an 8% Tier I core capital ratio and a 12% total risk based capital by December 31, 2009. To meet 8% core tangible and 12% risk-based capital ratios in the short term, HWFG will pursue principal reductions on loans and securities, loan participations, loan growth origination controls, selective equity capital offerings and other alternatives as necessary.

-24-

We have initiated programs to reduce our risk weighted assets as part of our steps to meet our required capital levels or regulatory requirements. These programs include the following: (1) limiting the availability on Home Equity Lines of Credit (HELOC) based on new valuations of the underlying real estate and a 65% loan to value advance rate, (2) participating loans to other institutions, (3) limiting renewals of loans, and an evaluation of our markets for possible divestiture.

We raised $12.3 million of private equity capital over the last 21 months ending September 30, 2009. We are committed to raising additional equity capital through private channels with an emphasis on minimal dilution to our shareholders. HWFG’s asset quality, although deteriorating due to the economic and housing climate, remains near the median bank as measured by non performing loans to total loans by the FDIC. We have written down our weaker private mortgage securities in 2008 and 2009, and although more write-downs are possible, we believe we have isolated the weak securities to a group with $60.8 million of book value that have been written-down $22.6 million, where further loss potential exists. In the March 2009 quarter, HWFG implemented FAS 115-2, ASC 320, which allows for the credit component of the impairment to be recorded in earnings, while the liquidity component of the fair value loss remains in equity. As a result of this new pronouncement, we expect OTTI write-downs to be somewhat less in the future than they otherwise would have been. We believe HWFG remains an attractive community banking franchise for private investors.

2. Manage Aggressively Problem Assets to Positive Resolution

We have initiated a rigorous problem assets resolution process, with a committee made up of representatives from all the regions, legal, and senior management, to identify, manage, and resolve problem loans. A tracking list with assignments is updated with weekly accountability and follow-up. This process has kept our non-performing loans at a level near the median peer group institutions in the states in which we operate. We are also closely monitoring our troubled mortgage securities for opportunities and allowing our investments to pay down at the rate of approximately $10 million per quarter.

3. Manage and Improve Liquidity of the Bank

We will continue to build the liquidity of the Bank through the following tactics:

a.	Leverage our intensive sales, marketing and service program that emphasizes the building of core deposits at a lower cost. We have experienced favorable progress in this with growth in deposits, after losing about 3% of our deposits in the September to December 2008 quarters as the crisis of confidence in the banking industry became elevated. The higher deposit insurance levels enacted in 2008 and the reduced amount of high rate paying institutions in our markets starved for liquidity have improved the situation.
b.	Efficiently pledge all mortgage and other eligible collateral to the FHLB and FRB to increase borrowing capacity to maximum levels.
c.	Eliminate brokered deposits over time as the core franchise continues to build.
d.	Seek to maintain excess borrowing capacity between $75 and $100 million.

4. Improve Net Interest Margins and Fee Income

a.	Re-price loan renewals to the current higher spread environment while adding floors or maintaining floor rates on floating rate loans. Continue to hedge fixed rate risk.
b.	Reduce NPA’s to the extent possible to increase interest income.
c.	Re-price lower our core deposits to improve margins as the high rate paying competition diminishes.
d.	Expand our deposit fee income sources, Harrington Wealth Management fees, and explore new fee income programs.

-25-

5. Continue to Manage our Banking Risks to a Low Level

a.	Interest rate risk through our rigorous assessment and applied hedging process.
b.	Operational risk through our policies, procedures and related controls.
c.	Liquidity Risk through our core deposit development and back up liquidity plans.
d.	Credit Risk though our underwriting and problem asset resolution process.

6. Control Operating Costs

We have curtailed our growth of new banking centers until the environment improves, have eliminated redundant or under-utilized personnel positions, have cut/eliminated incentive compensation, and have tried to control the ongoing cost of operations through programs aimed at eliminating waste. Problem loan and REO expense has risen due to the current environment offsetting much of these cost reduction programs. We expect problem loan expense will remain historically high into 2010. Also, FDIC insurance and other insurance premiums have increased markedly, offsetting our controllable cost cutting measures.

All of these actions are expected to lead to well-capitalized and growing capital levels, profit recovery, lower overall risk of the institution, and higher shareholder value. No assurance can be given as to when or if our strategy will be successful given the troubled economy. As full compliance with the Cease and Desist Orders is achieved, and the economy and HWFG’s earnings and capital levels improve, we will return to our fundamental long term mission and strategies.

Results of Operations

The company reported a net loss of $4.1 million or $.55 per diluted share in the September 2009 quarter compared with a net loss of $15.6 million or $2.16 per diluted share in the June 2009 quarter and a loss of $3.2 million or $.52 per diluted share in the September 2008 quarter. For the nine months ending September 30, 2009, HWFG incurred a net loss of $21.7 million or $3.05 per diluted share compared to a $6.6 million loss or $1.10 per diluted share in the same period a year ago.

The net loss for the September 2009 quarter was comprised of the following components:

• $341 thousand of core banking income, defined as net interest income plus banking fee and other income minus operating expenses.

• $298 thousand of gains on securities available for sale, from trading assets and other assets.

• $2.4 million of non cash provisions for loan losses. HWFG added $2.4 million to its general and specific allowances for loan losses in the September 2009 quarter, significantly less than the $11.1 million in the June 2009 quarter, as the bulk of weak loans had been reappraised in the June 2009 quarter, and the large reduction in loans associated with loans held for sale to Arvest Bank. (See Asset Quality discussion below).

• $2.3 million of non cash other-than-temporary-impairment on $29.0 million book value of residential mortgage backed securities (RMBS), as the delinquency and loss rates in these securities indicate that all principal and interest cannot be returned.

Given that net losses incurred over the last 21 months exceed the profits of the two years prior, no tax benefit of the losses is recorded in the income statement in the September 2009 quarter. As of September 30, 2009 the Company has a deferred tax asset valuation allowance of approximately $8.0 million. However, with the recent law passed by Congress regarding Federal Net Operating Losses (NOL’s) HWFG will be able to carry back these losses up to five years (instead of two years) and obtain refunds for taxes paid in applicable years. The new law would also allow the company to carry forward unused losses up to 20 years against future income. The amount available to be recovered through the extended carryback period, will allow the Company to reverse a portion of the deferred tax asset valuation allowance, which will be recorded in earnings and positively impact risk based capital in the fourth quarter ending December 31, 2009.

