<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                              --------------------
(Mark One)                         FORM 10-KSB

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934.
For the fiscal year ended December 31, 1999
                                       OR

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934.

For the transition period from ______________ to _______________

                          Commission File No. 0-25057
                                              -------

                            NORTHFIELD BANCORP, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

               Maryland                                   52-2098394
-----------------------------------------              ----------------
    (State or Other Jurisdiction                       (I.R.S. Employer
    of Incorporation or Organization)                  Identification No.)

 8005 Harford Road, Baltimore, Maryland                         21234
---------------------------------------               -------------------------
(Address of Principal Executive Offices)                      (Zip Code)


        Issuer's Telephone Number, Including Area Code:  (410) 665-7900
                                                         --------------

         Securities registered under Section 12(b) of the Exchange Act:
                                 Not Applicable

         Securities registered under Section 12(g) of the Exchange Act:
                    Common stock, par value, $.01 per share
                    ---------------------------------------

Check whether the issuer: (1) filed all reports required by Section 13 or 15(d)
of the Exchange Act during the past 12 months (or 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 ______
                                               ------

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

Registrant's revenues for the fiscal year ended December 31, 1999:  $3,516,029

As of March 14, 2000, the aggregate market value of the 475,442 shares of Common
Stock of the registrant issued and outstanding held by non-affiliates on such
date was approximately $6.1 million based on the closing sales price of $12.75
per share of the registrant's Common Stock on March 14, 2000 as reported on the
OTC Electronic Bulletin Board.  For purposes of this calculation, it is assumed
that directors, executive officers and beneficial owners of more than 10% of the
registrant's outstanding voting stock are affiliates.

Number of shares of Common Stock outstanding as of March 14, 2000:  475,442
shares

Transitional Small Business Disclosure Format   Yes ________     No    X
                                                                    -------

                      DOCUMENTS INCORPORATED BY REFERENCE

The following lists the documents incorporated by reference and the Part of the
Form 10-KSB into which the document is incorporated:

1. Portions of the Annual Report to Stockholders for the fiscal year ended
   December 31, 1999.  (Part II)
2. Portions of the Proxy Statement for the 2000 Annual Meeting of Stockholders.
   (Part III)

<PAGE>

                                    PART I

Item 1.  Description of Business
--------------------------------

General

  The Company.  Northfield Bancorp, Inc. (the "Company'), is a Maryland
corporation organized at the direction of the Board of Directors of Northfield
Federal Savings Bank ("us" or "we," etc., or the "Bank") in March 1998 to
acquire all of the capital stock to be issued by the Bank in its conversion from
mutual to stock form (the "Conversion").  The Conversion was completed on
November 12, 1998, with the Company issuing 475,442 shares of its common stock,
par value $0.01 per share (the "Common Stock") to the public, and the Bank
issuing all of its issued and outstanding common stock to the Company.  Prior to
the Conversion, the Company did not engage in any material operations.  The
Company does not have any significant assets other than the capital stock of the
Bank, cash and a note receivable from its ESOP.  The Company's principal
business is the business of the Bank.  At December 31, 1999, the Company had
total assets of $53.6 million, deposits of $36.6 million and stockholders'
equity of $7.1 million.

  Northfield Federal Savings Bank.  The Bank is a federal stock savings bank
operating through two offices in Baltimore County, Maryland.  The Bank was
founded in 1923 as a federally chartered savings association with the name
"Northfield Federal Savings."  Upon completion of the Conversion, the Bank
adopted the name "Northfield Federal Savings Bank."  The Bank's deposits are
insured up to applicable limits by the Federal Deposit Insurance Corporation
("FDIC") under the Savings Association Insurance Fund ("SAIF") and the Bank is a
member of the Federal Home Loan Bank ("FHLB") of Atlanta.

  The Company's and Bank's executive offices are located at 8005 Harford Road,
Baltimore, Maryland 21234 and the main telephone number is (410) 665-7900.

Market Area

We consider our primary market area to be Baltimore County, Maryland. In
addition, we focus our lending efforts on Harford and Cecil Counties, Maryland.
The principal sources of employment in Baltimore, Harford and Cecil Counties are
the services, retail trade and manufacturing industries.

Financial Modernization Legislation

On November 12, 1999, President Clinton signed legislation which could have a
far-reaching impact on the financial services industry. The Gramm-Leach- Bliley
("G-L-B") Act authorizes affiliations between banking, securities and insurance
firms and authorizes bank holding companies and national banks to engage in a
variety of new financial activities. Among the new activities that will be
permitted to bank holding companies are securities and insurance brokerage,
securities underwriting, insurance underwriting and merchant banking. The Board
of Governors of the Federal Reserve System (the "Federal Reserve Board"), in
consultation with the Secretary of the Treasury, may approve additional
financial activities. The G-L-B Act, however, prohibits future acquisitions of
existing unitary savings and loan holding companies, like the Company, by firms
which are engaged in commercial activities and limits the permissible activities
of unitary holding companies formed after May 4, 1999.

The G-L-B Act imposes new requirements on financial institutions with respect to
customer privacy. The G-L-B Act generally prohibits disclosure of customer
information to non-affiliated third parties unless the customer has been given
the opportunity to object and has not objected to such disclosure. Financial
institutions are further required to disclose their privacy policies to
customers annually. Financial institutions, however, will be required to comply
with state law if it is more protective of customer privacy than the G-L- B Act.
The G-L-B Act directs the federal banking agencies, the National Credit Union
Administration, the Secretary of the Treasury, the Securities and Exchange
Commission and the Federal Trade Commission, after consultation with the
National Association of Insurance Commissioners, to promulgate implementing
regulations within six months of enactment. The privacy provisions will become
effective six months thereafter.

