UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ____________ Commission File Number 0-27940 HARRINGTON FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Indiana 48-1050267 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 722 East Main Richmond, Indiana 47374 - -------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) (765) 962-8531 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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. Yes [ X ] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of November 7, 1997, there were issued and outstanding 3,256,738 shares of the Registrant's Common Stock, par value $.125 per share. HARRINGTON FINANCIAL GROUP, INC. AND SUBSIDIARY TABLE OF CONTENTS Page ---- Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of September 30, 1997 (unaudited) and June 30, 1997 1 Consolidated Statements of Income (unaudited) for the three months ended September 30, 1997 and 1996. 2 Consolidated Statements of Cash Flows (unaudited) for the three months ended September 30, 1997 and 1996. 3 Notes to Unaudited Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 Part II. Other Information Item 1. Legal Proceedings 11 Item 2. Changes in Securities 11 Item 3. Defaults Upon Senior Securities 11 Item 4. Submission of Matters to a Vote of Security-Holders 11 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 Signatures HARRINGTON FINANCIAL GROUP, INC. AND SUBSIDIARY Consolidated Balance Sheets (Dollars in Thousands) (Unaudited) September 30, June 30, 1997 1997 --------- --------- ASSETS Cash $ 1,271 $ 1,207 Interest-bearing deposits 10,624 8,309 --------- --------- Total cash and cash equivalents 11,895 9,516 Securities held for trading - at fair value (amortized cost of $392,094 and $314,953) 394,819 317,355 Securities available for sale - at fair value (amortized cost of $1,080 and $1,183) 1,036 1,125 Due from brokers -- 11,308 Loans receivable, net 99,597 93,958 Interest receivable, net 2,245 2,080 Premises and equipment, net 4,526 4,424 Federal Home Loan Bank of Indianapolis stock 4,852 4,852 Other 2,073 2,179 --------- --------- Total assets $ 521,043 $ 446,797 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $ 138,921 $ 136,175 Securities sold under agreements to repurchase 316,245 245,571 Federal Home Loan Bank advances 26,000 26,000 Interest payable on securities sold under agreements to repurchase 250 300 Other interest payable 1,579 787 Note payable 9,995 9,995 Advance payments by borrowers for taxes & insurance 795 585 Deferred income taxes, net 1,218 1,249 Accrued income taxes payable 236 -- Deferred compensation payable 82 89 Accrued expenses payable and other liabilities 500 1,052 --------- --------- Total liabilities 495,821 421,803 --------- --------- Common stock 407 407 Additional paid-in-capital 15,623 15,623 Unrealized loss on securities available for sale, net of tax (27) (35) Retained earnings 9,219 8,999 --------- --------- Total stockholders' equity 25,222 24,994 --------- --------- Total liabilities and stockholders' equity $ 521,043 $ 446,797 ========= ========= See notes to unaudited consolidated financial statements. 1 HARRINGTON FINANCIAL GROUP, INC. AND SUBSIDIARY Consolidated Statements of Income (Dollars in Thousands Except Share Data) (Unaudited) Three Months Ended September 30, --------------------- 1997 1996 ------- ------- INTEREST INCOME Securities held for trading $ 6,077 $ 6,986 Securities available for sale 25 41 Loans receivable 1,824 1,306 Dividends on Federal Home Loan Bank stock 101 52 Deposits 309 259 Net interest expense on interest rate contracts maintained in the trading portfolio (199) (70) ------- ------- Interest income 8,137 8,574 ------- ------- INTEREST EXPENSE Deposits 1,908 1,840 Federal Home Loan Bank advances 422 411 Short-term borrowings 4,004 4,032 Long-term borrowings 218 211 ------- ------- Interest expense 6,552 6,494 ------- ------- NET INTEREST INCOME 1,585 2,080 PROVISION FOR LOAN LOSSES -- -- ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,585 2,080 ------- ------- OTHER INCOME Loss on sale of securities held for trading (198) (1,835) Unrealized gain on securities held for trading 323 1,885 Other 68 58 ------- ------- Total other income 193 108 ------- ------- OTHER EXPENSE Salaries and employee benefits 649 516 Premises and equipment expense 152 121 FDIC insurance premiums 21 74 Special SAIF assessment -- 830 Marketing 24 20 Computer services 47 38 Consulting fees 70 70 Other 294 329 ------- ------- Total other expenses 1,257 1,998 ------- ------- INCOME BEFORE INCOME TAX PROVISION 521 190 INCOME TAX PROVISION 204 69 ------- ------- NET INCOME $ 317 $ 121 ======= ======= NET INCOME PER SHARE $ 0.10 $ 0.04 ======= ======= See notes to unaudited consolidated financial statements. 