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Net interest income before the provision for loan losses was $6.0 million in the September 2009 quarter compared to $6.9 million in the June 2009 quarter and $7.7 million in the same quarter a year ago. Net interest margin was 2.41% in the September 2009 quarter compared to 2.59% in the June 2009 quarter and 2.67% in the September 2008 quarter. The decline in net interest income and margin on a sequential and comparative quarter basis is attributed to the $14.6 million increase in non performing loans to $39.1 million and the $65.8 million reduction in average earning assets to meet LPB’s required capital levels. For the first 9 months of 2009, net interest income and margin was $18.9 million and 2.35% compared to $22.7 million and 2.55%, respectively, during the same period in 2008. The reduction in net interest income and margin in the comparable nine month periods is due to a lag in the re-pricing of deposits relative to HWFG’s prime and LIBOR based loans, whose rates declined significantly in late 2008 and early 2009 as the Federal Reserve aggressively reduced the Fed Funds rate to address the deep economic recession. Also, the rise in non-performing loans has affected the interest income earned.

The following tables set forth, for the periods presented, information regarding (i) the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rate; (iii) net interest income before provision for loan losses; (iv) interest rate spread; and (v) net interest margin. Information is based on average daily balances during the periods presented.

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	Three Months Ended							Three Months Ended
	September 30, 2009							September 30, 2008
(In thousands)	Balance		Income		Rate (6)			Balance		Income		Rate (6)
Interest earning assets:
Loans receivable (1)	$	710,962	$	10,508		5.90	%	$	812,145	$	13,745		6.76	%
FHLB stock		11,501		24		0.83	%		13,549		207		6.08	%
Securities and trading account assets (2)		275,494		1,903		2.76	%		326,455		3,614		4.43	%
Cash and cash equivalents (3)		8,817		4		0.18	%		13,886		17		0.49	%
Total interest earning assets		1,006,774		12,439		4.93	%		1,166,035		17,583		6.03	%
Non-interest-earning assets		65,298							37,177
Total assets	$	1,072,072						$	1,203,212
Interest bearing liabilities:
Deposits:
NOW and money market accounts	$	152,911		386		1.00	%	$	174,341		1,095		2.50	%
Passbook accounts and certificates of deposit		688,872		3,816		2.20	%		628,823		5,402		3.42	%
Total deposits		841,783		4,202		1.98	%		803,164		6,497		3.22	%
FHLB advances (4)		98,288		1,882		7.60	%		261,946		2,896		4.40	%
Reverse repurchase agreements		22,226		153		2.69	%		19,999		159		3.11	%
Other borrowings (5)		25,774		199		3.02	%		25,774		346		5.25	%
Total interest-bearing liabilities		988,071		6,436		2.57	%		1,110,883		9,898		3.53	%
Non-interest-bearing deposits		44,077							40,901
Non-interest-bearing liabilities		9,971							9,379
Total liabilities		1,042,119					��		1,161,163
Stockholders’ equity		29,953							42,049
Total liabilities and stockholders’ equity	$	1,072,072						$	1,203,212
Net interest-earning assets (liabilities)	$	18,703						$	55,152
Net interest income/interest rate spread			$	6,003		2.36	%			$	7,685		2.50	%
Net interest margin						2.41	%						2.67	%
Ratio of average interest-earning assets to average interest-bearing liabilities						101.89	%						104.96	%

1)	Balance includes non-accrual loans. Income includes fees earned on loans originated and accretion of deferred loan fees.
2)	Consists of securities classified as available for sale, held to maturity and trading account assets. Excludes SFAS 115, ASC 320-10-05, adjustments to fair value, which are included in other non-interest earning assets.
3)	Consists of cash due from banks and federal funds sold.
4)	Interest on FHLB advances is net of hedging costs. Hedging costs include interest income and expense and ineffectiveness adjustments for cash flow hedges. The Company uses pay-fixed, receive floating LIBOR swaps to hedge the short term repricing characteristics of the floating FHLB advances.
5)	Consists of other subordinated debt.
6)	Annualized.

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	Nine Months Ended							Nine Months Ended
	September 30, 2009							September 30, 2008
(In thousands)	Balance		Income		Rate (6)			Balance		Income		Rate (6)
Interest earning assets:
Loans receivable (1)	$	759,262	$	34,502		6.06	%	$	802,401	$	41,616		6.92	%
FHLB stock		11,501		24		0.28	%		13,421		582		5.79	%
Securities and trading account assets (2)		287,501		6,229		2.89	%		360,233		13,268		4.91	%
Cash and cash equivalents (3)		19,147		25		0.17	%		17,277		139		1.07	%
Total interest earning assets		1,077,411		40,780		5.05	%		1,193,332		55,605		6.22	%
Non-interest-earning assets		62,801							38,126
Total assets	$	1,140,212						$	1,231,458
Interest bearing liabilities:
Deposits:
NOW and money market accounts	$	160,944		1,520		1.26	%	$	154,912		2,965		2.56	%
Passbook accounts and certificates of deposit		704,159		13,789		2.62	%		667,020		19,844		3.97	%
Total deposits		865,103		15,309		2.37	%		821,932		22,809		3.71	%
FHLB advances (4)		135,509		5,435		5.36	%		247,326		8,151		4.40	%
Reverse repurchase agreements		20,994		447		2.81	%		37,253		858		3.03	%
Other borrowings (5)		25,774		681		3.48	%		25,774		1,125		5.73	%
Total interest-bearing liabilities		1,047,380		21,872		2.78	%		1,132,285		32,943		3.87	%
Non-interest-bearing deposits		43,453							43,428
Non-interest-bearing liabilities		9,719							11,101
Total liabilities		1,100,552							1,186,814
Stockholders’ equity		39,660							44,644
Total liabilities and stockholders’ equity	$	1,140,212						$	1,231,458
Net interest-earning assets (liabilities)	$	30,031						$	61,047
Net interest income/interest rate spread			$	18,908		2.27	%			$	22,662		2.35	%
Net interest margin						2.35	%						2.55	%
Ratio of average interest-earning assets to average interest-bearing liabilities						102.87	%						105.39	%