                                       2
<PAGE>

     The G-L-B Act contains significant revisions to the FHLB System.  The G-L-B
Act imposes new capital requirements on the FHLBs and authorizes them to issue
two classes of stock with differing dividend rates and redemption requirements.
The G-L-B Act deletes the current requirement that the FHLBs annually contribute
$300 million to pay interest on certain government obligations in favor of a 20%
of net earnings formula.  The G-L-B Act expands the permissible uses of FHLB
advances by community financial institutions (under $500 million in assets) to
include funding loans to small businesses, small farms and small agri-
businesses.  The G-L-B Act makes membership in the FHLB voluntary for federal
savings associations.

     The G-L-B Act contains a variety of other provisions including a
prohibition against ATM surcharges unless the customer has first been provided
notice of the imposition and amount of the fee.  The G-L-B Act reduces the
frequency of Community Reinvestment Act examinations for smaller institutions
and imposes certain reporting requirements on depository institutions that make
payments to non-governmental entities in connection with the Community
Reinvestment Act.  The G-L-B Act eliminates the SAIF special reserve and
authorizes a federal savings association that converts to a national or state
bank charter to continue to use the term "federal" in its name and to retain any
interstate branches.

     The Company is unable to predict the impact of the G-L-B Act on its
operations at this time.  Although the G-L-B Act reduces the range of companies
with which the Company may affiliate, it may facilitate affiliations with
companies in the financial services industry.

                                       3
<PAGE>

Lending Activities

     Most of our loans are construction/permanent loans on one- to four-family
residences.  We also make multi-family real estate mortgage loans as well as
commercial real estate, home equity and savings account loans.  We also purchase
commercial leases from a local leasing company.

     The following table sets forth information concerning the types of loans
held by us at the dates indicated.


<TABLE>
<CAPTION>
                                                              At December 31,
                                                     ----------------------------------
                                                          1999               1998
                                                         -------            -------
                                                     Amount      %     Amount      %
                                                     -------  -------  -------  -------
                                                           (Dollars in thousands)
<S>                                                  <C>      <C>      <C>      <C>
Real estate loans:
  One- to four-family residential mortgage loans...  $39,464   88.20%  $31,332   81.51%
  Land.............................................      173     .39       123     .32
  Construction loans...............................    2,208    4.93     3,664    9.53
  Commercial real estate loans.....................    1,961    4.38     2,478    6.45
Commercial and auto loans collateralized by lease
   finance receivables.............................      698    1.56       643    1.67

Consumer loans:
  Home equity lines of credit......................      134     .30       125     .33
  Loans secured by deposits........................      108     .24        73     .19
                                                     -------  ------   -------  ------
        Total loans................................   44,746  100.00%   38,438  100.00%
                                                              ======            ======
Add:
  Premiums.........................................       15                --

Less:
  Undisbursed portion of loans in process..........    1,402             2,223
  Deferred loan origination fees...................      320               316
 Allowance for losses..............................      183               197
                                                     -------           -------
       Loan portfolio, net.........................  $42,856           $35,702
                                                     =======           =======
</TABLE>

          The following table sets forth the estimated maturity of our loan
portfolio at December 31, 1999.  The table does not include the effects of
possible prepayments or scheduled repayments.  All mortgage loans are shown as
maturing based on the date of the last payment required by the loan agreement.

<TABLE>
<CAPTION>
                                                             Due After
                                         Due Within          1 Through          Due After
                                       One Year After      5 Years After      5 Years After
                                      December 31, 1999  December 31, 1999  December 31, 1999   Total
                                      -----------------  -----------------  -----------------  -------
                                                               (In thousands)
<S>                                   <C>                <C>                <C>                <C>
Real estate loans:
  One- to four-family...............               $129             $  312            $39,023  $39,464
  Land..............................                 --                123                 50      173
  Commercial........................                 --                230              1,731    1,961
  Construction......................                 --                 --              2,208    2,208
Home equity.........................                134                 --                 --      134
Passbook............................                108                 --                 --      108
Commercial and auto  loans
   collateralized by lease finance
   receivables......................                 57                641                 --      698
                                                   ----             ------            -------  -------
     Total..........................               $428             $1,306            $43,012  $44,746
                                                   ====             ======            =======  =======

</TABLE>

                                       4
<PAGE>

          The next table sets forth at December 31, 1999, the dollar amount of
all loans due one year or more after December 31, 1999 which have predetermined
interest rates and have floating or adjustable interest rates.
<TABLE>
<CAPTION>

                                               Predetermined    Floating or
                                                   Rate       Adjustable Rates
                                               -------------  ----------------
<S>                                            <C>            <C>
                                                       (In thousands)
Real estate loans:
  One- to four-family........................        $39,335              $ --
  Construction...............................          2,208                --
  Commercial real estate.....................          1,704               257
  Land.......................................            173                --
Commercial and auto loans collateralized by
 lease finance receivables...................            641                --
                                                     -------            ------
   Total.....................................        $44,061              $257
                                                     =======            ======

</TABLE>

          Residential Construction Loans.  Our most significant loan product is
lending to finance the construction of one- to four-family residential property
to the individuals who will be the owners and occupants upon completion of
construction.  Construction/permanent loans account for a majority of our
single-family loan originations.  We have historically emphasized these loans
and have established a reputation in our market areas for this type of lending.
We believe that we can continue to respond to the demand for these loans by
borrowers engaged in building and development of single-family residential
properties in the growing communities of our market areas.  Virtually all of
these loans are structured to be converted to permanent loans at the end of the
construction phase.  Borrowers are required to pay interest during the
construction period.  Loan proceeds are disbursed according to a draw schedule
and we inspect the progress of the construction before additional funds are
disbursed.  The interest rate we charge is fixed during the construction phase
(based on the prime rate) and fixed thereafter, and these loans generally have
30 year terms.