2 HARRINGTON FINANCIAL GROUP, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows (Dollars in Thousands) (Unaudited) Three Months Ended September 30, -------------------------- 1997 1996 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 317 $ 121 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 69 55 Premium and discount amortization of securities, net 333 420 Amortization of premiums and discounts on loans 15 2 Loss on sale of securities held for trading 198 1,835 Unrealized gain on securities held for trading (323) (1,885) Deferred income tax provision (31) 64 Increase in interest receivable (165) (399) Increase (decrease) in interest payable 742 (160) Increase (decrease) in accrued income taxes 236 (100) Purchases of securities held for trading (277,950) (275,086) Decrease in amounts due from brokers 11,308 -- Proceeds from maturities of securities held for trading 6,306 7,838 Proceeds from sales of securities held for trading 193,973 147,786 (Increase) decrease in other assets 106 (76) Increase (decrease) in accrued expenses and other liabilities (349) 543 --------- --------- Net cash used in operating activities (65,215) (119,042) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of securities available for sale 97 622 Change in loans receivable, net (5,654) (3,364) Purchases of premises and equipment (171) (7) --------- --------- Net cash used in investing activities (5,728) (2,749) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits 2,746 (3,895) Increase in securities sold under agreements to repurchase 70,674 118,614 Proceeds from note payable -- 1,500 Principal repayments on note payable -- (299) Dividends paid on common stock (98) -- --------- --------- Net cash provided by financing activities 73,322 115,920 --------- --------- NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 2,379 (5,871) CASH AND CASH EQUIVALENTS Beginning of period 9,516 17,143 --------- --------- CASH AND CASH EQUIVALENTS End of period $ 11,895 $ 11,272 ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $ 7,263 $ 6,305 Cash paid for income taxes -- 100 See notes to unaudited consolidated financial statements. 3 HARRINGTON FINANCIAL GROUP, INC. AND SUBSIDIARY Notes to Unaudited Consolidated Financial Statements Note 1 - Business of the Company Harrington Financial Group, Inc. (the "Company") is a savings and loan holding company incorporated in 1988 to acquire and hold all of the outstanding common stock of Harrington Bank, FSB (the "Bank"), a federally chartered savings bank with principal offices in Richmond, Indiana and three full-service branch offices located in Carmel, Fishers and Noblesville, Indiana, suburbs of Indianapolis. In December 1997, a new full-service branch office is expected to open in Geist, Indiana. Note 2 - Basis of Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of results for the interim periods. The results of operations for the three months ended September 30, 1997 are not necessarily indicative of the results to be expected for the year ending June 30, 1998. The unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the year ended June 30, 1997. Reclassifications of certain prior period amounts have been made to conform with the September 30, 1997 presentation. Note 3 - Recent Accounting Pronouncements Statement of Financial Accounting Standards (SFAS) No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, was issued in June 1996 and provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. SFAS No. 125 was amended by SFAS No. 127, Deferral of the Effective Date of Certain Provisions of SFAS No. 125. SFAS No. 127 defers certain provisions of SFAS No. 125 relating to repurchase agreements, dollar- roll, securities lending, and similar transactions and is effective for transactions occurring after December 31, 1997. Management has not quantified the effect, if any, of this new standard on the consolidated financial statements. SFAS No. 128, "Earnings per Share," applies to financial statements for public companies for both interim and annual periods ending after December 15, 1997. This statement establishes new accounting standards for the calculation of basic earnings per share as 4 well as diluted earnings per share. Management does not believe the adoption of this statement will have a material effect on the Company's calculation of earnings per share. In June 1997, SFAS No. 130, Comprehensive Income, was issued and becomes effective for fiscal years beginning after December 15, 1997 and requires reclassification of earlier financial statements for comparative purposes. SFAS No. 130 requires that changes in the amounts of certain items, including foreign currency translation adjustments and gains and losses on certain securities, be shown in the financial statements. SFAS No. 130 does not require a specific format for the financial statement in which comprehensive income is reported, but does require that an amount representing total comprehensive income be reported in that statement. Management has not yet determined the effect, if any, of SFAS No. 130 on the consolidated financial statements. Also in June 1997, SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, was issued. This Statement will change the way public companies report information about segments of their business in their annual financial statements and requires them to report selected segment information in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues, and its major customers. SFAS No. 131 is effective for fiscal years beginning after December 15, 1997. Management has not yet determined the effect, if any, of SFAS No. 131 on the consolidated financial statements. The Financial Accounting Standards Board issued Exposure Draft, Accounting for Derivative and Similar Financial Instruments and for Hedging Activities, in June 1996. Management has not yet quantified the effect, if any, of this Exposure Draft on the consolidated financial statements. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition At September 30, 1997, the Company's total assets amounted to $521.0 million, as compared to $446.8 million at June 30, 1997. The $74.2 million or 16.6% increase in total assets during the three months ended September 30, 1997 was primarily the result of a $77.5 million increase in securities held for trading, a $5.6 million increase in net loans receivable and a $2.4 million increase in cash and cash equivalents which was partially offset by a $11.3 million decrease in receivables from brokers. The increase in securities held for trading was a result of further utilization of the Company's capital. The increase in loans receivable reflected the Company's continuing efforts to increase its retail banking operations, particularly the origination (both directly and through correspondent mortgage banking companies) of single-family residential loans. The decrease in receivables from brokers was due to a decrease in the amount of unsettled sales of investment securities. The increase in the Company's assets from June 30, 1997 to September 30, 1997 was funded primarily by a $70.7 million or 28.8% increase in securities sold under agreements to repurchase. At September 30, 1997, the Company's stockholders' equity amounted to $25.2 million, as compared to $25.0 million at June 30, 1997. The 0.9% increase in stockholders' equity was primarily due to the $317,000 of net income recognized during the three month period which was partially offset by the $0.03 per share dividend to stockholders paid on August 29, 1997 totalling $98,000. At September 30, 1997, the Bank's tangible and core capital amounted to $31.5 million or 6.1% of adjusted total assets, which exceeded the minimum 1.5% and 3.0% requirements by $23.7 million and $16.0 million, respectively. Additionally, as of such date, the Bank's risk-based capital totalled $31.7 million or 31.3% of total risk-adjusted assets, which exceeded the minimum 8.0% requirement by $23.6 million. Results of Operations General. The Company reported earnings of $317,000 or $0.10 per share during the three months ended September 30, 1997, as compared to $644,000 or $0.20 per share during the three months ended September 30, 1996 before the one-time special assessment of $830,000 to recapitalize the Savings Association Insurance Fund (SAIF) and $121,000 or $0.04 per share after the special SAIF assessment. The $327,000 or 50.8% decrease in earnings, as compared to the same period in the prior year before the effect of the SAIF assessment, was primarily due to a $495,000 decrease in net interest income and an $89,000 increase in operating expenses, which were partially offset by a $75,000 increase in realized and unrealized net gains on securities held for trading and a $172,000 decrease in the Company's income tax provision. The Bank's deposits are insured by the SAIF, which was statutorily required to be recapitalized to a ratio of 1.25% of insured deposits. The Bank Insurance Fund (BIF) met its required capitalization levels in 1995 and, as a result, most BIF insured banks had been paying 6 significantly lower premiums than SAIF insured institutions. The legislation enacted by the U.S. Congress, which was signed by the President on September 30, 1996, recapitalized the SAIF by a one-time charge of $0.657 for each $100 of assessable deposits held at March 31, 1995. This resulted in expense of $830,000 recognized in the Company's earnings for the three months ended September 30, 1996. The Bank's insurance premiums, which had amounted to $0.23 for every $100 of assessable deposits, were reduced to $0.065 for every $100 of assessable deposits beginning on January 1, 1997. Selected Financial Ratios. The following schedule shows selected financial ratios for the three months ended September 30, 1997 and 1996. At or for the Three Months Ended September 30, -------------------- 1997 1996 ---- ---- Return on average assets .26% .10% Return on average assets, excluding special SAIF assessment .26 .52 Return on average equity 5.07 2.06 Return on average equity, excluding special SAIF assessment 5.07 10.99 Interest rate spread (1) 1.13 1.48 Net interest margin (2) 1.32 1.70 Operating expenses to average assets 1.02 1.61 Operating expenses to average assets, excluding special SAIF assessment 1.02 .94 Efficiency ratio (3) 76.04 93.41 Efficiency ratio (3), excluding special SAIF assessment 76.04 54.58 Non-performing assets to total assets .20 .23 Loan loss reserves to non-performing loans 60.57 46.15 - --------------- (1) Interest rate spread is the difference between interest income as a percentage of interest earning assets