1)	Balance includes non-accrual loans. Income includes fees earned on loans originated and accretion of deferred loan fees.
2)	Consists of securities classified as available for sale, held to maturity and trading account assets. Excludes SFAS 115, ASC 320-10-05, adjustments to fair value, which are included in other non-interest earning assets.
3)	Consists of cash due from banks and federal funds sold.
4)	Interest on FHLB advances is net of hedging costs. Hedging costs include interest income and expense and ineffectiveness adjustments for cash flow hedges. The Company uses pay-fixed, receive floating LIBOR swaps to hedge the short term repricing characteristics of the floating FHLB advances.
5)	Consists of other subordinated debt.
6)	Annualized

The Company reported interest income of $12.4 million for the three months ended September 30, 2009 compared to $17.6 million for the three months ended September 30, 2008, a decrease of $5.2 million or 29.6%. The Company reported interest income of $40.8 million for the nine months ended September 30, 2009 compared to $55.6 million for the nine months ended September 30, 2008, a decrease of $14.8 million or 26.6%. The decrease during the periods was due primarily to a declining yield on loans and securities, which was a reflection of declining market rates.

The Company reported total interest expense of $6.4 million for the three months ended September 30, 2009, compared to $9.9 million for the three months ended September 30, 2008, a decrease of $3.5 million or 35.4%. The Company reported total interest expense of $21.9 million for the nine months ended September 30, 2009, compared to $32.9 million for the nine months ended September 30, 2008, a decrease of $11.0 million or 33.4%. The decrease in interest expense during the period was attributable to the reduction in loans receivable and deposits associated with the Kansas sale.

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     The following table sets forth the activity in our allowance for loan losses for the periods indicated.

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2009			2008			2009			2008
	(Dollars in Thousands)						(Dollars in Thousands)
Balance at beginning of period	$	17,401		$	6,847		$	11,449		$	6,446
Charge-offs:
Real estate loans:
Commercial		(124	)		(1,315	)		(6,829	)		(1,315	)
Consumer and other loans		—			(62	)		(206	)		(586	)
Total charge-offs		(124	)		(1,377	)		(7,035	)		(1,901	)
Recoveries		1			—			14			25
Net charge-offs		(123	)		(1,377	)		(7,021	)		(1,876	)
Provision for losses on loans		2,400			1,565			15,250			2,465
Balance at end of period	$	19,678		$	7,035		$	19,678		$	7,035
Allowance for loan losses as a percent of total loans (including loans held for sale) outstanding at the end of the period		2.78	%		0.86	%		2.78	%		0.86	%
Ratio of net charge-offs to average loans outstanding during the period		0.02	%		0.17	%		0.92	%		0.23	%

The provision reflects the reserves management believes are required based upon, among other things, the Company’s analysis of the composition, credit quality, growth or reduction of its single-family real estate and construction loans and commercial and industrial and other segments of the loan portfolios. Our allowance for loan losses has three components: (i) an allocated allowance for specifically identified problem loans, (ii) a formula allowance for non-homogenous loans, and (iii) a formula allowance for large groups of smaller balance homogenous loans. Each of these components is determined based upon estimates that can and do change when the actual events occur. The formula allowance uses a model based on historical losses as an indicator of future losses and as a result could differ from the losses incurred in the future; however, since this history is updated with the most recent loss information, the differences that might otherwise occur may be mitigated. The specific allowance uses various techniques to arrive at an estimate of loss. Historical loss information, discounted cash flows, fair market value of collateral and secondary market information are all used to estimate those losses.

Non-performing loans and REO were $57.8 million at September 30, 2009 compared with $37.5 million at June 30, 2009 and $10.3 million at September 30, 2008. At September 30, 2009, non-performing loans and REO were 7.96% of total loans and REO. Loans that demonstrate some primary weakness, such as land and development and construction loans that are not meeting the lot and home sales forecasts of the original appraisals but are paying as agreed, must be reserved to current appraised values less disposal and holding costs. Although HWFG believes these loans have the potential to earn all principal and interest as the economy and real estate markets improve, HWFG’s approach to establishing reserves based on internal policy and regulatory and accounting guidance has resulted in significant non-cash charges for specific and general reserves for loan losses

Banking fee and other income was $1.2 million in the September 2009 quarter compared to $1.2 million in the June 2009 quarter and $1.1 million in the September 2008 quarter. The improvement in fee income can be attributed to an increase in the higher deposit and other retail fees. For the first nine months of 2009, banking fee and other income was $3.2 million compared with $3.0 million in the first nine months of 2008. A comparison of fee income is shown in the following table:

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Banking Fee & Other Income
(Dollars in thousands)

	September		September					September		September		Annual
	2009		2008		%			2009		2008		%
	Quarter		Quarter		Change			YTD		YTD		Change
Banking Fee Type
Mortgage Brokerage Fee, Prepayment Penalties & Other Loan Fees	$	122	$	125		(2.4	%)	$	410	$	460		(10.9	%)
Deposit, Other Retail Banking Fees & Other Fee Income		706		520		35.8	%		1,841		1,402		31.3	%
Harrington Wealth Management Fees		205		234		(12.4	%)		585		743		(21.3	%)
Increase in Cash Surrender Value of Life Insurance, net		125		180		(30.6	%)		409		421		(2.9	%)
Total Banking Fee & Other Income	$	1,158	$	1,059		9.3	%	$	3,245	$	3,026		7.2	%

HWFG’s operating expenses were $6.8 million in the September 2009 quarter, compared with $7.2 million in the June 2009 quarter (including the special FDIC assessment of $.6 million) and $6.3 million in the September 2008 quarter. For the first nine months of 2009, operating expenses were $20.3 million compared with $18.5 million in the same period of 2008. Although HWFG has reduced compensation and benefit expenses, eliminated discretionary incentive compensation, and suspended marketing expense, regular and special FDIC insurance expense, other insurance expense, and REO and problem loan expenses have increased markedly in the current environment, causing the increase to total operating expenses for the quarter and year-to-date periods. As such, with LPB’s lower FDIC insurance ratings, FDIC premium expense was $720 thousand in the September 2009 quarter compared to $185 thousand in the September 2008 quarter, accounting for more than the total increase in expenses in this quarter to quarter comparison. As HWFG restores the capital ratios of LPB to the required levels, we expect the FDIC insurance assessment ratings to be improved with lower overall premiums.