          While we believe we have substantial experience in construction
lending, this type of lending involves a higher degree of credit risk than long
term financing of residential properties.  Our risk of loss on a construction
loan is dependent largely upon the accuracy of the initial estimate of the
property's value at completion of construction and the estimated cost of
construction.  If the estimate of construction cost and the marketability of the
property upon completion of the project prove to be inaccurate, we may be
compelled to advance additional funds to complete the construction.
Furthermore, if the final value of the completed property is less than the
estimated amount, the value of the property might not be sufficient to assure
the repayment of the loan.

          Our underwriting criteria are designed to evaluate and minimize the
risks of each construction loan.  Among other things, we consider the amount of
the borrower's equity in the project, independent valuations and reviews of cost
estimates and pre-construction sale, the builder's financial report and the
reputation of the borrower.  In addition, we review the builder's financial
reports and other information.  We have longstanding relationships with several
builders in our area and do most of our construction lending with them.

          One- to Four-Family Residential Loans.  We also originate standard
one- to four-family residential mortgage loans secured by property located in
our primary market area.  These are made in amounts up to 80% of the lesser of
the appraised value or purchase price, with private mortgage insurance or
additional collateral required on loans with a loan to-value ratio in excess of
80%.  Although, all of our one- to four-family loans are underwritten to conform
with secondary market standards, we originate such loans with the intention that
we will hold them in our portfolio rather than sold in the secondary mortgage
market.

                                       5
<PAGE>

          Mortgage loans originated and held by us generally include due-on-sale
clauses.  This gives us the right to deem the loan immediately due and payable
in the event the borrower transfers ownership of the property securing the
mortgage loan without our consent.

          Commercial Real Estate Loans.  Our commercial real estate loans are
secured primarily by office buildings and multi-family residential investment
properties.  Some of our commercial real estate loans are participations with
other financial institutions in our market area.  Commercial real estate loans
are made in amounts of up to 75% of the appraised value of the property.  Our
commercial real estate loans generally have variable rates with terms of five
years and amortization schedules of up to 30 years.  At December 31, 1999, the
largest of our commercial real estate loans was a $809,000 loan participation,
of which our interest totaled $304,000.  This loan was secured by an office
building.

          Commercial real estate lending, which accounted for approximately
4.38% of our loan portfolio at December 31, 1999, entails significant additional
risks compared to single-family residential property lending.  These loans
typically involve large loan balances to single borrowers or groups of related
borrowers.  The repayment of these loans typically is dependent on the
successful operation of the real estate project securing the loan.  These risks
can be significantly affected by supply and demand conditions in the market for
office and retail space and may also be subject to adverse conditions in the
economy.  To minimize these risks, we generally limit this type of lending to
our market area and to borrowers who are otherwise well known to us.

          Commercial and Automobile Leases.  For over ten years, we have
purchased commercial finance leases from a local leasing company.  These leases
are primarily on office equipment.  We purchase the lease, but all servicing is
conducted by the seller.  The average length of the individual leases ranges
from 3.5 to four years and the average size ranges from $1,500 to $5,000.  At
December 31, 1999, our portfolio of commercial leases totaled $144,000 or .32%,
of total loans.  Our portfolio includes both recourse and non-recourse
purchases, but in accordance with OTS  comments, we are purchasing on a recourse
basis only.

          Commercial leases are subject to the same risk of default as direct
commercial loans.  Although these loans provide for higher interest rates and
shorter terms than permanent single-family residential real estate loans, they
involve more credit risk because of the type and nature of the collateral.
Commercial business loans are typically  made on the basis of the borrower's
ability to make repayment from the cash flow of the borrower's business, and
repayment is therefore substantially dependent on the success of the business
itself.

          Since the program began, we have experienced losses of $17,000 in
connection with these leases, all involving non-recourse purchases.  As
indicated above, we are purchasing on a recourse basis only.

          As of December 31, 1999, we invested $554,000 in automobile finance
leases from another local company.  These lease purchases, in which we
participate with other local lenders,  are structured in the same manner as the
commercial finance leases discussed above.  All of our purchases from the
automobile leasing company are with full recourse.  Automobile finance leases
are subject to the same risk of default as direct automobile loans.  These loans
involve a higher risk of default than loans secured by one- to four-family
residential loans because they are secured by automobiles, which are rapidly
depreciable assets.  The repossessed collateral for a defaulted automobile loan
may not provide an adequate source of repayment of the outstanding loan balance
as a result of the greater likelihood of damage, loss or depreciation, and the
remaining deficiency may not warrant further substantial collection efforts
against the borrower.  In addition, automobile loan collections depend on the
borrower's continuing financial stability, and thus are more likely to be
adversely affected by job loss, illness or personal bankruptcy.  The application
of various federal and state laws, including federal and state bankruptcy and
insolvency laws, may also limit the amount which can be recovered on such loans.

          Consumer Loans.  Our consumer loans consist of home equity lines of
credit and savings account loans.  We began offering home equity lines of credit
in December 1996.  These loans are secured by a real estate mortgage with our
security interest in the borrower's primary residence.  These are variable rate
loans indexed to the prime rate with

                                       6
<PAGE>

terms of 20 years. Our savings account loans are made for up to 90% of the
balance on deposit in savings accounts or certificates of deposit. These loans
are secured by an interest in the borrower's account.

          CRA Compliance.  We are periodically examined by the OTS for our
record of meeting the credit needs of our local communities pursuant to the
Community Reinvestment Act ("CRA").  The OTS rates the performance of a savings
institution under applicable CRA performance standards and assigns one of the
following ratings:  Outstanding, Satisfactory, Needs to Improve, or Substantial
Non-Compliance.  In our 1999 CRA evaluation, we received a "Satisfactory" CRA
rating.  We had a "Needs to Improve" CRA rating in 1998 and in response to this
rating, we adopted a CRA action plan in 1998.