and interest expense as a percentage of interest bearing liabilities. (2) Net interest margin is net interest income divided by average interest-earning assets. (3) The efficiency ratio is total other expense as a percentage of the net interest income after provision for loan losses plus other income, excluding gains and losses on securities held for trading. Net Interest Income. Net interest income decreased by $495,000 or 23.8% during the three months ended September 30, 1997, as compared to the same period in the prior year. This decrease was primarily due to a 35 basis point decline in the Company's interest rate spread. The decline in the Company's interest rate spread for the three months ended September 30, 1997 was primarily due to the shifting of the investment portfolio to GNMA adjustable rate mortgages with low initial rates and accounting yields but which, in the opinion of management, had higher option adjusted spreads at purchase than other high credit quality 7 mortgage backed securities. These purchases were funded primarily through reverse repurchase agreements. Other Income. Total other income amounted to $193,000 during the three months ended September 30, 1997, as compared to $108,000 during the respective period in the prior year. This income principally represents the net market value gain or loss (realized or unrealized) on securities held for trading, offset by the net market value gain or loss (realized or unrealized) on interest rate contracts used for hedging such securities. Management's goal is to attempt to offset any change in the market value of its securities portfolio with the change in the market value of the interest rate risk management contracts and mortgage-backed derivative securities utilized by the Company to hedge its interest rate exposure. In addition, management attempts to produce a positive hedged excess return (i.e. total return, which includes interest income plus realized and unrealized net gains/losses on investments and hedges minus the one month LIBOR funding cost for the period) on the investment portfolio using option-adjusted pricing analysis. During the three months ended September 30, 1997, the Company recognized $323,000 of unrealized net gains on the sale of securities held for trading which were partially offset by $198,000 of realized net losses on securities held for trading (which includes interest rate contracts used for hedging purposes). During the three months ended September 30, 1996, the Company recognized $1.9 million of unrealized net gains on the sale of securities held for trading which were partially offset by $1.8 million of realized net losses on securities held for trading. Other Expense. Total other expense amounted to $1.3 million during the three months ended September 30, 1997, as compared to $1.2 million during the respective period in the prior year before the one-time SAIF assessment. Total other expense amounted to $2.0 million during the three months ended September 30, 1996 after the SAIF assessment of $830,000. The increase in other expense during the 1997 quarter, excluding the special SAIF assessment, was due to increases in salaries and other operating expenses, which were primarily the result of the Company's retail growth (including the opening of a new branch office in Noblesville, Indiana in June 1997). Income Tax Provision. The Company incurred income tax expense of $204,000 during the three months ended September 30, 1997, as compared to $69,000 during the respective period in the prior year. The Company's effective tax rate amounted to 39.2% during the three months ended September 30, 1997, as compared to 36.3% during the respective period in the prior year. 8 Liquidity and Capital Resources The Bank is required under applicable federal regulations to maintain specified levels of "liquid" investments in qualifying types of U.S. Government and government agency obligations and other similar investments having maturities of five years or less. Such investments are intended to provide a source of relatively liquid funds upon which the Bank may rely if necessary to fund deposit withdrawals and for other short-term funding needs. The required level of such liquid investments is currently 5% of certain liabilities as defined by the Office of Thrift Supervision ("OTS"). The regulatory liquidity of the Bank was 5.10% at September 30, 1997, as compared to 5.25% and 5.53% at June 30, 1997 and 1996, respectively. At September 30, 1997, the Bank's average "liquid" assets totalled approximately $23.2 million, which was $458,000 in excess of the current OTS minimum requirement. The Company manages its liquidity so as to maintain a minimum regulatory ratio of 5%. However, as a result of the Company's active portfolio management, the Bank's regulatory liquidity can be expected to fluctuate from a minimum of 5% to approximately 6%, based upon investment alternatives available and market conditions. In addition, the Company also calculates the amount of cash which could be raised in one, seven or thirty days, either by selling unpledged assets or by borrowing against