HWFG Operating Expenses by Category

	Quarter Ended					Nine months Ended
	September 30,					September 30,
	2009			2008		2009		2008
Salaries and employee benefits	$	3,184		$	3,428	$	9,872	$	10,225
Premises and equipment		991			1,025		2,974		3,041
FDIC Insurance Premium		720			185		1,926		478
Insurance premiums		77			62		206		207
Marketing		(1	)		143		143		383
Computer services		267			235		778		781
Professional fees		203			198		611		503
REO Expense		372			150		1,026		276
Office expenses and supplies		138			192		484		620
Other (1)		869			651		2,325		1,947
Total other expenses	$	6,820		$	6,269	$	20,345	$	18,461

(1) Consists primarily of regulatory fees, and other miscellaneous expenses.

Financial Condition

HWFG’s financial results continue to be negatively affected by the very weak housing market, the economic recession, and the credit crisis, putting considerable financial stress on borrowers. As primary weaknesses develop in loans, the underlying collateral must be reappraised to determine any impairment, and if any,

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specific reserves must be established based on the new appraisals. Furthermore, a $60.8 million book value segment of the RMBS portfolio (written down $22.6 million over the last 9 quarters) has demonstrated delinquencies on the underlying loans and losses on the disposal of REO that indicate that the principal and scheduled interest can not be returned. HWFG’s non-performing loans and REO remain near the median level for all FDIC insured institutions, and HWFG is focused on working-out problem assets and loans and returning to profitability.

Securities and Investment Activities

The Company manages the securities portfolio in an effort to enhance income, improve liquidity, and meet the qualified Thrift Lender test.

The total investment portfolio was $235.8 million at September 30, 2009 compared with $245.6 million at June 30, 2009 and $286.1 million at September 30, 2008. The investment portfolio continues to pay-down at the rate of approximately $10 million per quarter. In the September 2009 quarter, $26.7 million book value of the RMBS portfolio were downgraded from investment grade to below investment grade, resulting in $112.8 million book value of the investment portfolio being below investment grade at September 30, 2009. As previously stated, a group of $29.0 million book value of securities were deemed to be OTTI and written down $2.3 million in the quarter. HWFG has identified the weak securities to be a group of $60.8 million at book value, which over the last 9 quarters have been written down $22.6 million. HWFG maintains that the remaining book value of $206.1 million of securities with a fair value loss of $21.5 million or $1.83 per share after tax at September 30, 2009 are expected to return scheduled principal and interest.

The amortized cost and market values of available-for-sale securities are as follows:

	Amortized
	Cost		Fair Value
September 30, 2009
Agency MBS	$	43,217	$	44,066
Non-agency mortgage securities		70,196		63,583
Subprime mortgage securities		150,327		124,797
Other securities		3,202		2,569
	$	266,942	$	235,015

	Amortized
	Cost		Fair Value
December 31, 2008
Agency MBS	$	50,284	$	50,282
Non-agency mortgage securities		82,878		76,522
Subprime mortgage securities		164,148		144,274
Other securities		3,726		2,600
	$	301,036	$	273,678

Over the past several quarters, the rating agencies have revised downward their original ratings on thousands of mortgage securities which were issued during the 2001-2007 time period. As of September 30, 2009, the Company held $117.1 million in fair value of investments that were originally rated “Investment Grade” but have been downgraded to “Below Investment Grade” rated by at least one of three recognized rating agencies. However, 49.8% of the fair value or 48.1% based on amortized cost of the portfolio remained “AA” rated or higher by all nationally recognized rating agencies rating the securities.

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As of September 30, 2009, the composition of the Company’s available-for-sale portfolios by credit rating was as follows:

	Amortized
	Cost		Fair Value
September 30, 2009
Agency	$	43,217	$	44,066
AAA		15,892		15,303
AA		69,262		57,712
A		7,427		6,484
BBB		18,352		15,684
Below investment grade		112,792		95,766
	$	266,942	$	235,015

	Amortized
	Cost		Fair Value
December 31, 2008
Agency	$	50,284	$	50,282
AAA		49,419		45,779
AA		91,981		80,038
A		55,412		49,840
BBB		25,016		21,888
Below investment grade		28,924		25,851
	$	301,036	$	273,678

HWFG is not a program originator of sub-prime loans but has invested in investment grade sub-prime securities, which had original ratings predominantly above “AA”, in a portion of its investment portfolio when the Company’s analysis indicated the spreads and return potential of these securities was high relative to the underlying risk. HWFG does not rely solely on the rating agencies’ analysis and ratings of sub-prime securities. Management performs its own independent analysis of the expected cash flows for more extreme delinquency, default, and estimates of losses incurred in the foreclosure and sale process to determine whether credit enhancement is sufficient for the spread to be earned relative to the risk of default. HWFG also reviews the nature of the issuers and their underwriting performance as well as the capabilities and performance of the servicers of the underlying loans and securities. HWFG has not invested in collateralized debt obligations (CDO’s) and does not anticipate doing so. As of September 30, 2009, the composition of the Company’s available-for-sale portfolio by type of security was as follows:

	Amortized
	Cost		Fair Value
September 30, 2009
Mortgage-backed securities — pass throughs	$	43,217	$	44,065
Collateralized mortgage obligations		69,503		62,813
Asset-backed securities (underlying securities mortgages)		152,697		127,113
Asset-backed securities		1,525		1,024
	$	266,942	$	235,015

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	Amortized
	Cost		Fair Value
December 31, 2008
Mortgage-backed securities — pass throughs	$	50,284	$	50,282
Collateralized mortgage obligations		83,376		77,236
Asset-backed securities (underlying securities mortgages)		165,721		145,459
Asset-backed securities		1,655		701
	$	301,036	$	273,678

HWFG monitors its investments on an on-going basis and, at least quarterly, performs an analysis on certain of its investments in order to ascertain whether any decline in market value is other-than-temporary. In the quarter ended September 30, 2009, the results of this analysis indicated that a portion of the decline in market value of twenty-four securities, with a book value of $29.0 million, was other-than-temporary, and, as a result, the affected securities were written down by $2.3 million on a pre-tax basis.