          In implementing our CRA action plan, we purchased ten loans totaling
$864,000.  The security property for all ten purchased loans is located in
moderate-income census tracts in the Bank's assessment area.  Seven of the loans
totaling $641,000 are to low or moderate-income borrowers.  For the reasons set
forth in purchasing these loans, the Bank was assigned a CRA rating of
"Satisfactory record of meeting community credit needs" in its 1999 CRA
evaluation.  See " -- Regulation -- Community Reinvestment Act."

          Loan Approval Authority and Underwriting. Our president may approve
all commercial leases that we purchase up to $25,000 and all home equity lines
of credit up to that amount.  All other loans are approved by our Board of
Directors.

          Upon receipt of a completed loan application from a prospective
borrower, we order a credit report.  Income and certain other information is
verified.  If necessary, additional financial information may be requested.  An
appraisal or other estimate of value of the real estate intended to be used as
security for the proposed loan is obtained.  Appraisals are prepared by outside
fee appraisers who are approved by the Board of Directors.

          Either title insurance or a title opinion is generally required on all
real estate loans.  Borrowers also must obtain fire and casualty insurance.
Flood insurance is also required on loans secured by property which is located
in a flood zone.

          Loan Originations, Purchases and Sales.  All of the loans we originate
are intended to be held in our portfolio rather than sold in the secondary
mortgage market.  Our one- to four-family residential loans do, however, conform
to secondary market guidelines.  We may, therefore, decide to sell loans in the
secondary market in the future.  We occasionally purchase loan participations
from other financial institutions.  These participation interest purchases are
reflected in the above table.  Generally, the purchase of participation
interests involves the same risks as would the origination of the same types of
loans as well as the additional risk that results from the fact that we have
less control over the origination and subsequent administration of such loans.

          Loan Commitments.  Written commitments are given to prospective
borrowers on all approved real estate loans.  Generally, the commitment requires
acceptance within 10 days of the date of issuance.  At December 31, 1999,
commitments to cover originations of mortgage loans were $1.2 million.  We
believe that virtually all of our commitments will be funded.

          Loans to One Borrower.  The maximum amount of loans which we may make
to any one borrower may not exceed the greater of $747,000 or 15% of our
unimpaired capital and unimpaired surplus.  We may lend an additional 10% of our
unimpaired capital and unimpaired surplus if the loan is fully secured by
readily marketable collateral.  Our loan-to-one borrower limit was approximately
$747,000 at December 31, 1999.  At December 31, 1999, our largest loan
outstanding had a balance of $554,000.

                                       7
<PAGE>

Nonperforming and Problem Assets

          Loan Delinquencies.  Generally when a mortgage loan becomes 30 days
past due, a notice of nonpayment is sent to the borrower.  Additional notices
and letters from us are sent if the loan remains delinquent after 45, 60 and 75
days.  If the loan continues in a delinquent status for 90 days past due and no
repayment plan is in effect, a notice of right to cure default is sent to the
borrower giving 30 additional days to bring the loan current before foreclosure
is commenced.  Our Board meets regularly to determine when foreclosure
proceedings should be initiated.  The customer will be notified when foreclosure
is commenced.  At December 31, 1999, our loans past due between 30 and 89 days
totaled $316,000.

          Loans are reviewed on a monthly basis and are generally placed on a
nonaccrual status when the loan becomes more than 90 days' delinquent or when,
in our opinion, the collection of additional interest is doubtful.  Interest
accrued and unpaid at the time a loan is placed on nonaccrual status is charged
against interest income.  Subsequent interest payments, if any, are either
applied to the outstanding principal balance or recorded as interest income,
depending on the assessment of the ultimate collectibility of the loan.

          Nonperforming Assets.  The following table sets forth information
regarding our nonperforming loans.  As of the dates indicated, we had no loans
categorized as troubled debt restructurings within the meaning of SFAS 15 and no
real estate owned.
<TABLE>
<CAPTION>

                                                                  At December 31,
                                                                 -----------------
                                                                   1999     1998
                                                                 --------  -------
                                                                  (In thousands)
<S>                                                              <C>       <C>
Loans accounted for on a non-accrual basis:
  Real estate:
    One- to four-family........................................    $  --    $  --
    Commercial real estate.....................................       --       --
                                                                 -------   ------
       Total real estate loans.................................       --       --
  Commercial and auto loans collateralized by lease finance
          receivables..........................................       --       --
  Consumer loans:
    Loans secured by deposits..................................       --       --
    Home improvement...........................................       --       --
    Automobile.................................................       --       --
    Other consumer.............................................       --       --
                                                                 -------   ------
       Total...................................................       --       --
                                                                 -------   ------

Accruing loans delinquent 90 days or more:
  Real estate:
    One- to four-family........................................    $  --    $  --
    Commercial real estate.....................................        8      263
  Commercial and auto loans collateralized by lease finance
      receivables..............................................       --       33
  Consumer loans...............................................       --       --
   Loan secured by deposits....................................       --       --
   Home equity lines of credit.................................       --       --
   Automobile..................................................       --       --
   Other consumer..............................................       --       --
                                                                 -------   ------
       Total...................................................        8      296
                                                                 -------   ------
          Total nonperforming loans............................    $   8    $ 296
                                                                 =======   ======

Total non-performing loans as a percentage of total net loans..      .02%     .83%
                                                                 =======   ======
Total non-performing assets as a percentage of total assets....      .01%     .67%
                                                                 =======   ======
</TABLE>

                                       8
<PAGE>

          We had a $90,000 loan which at December 31, 1999 was not classified as
nonaccrual, 90 days past due or restructured, but where known information causes
us to have serious concerns as to the ability of these borrowers to comply with
their current loan terms.

