HARRINGTON FINANCIAL GROUP INC
10-Q, 1997-11-13
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  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.
<PAGE>
                 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
<PAGE>
<TABLE>
<CAPTION>
                       HARRINGTON FINANCIAL GROUP, INC. AND SUBSIDIARY

                                 Consolidated Balance Sheets
                                    (Dollars in Thousands)
                                         (Unaudited)



                                                                 September 30,      June 30,
                                                                     1997             1997
                                                                   ---------      ---------
<S>                                                                <C>            <C>
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
                                                                   ---------      ---------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                <C>            <C>
  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
                                                                   =========      =========

</TABLE>

See notes to unaudited consolidated financial statements.

                                                         1

<PAGE>
<TABLE>
<CAPTION>
                 HARRINGTON FINANCIAL GROUP, INC. AND SUBSIDIARY

                        Consolidated Statements of Income
                    (Dollars in Thousands Except Share Data)
                                   (Unaudited)

                                                            Three Months Ended
                                                                September 30,
                                                           --------------------- 

                                                             1997          1996
                                                           -------      -------
<S>                                                        <C>          <C>
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
                                                           -------      -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                        <C>          <C>
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
                                                           =======      =======

</TABLE>
            See notes to unaudited consolidated financial statements.

                                        2

<PAGE>
<TABLE>
<CAPTION>
                        HARRINGTON FINANCIAL GROUP, INC. AND SUBSIDIARY

                             Consolidated Statements of Cash Flows
                                    (Dollars in Thousands)
                                          (Unaudited)

                                                                       Three Months Ended
                                                                          September 30,
                                                                   -------------------------- 
                                                                        1997         1996
                                                                    ---------      ---------
<S>                                                                 <C>            <C>
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
                                                                    ---------      ---------

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                 <C>            <C>
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
</TABLE>


                       See notes to unaudited consolidated financial statements.


                                        3
<PAGE>
                 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

<PAGE>



        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

<PAGE>
                      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

<PAGE>



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.
<TABLE>
<CAPTION>
                                                             At or for the Three
                                                                 Months Ended
                                                                 September 30,
                                                            -------------------- 
                                                              1997        1996
                                                              ----        ----
<S>                                                         <C>          <C>
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
- ---------------
</TABLE>

     (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.
<PAGE>

        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

<PAGE>


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

<PAGE>



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

<PAGE>



"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

<PAGE>



                 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

<PAGE>




               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

<PAGE>



                                   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



<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-END>                               SEP-30-1997
<CASH>                                           1,271
<INT-BEARING-DEPOSITS>                          10,624
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                               394,819
<INVESTMENTS-HELD-FOR-SALE>                      1,036
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                         99,809
<ALLOWANCE>                                        212
<TOTAL-ASSETS>                                 521,043
<DEPOSITS>                                     138,921
<SHORT-TERM>                                   316,245
<LIABILITIES-OTHER>                              4,660
<LONG-TERM>                                     35,995
                                0
                                          0
<COMMON>                                           407
<OTHER-SE>                                      24,815
<TOTAL-LIABILITIES-AND-EQUITY>                 521,043
<INTEREST-LOAN>                                  1,824
<INTEREST-INVEST>                                6,313
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                 8,137
<INTEREST-DEPOSIT>                               1,908
<INTEREST-EXPENSE>                               6,552
<INTEREST-INCOME-NET>                            1,585
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                 193
<EXPENSE-OTHER>                                  1,257
<INCOME-PRETAX>                                    521
<INCOME-PRE-EXTRAORDINARY>                         521
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       317
<EPS-PRIMARY>                                     0.10
<EPS-DILUTED>                                     0.10
<YIELD-ACTUAL>                                    1.13
<LOANS-NON>                                        350
<LOANS-PAST>                                         0
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<ALLOWANCE-OPEN>                                   213
<CHARGE-OFFS>                                        0
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<ALLOWANCE-CLOSE>                                  212
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<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

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