Loans

The Company’s primary focus with respect to its lending operations has historically been the direct origination of single-family and multi-family residential, commercial real estate, business, and consumer loans. As part of its strategic plan to diversify its loan portfolio, the Company, starting in 2000, increased its emphasis on loans secured by commercial real estate, industrial loans and consumer loans. Recently, in the harsh economic environment and real estate markets, HWFG has been reducing higher risk-weighted loans to build capital levels.

Net loans, including loans held for sale were $688.0 million at September 30, 2009 compared to $731.7 million at June 30, 2009 and $811.4 million at September 30, 2008. A primary strategy to build HWFG’s capital ratios to meet the agreed upon requirements with the OTS has been to reduce high risk-weighted loans through the maturity or non renewal of selected loans and loan sales. In the September 2009 quarter, HWFG reduced total gross loans by $42.7 million through $9 million in sales of single family, commercial real estate and multi-family mortgage loans, $5.7 million of transfers to REO and the maturity and payoff of $27.0 million of loans. To date, in the December 2009 quarter, HWFG reduced its loans by another $92 million through the sale of its Harrington Bank division to Arvest Bank. HWFG will continue its strategy to reduce higher risk weighted loans and other assets until it meets the required capital ratios through its combined capital augmentation strategies, and once reached, will return to the controlled growth of the loan portfolio in its western markets. In fact, since the beginning of 2009, HWFG has reduced its construction and development portfolio by 27.3% or $34.3 million to $91.4 million at September 30, 2009.

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HWFG Net Loan Growth and Mix

	(Dollars in millions)
	September 30, 2009						December 31, 2008						September 30, 2008
				% of						% of						% of
Loan Type	Total			Total			Total			Total			Total			Total
Commercial Real Estate	$	249.6			35.2	%	$	260.9			32.2	%	$	263.6			32.1	%
Multi-family Real Estate		60.2			8.5	%		85.2			10.4	%		89.2			10.9	%
Construction (1)		91.4			12.9	%		125.7			15.4	%		129.2			15.8	%
Single-family Real Estate		134.1			18.9	%		139.3			17.2	%		137.8			16.8	%
Commercial and Industrial Loans		94.0			13.3	%		118.9			14.7	%		120.7			14.7	%
Unimproved Land		47.2			6.7	%		48.5			6.0	%		48.6			5.9	%
Consumer Loans		30.5			4.3	%		29.8			3.7	%		28.0			3.4	%
Other Loans (2)		1.8			0.2	%		3.1			0.4	%		3.2			0.4	%
Total Gross Loans(3)		708.8			100.0	%		811.4			100.0	%		820.3			100.0	%
Allowance for loan loss		(19.7	)					(11.4	)					(7.0	)
Deferred fees		(0.7	)					(1.2	)					(1.4	)
Discounts/Premiums		(0.4	)					(0.5	)					(0.5	)
Net Loans Receivable	$	688.0					$	798.3					$	811.4

(1)	Includes loans secured by residential, land and commercial properties. At September 30, 2009 we had $16.8 million of construction loans secured by single-family residential properties, $53.9 million secured by commercial properties, $19.0 million for land development and $1.7 million secured by multi-family residential properties.
(2)	Includes loans collateralized by deposits and consumer line of credit loans.
(3)	Table included loans held for sale

In the quarter, HWFG added $5.0 million to its specific reserve, of which $5.0 million transfered from its general reserve for loan and lease losses and charged off $124 thousand. At September 30, 2009, the reserve for loan and lease losses was $19.7 million or 2.78 % of loans compared to $17.4 million or 2.32% of loans at June 30, 2009 and $7.0 million or .86% of loans at September 30, 2008.

Deposits

Net of brokered deposits, retail and commercial deposits were $840.0 million at September 30, 2009 compared to $793.8 million at June 30, 2009 and $770.0 million at September 30, 2008. These deposits increased in the September quarter as HWFG built its core deposits within its pricing disciplines and FDIC guidance. At September 30, 2009, HWFG had $60.4 million of brokered deposits, which declined $29.6 million from June 30, 2009 due to scheduled maturity. The remaining brokered deposits mature over the remainder of 2009. The cost of deposits declined by 23 bps in the September 2009 quarter from 2.21% at June 30, 2009 to 1.98% at September 30, 2009. The Bank has initiated campaigns to build retail deposits within its pricing disciplines and is showing some favorable growth results in the current quarter. Cash and borrowing capacity (a measure of liquidity) improved over the quarter, net of borrowings, with $117.3 million at September 30, 2009 compared to $97.7 at June 30, 2009.

FHLB Advances

Advances from the Federal Home Loan Bank (“FHLB”) of San Francisco decreased to $79.0 million at September 30, 2009, compared to $127.6 million at June 30, 2009 and $203.0 million at September 30, 2008. For additional information concerning limitations on FHLB advances, see “Liquidity and Capital Resources.”

Stockholders’ Equity

Stockholders’ equity was $26.3 million at September 30, 2009, as compared to $46.4 million at December 31, 2008, a decrease of $20.1 million or 43.3%. Book value per common share, therefore, was $3.40 at September 30, 2009 compared to $6.37 at December 31, 2008. The decrease in stockholders’ equity for the first nine months of 2009 is due primarily to the following factors: an increase of $6.0 million after-tax unrealized loss

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on the AFS portfolio, less $3.2 million of unrealized losses on the AFS portfolio for which other-than-temporary impairment was recognized in earnings, a increase of $2.4 million after-tax in the market value of cash flow hedges due to higher interest rates, a net operating loss of $21.7 million in the first nine months of 2009, $500 thousand in capital contributions, and stock compensation expense of $249 thousand.