          Classified Assets.  OTS regulations provide for a classification
system for problem assets of savings associations which covers all problem
assets.  Under this classification system, problem assets of savings
associations such as ours are classified as "substandard," "doubtful," or
"loss." An asset is considered substandard if it is inadequately protected by
the current net worth and paying capacity of the borrower or of the collateral
pledged, if any.  Substandard assets include those characterized by the
"distinct possibility" that the savings association will sustain "some loss" if
the deficiencies are not corrected.  Assets classified as doubtful have all of
the weaknesses inherent in those classified substandard, with the added
characteristic that the weaknesses present make "collection or liquidation in
full, on the basis of currently existing facts, conditions, and, values, highly
questionable and improbable." Assets classified as loss are those considered
"uncollectible" and of such little value that their continuance as assets
without the establishment of a specific loss reserve is not warranted.  Assets
may be designated "special mention" because of potential weakness that do not
currently warrant classification in one of the aforementioned categories.

          When a savings association classifies problem assets as either
substandard or doubtful, it may establish general allowances for loan losses in
an amount deemed prudent by management.  General allowances represent loss
allowances which have been established to recognize the inherent risk associated
with lending activities, but which, unlike specific allowances, have not been
allocated to particular problem assets.  When a savings association classifies
problem assets as loss, it is required either to establish a specific allowance
for losses equal to 100% of that portion of the asset so classified or to charge
off such amount.  A savings association's determination as to the classification
of its assets and the amount of its valuation allowances is subject to review by
the OTS, which may order the establishment of additional general or specific
loss allowances.  A portion of general loss allowances established to cover
possible losses related to assets classified as substandard or doubtful may be
included in determining a savings association's regulatory capital.  Specific
valuation allowances for loan losses generally do not qualify as regulatory
capital.

          At December 31, 1999, $15,000 of our assets were classified as special
mention, none of our assets were classified as doubtful and none of our assets
were classified as substandard or loss.

          Foreclosed Real Estate.  Real estate acquired by us as a result of
foreclosure is recorded as "real estate owned" until such time as it is sold.
When real estate owned is acquired, it is recorded at the lower of the unpaid
principal balance of the related loan or its fair value less estimated disposal
costs.  Any write down of real estate owned is charged to operations.  At
December 31, 1999, we did not have any real estate owned.

          Allowance for Loan Losses.  Our policy is to provide for losses on
unidentified loans in our loan portfolio.  A provision for loan losses is
charged to operations based on management's evaluation of the losses that may be
incurred in our loan portfolio.  The evaluation, including a review of all loans
on which full collectibility of interest and principal may not be reasonably
assured, considers: (i) our past loan loss experience, (ii) known and inherent
risks in our portfolio, (iii) adverse situations that may affect the borrower's
ability to repay, (iv) the estimated value of any underlying collateral, and (v)
current economic conditions.

          We monitor our allowance for loan losses and make additions to the
allowance as economic conditions dictate.  Although we maintain our allowance
for loan losses at a level that we consider adequate for the inherent risk of
loss in our loan portfolio, actual losses could exceed the balance of the
allowance for loan losses and additional provisions for loan losses could be
required.  In addition, our determination as to the amount of its allowance for
loan losses is subject to review by the OTS, as part of its examination process.
After a review of the information available, the OTS might require the
establishment of an additional allowance.

                                       9
<PAGE>

          The following table sets forth an analysis of our allowance for loan
losses for the periods indicated.

<TABLE>
<CAPTION>

                                         Year Ended December 31,
                                         ------------------------
                                               1999       1998
                                             --------   -------
                                           (In thousands)

<S>                                         <C>         <C>
Balance at beginning of period............  $     197   $  216
Charge-offs:
------------
Real estate loans:
  One- to four-family.....................         --      (16)
  Commercial real estate..................         --       --
                                            ---------   ------
     Total real estate loans..............                 (16)

Commercial loans collateralized by lease
     finance receivables..................        (14)      (3)
                                            ---------   ------
                                                  (14)      (3)
                                            ---------   ------
Consumer loans:
   Loan secured by deposits...............         --       --
   Home equity line of credit.............         --       --
   Automobile.............................         --       --
   Other consumer.........................         --       --
                                            ---------   ------

Recoveries................................         --       --
                                            ---------   ------

Net recoveries (charge-offs)..............        (14)     (19)
                                            ---------   ------
Additions charged to operations...........         --       --
                                            ---------   ------
Balance at end of period..................  $     183   $  197
                                            =========   ======

Allowance for loan losses to total
  non-performing loans at end of period...   2,287.50%   66.55%
                                            =========   ======
Allowance for loan losses to net loans
  at end of period........................        .43%     .55%
                                            =========   ======
Net loans charge-offs.....................        (14)     (19)
                                            ---------   ------
Provision for loan losses.................         --       --
                                            ---------   ------
Ratio of net charge-offs to average
  loans outstanding during the period.....        .04%     .06%
                                            =========   ======
</TABLE>

                                       10
<PAGE>

          The following table illustrates the allocation of the allowance for
loan losses for each category of loan.  The allocation of the allowance to each
category is not necessarily indicative of future loss in any particular category
and does not restrict our use of the allowance to absorb losses in other loan
categories.