them. The ratio of this amount of liquidity to total deposits generally ranges from over 50% to 90% or more for one- and thirty-day time frames, respectively. At September 30, 1997, the Company's total approved originated loan commitments outstanding amounted to $233,000 and the unused lines of credit outstanding totalled $1.7 million. At the same date, commitments outstanding to purchase investment securities and loans were $32.2 million and $7.9 million, respectively, offset by $44.9 million of commitments to sell investment securities. Certificates of deposit scheduled to mature in one year or less at September 30, 1997 totalled $74.5 million. The Company believes that it has adequate resources to fund ongoing commitments such as investment security and loan purchases as well as deposit account withdrawals and loan commitments. 9 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 In addition to historical information, forward-looking statements are contained herein that are subject to risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause future results to vary from current expectations, include, but are not limited to, the impact of economic conditions (both generally and more specifically in the markets in which the Company operates), the impact of competition for the Company's customers from other providers of financial services, the impact of government legislation and regulation (which changes from time to time and over which the Company has no control), and other risks detailed in this Form 10-Q and in the Company's other Securities and Exchange Commission (SEC) filings. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements, to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risk factors described in other documents the Company files from time to time with the SEC. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Office of Thrift Supervision (OTS) requires each thrift institution to calculate the estimated change in the institution's market value of portfolio equity (MVPE) assuming an instantaneous, parallel shift in the Treasury yield curve of 100 to 400 basis points either up or down in 100 basis point increments. MVPE is defined as the net present value of an institution's existing assets, liabilities and off-balance sheet instruments. The OTS permits institutions to perform this MVPE analysis using their own internal model based upon reasonable assumptions. The Company has contracted with Smith Breeden Associates, Inc. for the provision of consulting services regarding, among other things, the management of its investments and borrowings, the pricing of loans and deposits, the use of various financial instruments to reduce interest rate risk and assistance in performing the required calculation of the sensitivity of its market value to changes in interest rates. 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 and other factors with respect to the underlying loans. Using the internal market value calculations, the Company has determined that, as of September 30, 1997, there has been no material change in prepayment assumptions or the estimated sensitivity of the Bank's MVPE to parallel yield curve shifts in comparison to the disclosures set forth in the Company's 1997 annual report to stockholders. 10 HARRINGTON FINANCIAL GROUP, INC. AND SUBSIDIARY Part II Item 1. Legal Proceedings Neither the Company nor the Bank is involved in any pending legal proceedings other than non-material legal proceedings occurring in the ordinary course of business. Item 2. Changes in Securities Not applicable. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Submission of Matters to a Vote of Security-Holders Not applicable. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K a) Exhibit 3.1: Amended and Restated Articles of Incorporation of Harrington Financial Group, Inc. This exhibit is incorporated herein by reference from the Registration Statement on Form S-1 (Registration No. 333-1556) filed by the Company with the SEC on February 20, 1996, as amended. b) Exhibit 3.2: Amended and Restated Bylaws of Harrington Financial Group, Inc. This exhibit is incorporated herein by reference from the Registration Statement on Form S-1 (Registration No. 333-1556) filed by the Company with the SEC on February 20, 1996, as amended. 11 c) Exhibit 11: Statement of Computation of Per Share Earnings. The copy of this exhibit, filed as Exhibit 11 to the Company's Annual Report on Form 10-K for the year ended June 30, 1997, is incorporated herein by reference. d) Exhibit 27: Financial Data Schedule e) Form 8-K Report The Company filed a Form 8-K Current Report dated August 7, 1997 (Item 5) which reported the announcement of the approval to repurchase of up to 162,000 shares, or five percent, of the Company's issued and outstanding stock. 12 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 FINANCIAL GROUP, INC. Date: November 7, 1997 By: /s/ Craig J. Cerny ------------------ Craig J. Cerny President Date: November 7, 1997 By: /s/ Catherine A. Habschmidt --------------------------- Catherine A. Habschmidt Chief Financial Officer and Treasurer