Liquidity and Capital Resources

Liquidity—The liquidity of Los Padres Bank was within policy limitations at 12.6% at September 30, 2009 as compared to 11.37% at September 30, 2008. Los Padres Bank is a consolidated subsidiary of the Company and is monitored closely for regulatory purposes at the Bank level by calculating the ratio of cash, cash equivalents (not committed, pledged or required to liquidate specific liabilities), investments and qualifying mortgage-backed securities to the sum of total deposits plus borrowings payable within one year. At September 30, 2009, Los Padres Bank’s “liquid” assets totaled approximately $117.6 million.

In general, Los Padres Bank’s liquidity is represented by cash and cash equivalents and is a product of its operating, investing and financing activities. The Bank’s primary sources of internal liquidity consist of deposits, prepayments and maturities of outstanding loans and mortgage-backed and related securities, maturities of short-term investments, sales of mortgage-backed and related securities and funds provided from operations. The Bank’s external sources of liquidity consist of borrowings, primarily advances from the FHLB of San Francisco, securities sold under agreements to repurchase and borrowings from the Federal Reserve Bank Discount Window. At September 30, 2009, the Bank had $79.0 million in FHLB advances and had $78.7 million of additional borrowing capacity with the FHLB of San Francisco based on a 15% of total Bank asset limitation. Borrowing capacity from the FHLB is further limited to $68.9 million based on excess collateral pledged at the FHLB as of September 30, 2009. The Bank also had additional borrowing capacity of $26.8 million through the Federal Reserve Bank Discount Window. The Bank monitors closely its daily deposit flows, borrowing capacity, and other cash flows to maintain combined borrowing capacity with the FHLB and FRB of $75 to $100 million.

A substantial source of the Company’s cash flow from which it services its debt and capital trust securities, pays its obligations, and pays dividends to its shareholders is the receipt of dividends from Los Padres Bank. The availability of dividends from Los Padres Bank is limited by various statutes and regulations. In order to make such dividend payments, Los Padres Bank is required to provide annual advance notice to the Office of Thrift Supervision (“OTS”), at which time the OTS may object to the proposed dividend payments. As part of the Cease and Desist Order, HWFG and LPB may not declare, make or pay any dividends or capital distributions without obtaining the prior written non-objection of the OTS. In the event Los Padres Bank is unable to pay dividends to us, we may not be able to service our debt, pay our obligations, or pay dividends on our common stock. As of September 30, 2009, the dividend payments on HWFG’s two trust preferred issuances have been suspended pending availability of cash and OTS non-objection under our Cease and Desist Order. The HWFG Board has suspended the regular quarterly dividend to preserve capital in the current economic and housing environment.

Capital Resources.Federally insured savings institutions such as Los Padres Bank are required to maintain minimum levels of regulatory capital. Under applicable regulations, an institution is well capitalized if it has a total risk-based capital ratio of at least 10.0%, a Tier 1 risk-based capital ratio of at least 6.0% and a leverage ratio of at least 5.0%, with no written agreement, order, capital directive, prompt corrective action directive or other individual requirement by the OTS to maintain a specific capital measure. An institution is adequately capitalized if it has a total risk-based capital ratio of at least 8.0% and a Tier 1 risk-based capital ratio of at least 4.0% and a leverage ratio of at least 4.0% (or 3.0% if it has a composite rating of “1”). The regulation also establishes three categories for institutions with lower ratios: undercapitalized, significantly undercapitalized and critically undercapitalized.

At September 30, 2009, the Bank’s Core Capital Ratio was 6.34% and Total Risk-Based Capital Ratio was 6.73% compared with a Core Capital Ratio of 7.24% and a Total Risk Based Capital Ratio of 10.21% at December 31, 2008. The decline in the risk based capital ratio was due primarily to the additional capital required for downgraded debt securities below investment grade, which generally require 200% risk based capital rather than 20% to 100% for investment grade securities and the recording of a valuation allowance to reduce net deferred tax assets. This resulted in Los Padres Bank falling below the capital requirements of an

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adequately capitalized institution under applicable Federal regulations. Falling below adequately capitalized levels potentially subjects the Bank to Prompt Corrective Action measures under federal regulation, whereby the OTS and FDIC can impose further restrictions on our business activities and more stringent timelines to meet the agreed-upon capital requirements to return the Bank to an adequately capitalized position as defined by regulation.

HWFG is required by the OTS to reach and maintain an adequately capitalized status on or before November 6, 2009 and to raise its total risk based capital to 12% and core Tier 1 (core) capital ratio to 8% by December 31, 2009. HWFG has developed comprehensive plans to meet these capital requirements by the stated dates through asset reduction strategies and other capital building strategies with an emphasis on minimizing dilution to its shareholders, but these have been impacted by the additional capital required for downgraded debt securities, the valuation allowance on deferred tax assets, and the increased provision for loan losses.

As previously noted, on November 6, 2009, HWFG closed the transaction to sell $91.8 million in loans, all $93.6 million of its deposits, $4.8 million retail repurchase agreements, and $5.5 million in premises and equipment associated with its Harrington Bank of Kansas division at net book value plus a premium of $4.1 million to Arvest Bank, an Arkansas-chartered commercial bank with offices in Arkansas, Oklahoma, Missouri and Kansas and over $10.5 billion of consolidated assets at September 30, 2009. This transaction did not include the purchase of any Harrington Wealth Management assets managed in the Kansas City market. The divestiture increased Los Padres Bank’s capital ratios and will allow HWFG to focus strategically on its western markets of the Central Coast of California and the Phoenix, Arizona metro. No investment banking fees were incurred by HWFG with respect to the transaction with Arvest Bank. HWFG has developed comprehensive plans to meet the required capital requirements through asset reduction and other capital building strategies, which the Company is currently executing.