<TABLE>
<CAPTION>

                                                              At December 31,
                                               ----------------------------------------------
                                                      1999                     1998
                                               ---------------------   ----------------------
                                                         Percent of              Percent of
                                                       Loans in Each           Loans in Each
                                                        Category to             Category to
                                               Amount   Total Loans    Amount   Total Loans
                                               ------  --------------  ------  --------------
                                                           (Dollars in thousands)
<S>                                              <C>           <C>      <C>            <C>
Real estate loans:
  One- to four-family........................    $ 80          88.20%   $  80          81.51%
  Construction...............................      --           4.93       --           9.53
  Land.......................................      --            .39       --            .32
  Commercial real estate loans...............      60           4.38       60           6.45
Commercial and auto loans collateralized by
   lease finance receivables.................      43           1.56       57           1.67
Consumer loans...............................      --            .54       --            .52
                                                 ----         ------    -----         ------
    Total allowance for loan losses..........    $183         100.00%   $ 197         100.00%
                                                 ====         ======    =====         ======

</TABLE>

Investment Activities

    Investment Securities.  We are required under federal regulations to
maintain a minimum amount of liquid assets which may be invested in specified
short-term securities and certain other investments.  For additional
information, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources" in the Annual
Report to Stockholders for the year ended December 31, 1999 (the "Annual
Report"), which is filed as Exhibit 13 to this report.  The level of liquid
assets varies depending upon several factors, including: (i) the yields on
investment alternatives, (ii) our judgment as to the attractiveness of the
yields then available in relation to other opportunities, (iii) expectation of
future yield levels, and (iv) our projections as to the short-term demand for
funds to be used in loan origination and other activities.  We classify our
investment securities as "held to maturity", "available-for-sale" or "trading"
in accordance with SFAS No. 115.  At December 31, 1999, our investment portfolio
policy allowed investments in instruments such as: (i) U.S. Treasury
obligations, (ii) U.S. federal agency or federally sponsored agency obligations,
(iii) mortgage-backed securities, (iv) certificates of deposit, (v) federal
funds, including FHLB overnight and term deposits, (vi) A-rated state and local
municipal bonds, and (vii) A-rated corporate bonds.

    Mortgage-Backed Securities.  To supplement lending activities, we have
invested in residential mortgage-backed securities.  Mortgage-backed securities
can serve as collateral for borrowings and, through repayments, as a source of
liquidity.  Mortgage-backed securities represent a participation interest in a
pool of single-family or other type of mortgages.  Principal and interest
payments are passed from the mortgage originators, through intermediaries
(generally quasi-governmental agencies) that pool and repackage the
participation interests in the form of securities, to investors such as us.  Our
mortgage-backed securities portfolio consists of participations or pass-through
certificates issued by the Federal Home Loan Mortgage Corporation (the "FHLMC"),
the Federal National Mortgage Association ("FNMA") and the Government National
Mortgage Association ("GNMA").  GNMA certificates are guaranteed as to principal
and interest by the full faith and credit of the United States, while FHLMC and
FNMA certificates are guaranteed by those agencies only.

    Expected maturities will differ from contractual maturities due to scheduled
repayments and because borrowers may have the right to call or prepay
obligations with or without prepayment penalties.

                                       11
<PAGE>

     Mortgage-backed securities typically are issued with stated principal
amounts.  The securities are backed by pools of mortgages that have loans with
interest rates that are within a set range and have varying maturities.  The
underlying pool of mortgages can be composed of either fixed rate or adjustable
mortgage loans.  Mortgage-backed securities are generally referred to as
mortgage participation certificates or pass-through certificates.  The interest
rate risk characteristics of the underlying pool of mortgages (i.e., fixed rate
or adjustable rate) and the prepayment risk, are passed on to the certificate
holder.  The life of a mortgage-backed pass-through security is equal to the
life of the underlying mortgages.

     We have also in the past made investments in real estate mortgage
investment conduits ("REMICs").  REMICs are securities derived by reallocating
the cash flows from mortgage-backed securities or pools of mortgage loans in
order to create multiple classes, or tranches, of securities with coupon rates
and average lives that differ from the underlying collateral as a whole.  At
December 31, 1998 and December 31, 1999, we had no investments in REMICs.

          The following table sets forth the carrying (i.e., amortized cost)
value of our investment securities and mortgage-backed securities, at the dates
indicated.

<TABLE>
<CAPTION>


                                             At December 31,
                                             ---------------
                                              1999     1998
                                             -------  ------
<S>                                          <C>      <C>
                                              (In thousands)
Held to Maturity:
 Interest-bearing deposits in other banks..   $1,039  $4,834
 Other investments.........................       --     799
 Mortgage-backed securities................      524   2,123
 Federal Home Loan Bank of Atlanta stock...      445     273
                                              ------  ------
  Total....................................   $2,008  $8,029
                                              ======  ======

Available for Sale:
 Other investments.........................   $4,874  $   --
 Mortgage-backed securities................    2,551      --
                                              ------  ------
  Total....................................   $7,425  $   --
                                              ======  ======

</TABLE>

                                       12
<PAGE>

  The following table sets forth the scheduled maturities, carrying values,
market values and average yields for our investment portfolio at December 31,
1999.

<TABLE>
<CAPTION>
                               One Year or Less     One to Five Years     Five to Ten Years  More than Ten Years
                             --------------------  -------------------- -------------------- -------------------
                                        Weighted             Weighted             Weighted             Weighted
                             Carrying    Average   Carrying   Average   Carrying   Average   Carrying   Average
                               Value      Yield     Value      Yield     Value      Yield     Value      Yield
                             ---------  ---------  --------  ---------  --------  ---------  --------  ---------
                                                                          (Dollars in thousands)
<S>                          <C>        <C>        <C>       <C>        <C>       <C>        <C>       <C>
Securities held to
 maturity:
  Interest-bearing deposits    $  660       6.72%      $379      5.94%      $ --        --%    $   --        --%
  Mortgage-backed
   securities..............        --         --         --        --         --        --        524      5.55
  FHLB stock...............       445       7.25         --        --         --        --         --        --
                             --------              --------             --------               ------
       Total...............    $1,105%        --%      $379      5.94%      $ --        --%    $  524      5.55%
                             ========              ========             ========               ======