Asset and Liability Management

The Company evaluates the change in its market value of portfolio equity (“MVPE”) to changes in interest rates and seeks to manage these changes to relatively low levels through various risk management techniques. MVPE is defined as the net present value of the cash flows from an institution’s existing assets, liabilities and off-balance sheet instruments. The MVPE is estimated by valuing the Company’s assets, liabilities and off-balance sheet instruments under various interest rate scenarios. The extent to which assets gain or lose value in relation to the gains or losses of liabilities determines the appreciation or depreciation in equity on a market value basis. MVPE analysis is intended to evaluate the impact of immediate and sustained interest rate shifts of the current yield curve upon the market value of the current balance sheet. In general, financial institutions are negatively affected by an increase in interest rates to the extent that interest-bearing liabilities mature or reprice more rapidly than interest-earning assets. This factor causes the income and MVPE of these institutions to increase as rates fall and decrease as interest rates rise.

The Company’s management believes that its asset and liability management strategy, as discussed below, provides it with a competitive advantage over other financial institutions. The Company believes that its ability to hedge its interest rate exposure through the use of various interest rate contracts provides it with the flexibility to acquire loans structured to meet its customer’s preferences and investments that provide attractive net risk-adjusted spreads, regardless of whether the customer’s loan or our investment is fixed-rate or adjustable-rate, short-term or long-term. Similarly, the Company can choose a cost-effective source of funds and subsequently engage in an interest rate swap or other hedging transactions so that the interest rate sensitivities of its interest-earning assets and interest-bearing liabilities are more closely matched.

The Company’s asset and liability management strategy is formulated and monitored by the board of directors of Los Padres Bank. The Board’s written policies and procedures are implemented by the Asset and Liability Committee of Los Padres Bank (“ALCO”), which is comprised of Los Padres Bank’s chief executive officer, president, chief financial officer, chief lending officer, president of the Kansas region/chief commercial lending officer, and four non-employee directors of Los Padres Bank. The ALCO meets at least eight times a year to review the sensitivity of Los Padres Bank’s assets and liabilities to interest rate changes, investment opportunities, the performance of the investment portfolios, and prior purchase and sale activity of securities. The ALCO also provides guidance to management on reducing interest rate risk and on investment strategy and retail pricing and funding decisions with respect to Los Padres Bank’s overall asset and liability

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composition. The ALCO reviews Los Padres Bank’s liquidity, cash flow needs, interest rate sensitivity of investments, deposits and borrowings, core deposit activity, current market conditions and interest rates on both a local and national level in connection with fulfilling its responsibilities.

The ALCO regularly reviews interest rate risk with respect to the impact of alternative interest rate scenarios on net interest income and on Los Padres Bank’s MVPE. ALCO also reviews analyses concerning the impact of changing market volatility, prepayment forecast error, and changes in option-adjusted spreads and non-parallel yield curve shifts.

In the absence of hedging activities, the Company’s MVPE would decline as a result of a general increase in market rates of interest. This decline would be due to the market values of the Company’s assets being more sensitive to interest rate fluctuations than are the market values of its liabilities due to its investment in and origination of generally longer-term assets which are funded with shorter-term liabilities. Consequently, the elasticity (i.e.,the change in the market value of an asset or liability as a result of a change in interest rates) of the Company’s assets is greater than the elasticity of its liabilities.

Accordingly, the primary goal of the Company’s asset and liability management policy is to effectively increase the elasticity of its liabilities and/or effectively contract the elasticity of its assets so that the respective elasticities are matched as closely as possible. This elasticity adjustment can be accomplished internally, by restructuring the balance sheet, or externally by adjusting the elasticities of assets and/or liabilities through the use of interest rate contracts. The Company’s strategy is to hedge, either internally through the use of longer-term certificates of deposit or less sensitive transaction deposits and FHLB advances, or externally through the use of various interest rate contracts.

External hedging generally involves the use of interest rate swaps, caps, floors, options and futures. The notional amount of interest rate contracts represents the underlying amount on which periodic cash flows are calculated and exchanged between counterparties. However, this notional amount does not necessarily represent the principal amount of securities that would effectively be hedged by that interest rate contract.

In selecting the type and amount of interest rate contract to utilize, the Company compares the elasticity of a particular contract to that of the securities to be hedged. An interest rate contract with the appropriate offsetting elasticity could have a notional amount much greater than the face amount of the securities being hedged.

Critical Accounting Policies

Critical accounting policies are discussed within our Form 10-K dated December 31, 2008. There are no changes to these policies as of September 30, 2009.

Cautionary Statement Regarding Forward-Looking Statements.

Certain statements contained in this Form 10-Q, including, without limitation, statements containing the words “believes”, “anticipates”, “intends”, “expects”, and words of similar import, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: the current economic and financial crisis in the United States and abroad, and the response of government and bank regulators thereto, general economic and business conditions in those areas in which we operate, our ability to comply with our Cease and Desist Order with the OTS, and profitably operate under the restrictions of such agreement, demographic changes, competition, fluctuations in interest rates, changes in business strategy or development plans, changes in governmental regulation, credit quality, the availability of capital to fund the expansion of our business, economic, political and global changes arising from the war on terrorism, the conflict with Iraq and its aftermath, and other factors referenced in our 2008 Annual Report as filed on form 10-K, including in “Item 1A. Risk Factors.”

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Because these forward-looking statements are subject to risks and uncertainties, our actual results may differ materially from those expressed or implied by these statements. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Form 10-Q. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The future results and stockholder values of our common stock may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict.

We do not undertake any obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

Item 3:Quantitative and Qualitative Disclosures about Market Risk

The OTS requires each thrift institution to calculate the estimated change in the institution’s MVPE assuming an instantaneous, parallel shift in the Treasury yield curve of 100 to 300 basis points either up or down in 100 basis point increments. The OTS permits institutions to perform this MVPE analysis using their own internal model based upon reasonable assumptions.

In estimating the market value of mortgage loans and mortgage-backed securities, the Company utilizes various prepayment assumptions, which vary, in accordance with historical experience, based upon the term, interest rate, prepayment penalties, if applicable, and other factors with respect to the underlying loans. At September 30, 2009, these prepayment assumptions varied from 0.0% to 28.0% for fixed-rate mortgages and mortgage-backed securities and varied from 0.0% to 26.0% for adjustable-rate mortgages and mortgage-backed securities.

The following table sets forth at September 30, 2009, the estimated sensitivity of the Bank’s MVPE to parallel yield curve shifts using the Company’s internal market value calculation which was implemented in the June 2009 quarter. The table demonstrates the sensitivity of the Company’s assets and liabilities both before and after the inclusion of its interest rate contracts.

	Change In Interest Rates (In Basis Points) (1)
	-300			-200			-100			Base	+100			+200			+300
Market value gain (loss) in assets	$	27,407		$	21,432		$	12,607				($15,200	)		($31,143	)		($47,116	)
Market value gain (loss) of liabilities		(14,335	)		(12,062	)		(6,650	)			8,675			19,001			29,352
Market value gain (loss) of net assets before interest rate contracts		13,072			9,370			5,957				(6,525	)		(12,142	)		(17,764	)
Market value gain (loss) of interest rate contracts		(11,576	)		(7,854	)		(3,790	)			3,513			6,771			9,797
Total change in MVPE (2)	$	1,496		$	1,516		$	2,167				($3,012	)		($5,371	)		($7,967	)
Change in MVPE as a percent of:
MVPE (2)		2.50	%		2.53	%		3.62	%			-5.03	%		-8.97	%		-13.30	%
Total assets of the Bank (3)		-0.02	%		0.02	%		0.13	%			-0.20	%		-0.33	%		-0.49	%

(1)	Assumes an instantaneous parallel change in interest rates at all maturities.
(2)	Based on the Company’s pre-tax tangible MVPE of $65.8 million at September 30, 2009.
(3)	Pre-tax tangible MVPE as a percentage of tangible assets.

The table set forth above does not purport to show the impact of interest rate changes on the Company’s equity under generally accepted accounting principles. Market value changes only impact the Company’s income statement or the balance sheet to the extent the affected instruments are marked to market, and over the life of the instruments as an impact on recorded yields.

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Item 4(T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). The evaluation was based on confirmations provided by a number of senior officers. Based upon that evaluation, the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.

Changes in Internal Control over Financial Reporting

For the quarter ended September 30, 2009, there have been no significant changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure controls and procedures are Company controls designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing these controls and procedures, management recognizes that they can only provide reasonable assurance of achieving the desired control objectives. Management also evaluated the cost-benefit relationship of possible controls and procedures.

PART II —OTHER INFORMATION

Item 1:	Legal Proceedings
	The Company is involved in various legal proceedings occurring in the ordinary course of business, which, in the aggregate, are believed by management to be immaterial to the financial condition and results of operations of the Company.

Item 1A.	Risk Factors
	Except as set forth below, there were no material changes in the third quarter of 2009 to the risk factors discussed in the Company’s 10-K for the year ended December 31, 2008.
	We are subject to various regulatory requirements and are subject to regulatory restrictions and enforcement actions.
	In light of the current challenging operating environment, along with our elevated level of non-performing assets, delinquencies, and adversely classified assets, we are subject to increased regulatory scrutiny, and are, and may become, subject to potential enforcement actions. Such enforcement actions could place limitations on our business and adversely affect our ability to implement our business plans, including our growth strategy. Currently the Bank is adequately capitalized, but at September 30, 2009, was not, and the regulatory agencies have the authority to restrict our operations to those consistent with less than adequately capitalized institutions. For example, if the regulatory agencies were to impose such a restriction, we would likely have limitations on our lending activities. The regulatory agencies also have the power to limit the rates paid by the Bank to attract retail deposits in its local markets, and we currently are operating under

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limitations on our use of brokered deposits, as defined by federal bank regulatory guidelines. We have been, and may further be, required to reduce our levels of non-performing and classified assets within specified time frames. These time frames might not necessarily result in maximizing the price that might otherwise be received for the underlying assets. In addition, if such restrictions were also imposed upon other institutions that operate in the Bank’s markets, multiple institutions disposing of assets, including properties taken through foreclosure on collateral, at the same time could further diminish the potential proceeds received from the sale of these assets. If any of these or other additional restrictions are placed on us, it would limit the resources currently available to us.

As previously disclosed, HWFG and the Bank currently are subject to Cease and Desist Orders issued by the Office of Thrift Supervision. These Orders require us to take certain steps to further strengthen the Bank and HWFG, including, but not limited to, reducing the level of classified assets, significantly increasing capital levels, and addressing other criticisms from our most recent examination. We are taking actions to address all requirements of the Orders, but no assurance can be given that we will be successful in fully complying with the Orders in the time frames required by our regulators. Failure to fully comply with the Orders will subject HWFG and the Bank to further enforcement action by the Office of Thrift Supervision and/or the Federal Deposit Insurance Corporation.

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds
	Not applicable.

Item 3:	Defaults Upon Senior Securities
	Not applicable.

Item 4:	Submission of Matters to a Vote of Security Holders
	None

Item 5:	Other Information
	Not applicable.

Item 6: Exhibits

EXHIBIT NO.	DESCRIPTION
31.1	Section 302 Certification by Chief Executive Officer filed herewith.
31.2	Section 302 Certification by Chief Operating Officer filed herewith.
31.3	Section 302 Certification by Chief Financial Officer filed herewith.
32	Section 906 Certification by Chief Executive Officer, Chief Operating Officer and Chief Financial Officer furnished herewith.

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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.

	HARRINGTON WEST FINANCIAL GROUP, INC.
November 16, 2009	By:	/s/Craig J. Cerny
		Craig J. Cerny
		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
November 16, 2009	By:	/s/William W. Phillips, jr.
		William W. Phillips, Jr.
		President, Chief Operating Officer (Principal Executive Officer)
November 16, 2009	By:	/s/ Kerril Steele
		Kerril Steele
		Sr. Vice-President, Chief Financial Officer (Principle Financial and Accounting Officer)

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