Securities Available for
 Sale
  Other investments........    $   --         --%      $ --        --%      $369      5.08%    $4,505      7.43%
  Mortgage-backed
   securities..............        --         --         --        --         95      6.48      2,456      6.35
                             --------              --------             --------               ------
       Total...............    $   --         --%      $ --        --%      $464      5.37%    $6,961      7.05%
                             ========              ========             ========               ======

<CAPTION>
                               Total Investment Portfolio
                              ----------------------------
                                                 Weighted
                               Carrying  Market   Average
                                Value    Value     Yield
                               --------  ------  ---------
<S>                            <C>       <C>     <C>
Securities held to
 maturity:
  Interest-bearing deposits      $1,039  $1,039      6.44%
  Mortgage-backed
   securities..............         524     469      5.55
  FHLB stock...............         445     445      7.75
                                 ------  ------
       Total...............      $2,008  $1,953      6.50%
                                 ======  ======

Securities Available for
 Sale
  Other investments........      $4,874  $4,874      7.25%
  Mortgage-backed
   securities..............       2,551   2,551      6.35
                                 ------  ------
       Total...............      $7,425  $7,425      6.94%
                                 ======  ======


</TABLE>

                                       13
<PAGE>

Sources of Funds

     Deposits and FHLB borrowings are our major external source of funds for
lending and other investment purposes.  Funds are also derived from the receipt
of payments on loans and prepayment of loans and, to a much lesser extent,
maturities of investment securities and mortgage-backed securities, borrowings
and operations.  Scheduled loan principal repayments are a relatively stable
source of funds, while deposit inflows and outflows and loan prepayments are
significantly influenced by general interest rates and market conditions.

     Deposits.  Consumer and commercial deposits are attracted principally from
within our primary market area through the offering of a selection of deposit
instruments including regular savings accounts, money market accounts, and term
certificate accounts.  IRA accounts are also offered.  Deposit account terms
vary according to the minimum balance required, the time period the funds must
remain on deposit, and the interest rate.  The interest rates paid by us on
deposits are set weekly at the direction of our senior management.  Interest
rates are determined based on our liquidity requirements, interest rates paid by
our competitors, and our growth goals and applicable regulatory restrictions and
requirements.  We do not accept brokered deposits.

          The following table sets forth information about our average deposit
balances and interest rates during the periods indicated.
<TABLE>
<CAPTION>

                                 Year Ended December 31,
                           ------------------------------------
                                1999                1998
                           -----------------  -----------------
                           Average  Average   Average  Average
                           Balance    Rate    Balance    Rate
                           -------  --------  -------  --------
                                  (Dollars in thousands)
<S>                        <C>      <C>       <C>      <C>

Now accounts.............  $ 2,554     1.64%  $ 1,870     3.08%
Money market deposits....    8,129     3.36     8,571     3.76
Passbook savings.........    2,822     2.71     3,243     2.88
Certificates of deposit..   22,950     5.70    21,380     5.97
                           -------            -------
      Total..............  $36,455     4.66   $35,064     4.99
                           =======            =======
</TABLE>

          The following table indicates the amount of our certificates of
deposit of $100,000 or more by time remaining until maturity as of December 31,
1999.

<TABLE>
<CAPTION>

                                                 Certificates
               Maturity Period                    of Deposit
               ---------------                   --------------
                                                 (In thousands)
<S>                                              <C>

                Three months or less...........         $  550
                Over three through six months..            318
                Over six through 12 months.....            626
                Over 12 months.................          2,196
                                                        ------
                  Total........................         $3,690
                                                        ======

</TABLE>

                                       14
<PAGE>

          Borrowings.  Advances (borrowings), which includes a $3.0 million
long-term, fixed-rate advance and $5.9 million short-term advances, may be
obtained from the FHLB of Atlanta to supplement our supply of lendable funds.
Advances from the FHLB of Atlanta are typically secured by a pledge of our stock
in the FHLB of Atlanta, a portion of our first mortgage loans and other assets.
Each FHLB credit program has its own interest rate, which may be fixed or
adjustable, and range of maturities.

<TABLE>
<CAPTION>

                                                            At or for the
                                                              Year Ended
                                                               December 31,
                                                        -----------------------
                                                              1999        1998
                                                        ----------------  -----
                                                        (Dollars in thousands)
<S>                                                     <C>               <C>
          Amounts outstanding at end of period:
            FHLB advances.............................      $5,900        $  --
            Other short-term borrowings...............          --           --
          Weighted average rate paid on:
            Other short-term borrowings...............          --           --
          FHLB advances...............................        4.79%          --

          Maximum amount of borrowings outstanding
            at any month end:
            FHLB advances.............................      $5,900        $  --
            Other short-term borrowings...............          --           --
          Approximate average short-term borrowings
            outstanding with respect to:
            FHLB advances.............................      $2,471        $  --
            Other short-term borrowings...............          --           --
          Approximate weighted average rate paid on:
            Other short-term borrowings...............          --           --
            FHLB advances.............................        4.95%          --
</TABLE>

Competition

     We compete for deposits with other insured financial institutions such as
commercial banks, thrift institutions, credit unions, finance companies, and
multi-state regional banks in our market area.  Loan competition varies
depending upon market conditions.  Our competition in originating real estate
loans comes primarily from commercial banks, thrift institutions, credit unions
and mortgage bankers, many of whom have greater resources than the we have.

Regulation of the Bank

     General.  As a federally chartered, SAIF-insured savings institution, we
are subject to extensive regulation by the OTS and the FDIC.  Our lending
activities and other investments must comply with various federal and state
statutory and regulatory requirements, and the OTS periodically examines us for
compliance with various regulatory requirements.  The FDIC also has authority to
conduct periodic examinations of us.  We must file reports with the OTS
describing our activities and our financial condition and we must obtain
approvals from regulatory authorities before entering into certain transactions
such as the conversion or mergers with other financial institutions.  We are
also subject to certain reserve requirements promulgated by the Board of
Governors of the Federal Reserve System ("Federal Reserve System").  Our
relationship with our depositors and borrowers is also regulated to a great
extent by federal and state law, especially in such matters as the ownership of
savings accounts and the form and content of our mortgage documents.  This
supervision and regulation are primarily intended to protect depositors.   The
regulatory structure also gives the regulatory authorities extensive discretion
in connection with their supervisory and enforcement activities and

                                       15
<PAGE>

examination policies, including policies with respect to the classification of
assets and the establishment of adequate loan loss reserves for regulatory
purposes. Any change in regulations, whether by the OTS, the FDIC or any other
government agency, could have a material adverse impact on our operations.

     Insurance of Deposit Accounts.  The FDIC maintains two separate funds for
the insurance of deposits up to prescribed statutory limits.  The Bank Insurance
Fund ("BIF") insures the deposits of commercial banks and the SAIF insures the
deposits of savings institutions.  We are a member of the SAIF.  The FDIC is
authorized to establish separate annual assessment rates for deposit insurance
for members of the BIF and the SAIF.  We are required to pay assessments based
on a percent of our insured deposits to the FDIC for insurance of our deposits
by the SAIF.  The FDIC is required to set semi-annual assessments for SAIF-
insured institutions at a rate determined by the FDIC to be necessary to
maintain the designated reserve ratio of the SAIF at 1.25% of estimated insured
deposits or at a higher percentage of insured deposits that the FDIC determines
to be justified for that year by circumstances raising a significant risk of
substantial future losses to the SAIF.

     The assessment rate for an insured depository institution is determined by
the assessment risk classification assigned to the institution by the FDIC based
on the institution's capital level and supervisory evaluations.  Based on the
data reported to regulators for date closest to the last day of the seventh
month preceding the semi-annual assessment period, institutions are assigned to
one of three capital groups -- well capitalized, adequately capitalized or
undercapitalized -- using the same percentage criteria as in the prompt
corrective action regulations.  Within each capital group, institutions are
assigned to one of three subgroups on the basis of supervisory evaluations by
the institution's primary supervisory authority and such other information as
the FDIC determines to be relevant to the institution's financial condition and
the risk posed to the deposit insurance fund.

     The FDIC's current assessment schedule for SAIF deposit insurance sets the
assessment rate for well-capitalized institutions with the highest supervisory
ratings at zero and institutions in the worst risk assessment classification are
assessed at the rate of 0.27% of insured deposits.  In addition, FDIC-insured
institutions are required to pay assessments to the FDIC to help fund interest
payments on certain bonds issued by the Financing Corporation ("FICO"), an
agency of the federal government established to finance takeovers of insolvent
thrifts.  Until December 31, 1999, SAIF-insured institutions were required to
pay FICO assessments at five times the rate at which Bank Insurance Fund ("BIF")
members were assessed.  After December 31, 1999, both BIF and SAIF members will
be assessed at the same rate for FICO payments.

     Regulatory Capital Requirements.  OTS capital regulations require savings
institutions to meet three capital standards: (i) tangible capital equal to at
least 1.5 % of total adjusted assets, (ii) core capital equal to at least 4% (3%
if the institution has received the highest rating on its most recent
examination) of total adjusted assets, and (iii) risk-based capital equal to at
least 8% of total risk-weighted assets.  In addition, the OTS may require that a
savings institution that has a risk-based capital ratio less than 8%, a ratio of
Tier 1 capital to risk-weighted assets of less than 4% or a ratio of Tier 1
capital to adjusted total assets of less than 4% (3% if the institution has
received the highest rating on its most recent examination) take certain actions
to increase its capital ratios.   If the institution's capital is significantly
below the minimum required levels or if it is unsuccessful in increasing its
capital ratios, the OTS may significantly restrict its activities.

     Tangible capital is defined as core capital less all intangible assets
(including supervisory goodwill), less certain mortgage servicing rights and
less certain investments.  Core capital is defined as common stockholders'
equity (including retained earnings), non-cumulative perpetual preferred stock
and minority interests in the equity accounts of consolidated subsidiaries,
certain non-withdrawable accounts and pledged deposits of mutual savings
associations and qualifying supervisory goodwill, less non-qualifying intangible
assets, certain mortgage servicing rights and certain investments.  Tier 1 has
the same definition as core capital.

     Risk-based capital equals the sum of core capital plus supplementary
capital.  The components of supplementary capital include, among other items,
cumulative perpetual preferred stock, perpetual subordinated debt,

                                       16
<PAGE>

mandatory convertible subordinated debt, intermediate-term preferred stock, the
portion of the allowance for loan losses not designated for specific loan losses
and up to 45% of unrealized gains on equity securities. Overall, supplementary
capital is limited to 100% of core capital. A savings institution must calculate
its risk-weighted assets by multiplying each asset and off-balance sheet item by
various risk factors as determined by the OTS, which range from 0% for cash to
100% for delinquent loans, property acquired through foreclosure, commercial
loans, and other assets. At December 31, 1999, we were in compliance with all
regulatory capital requirements as is shown on the table below.

<TABLE>
<CAPTION>

                                                         Percent
                                             Amount     of Assets
                                            ---------  ------------
                                            (Dollars in thousands)
<S>                                         <C>        <C>
          Tangible capital................     $5,300         9.83%
          Tangible capital requirement....        808         1.50
                                               ------        -----
            Excess........................     $4,492         8.33%
                                               ======        =====

          Core capital....................     $5,300         9.83%
          Core capital requirement........      2,156         4.00
                                               ------        -----
            Excess........................     $3,144         5.83%
                                               ======        =====

          Risk-based capital..............     $5,483        19.20%
          Risk-based capital requirement..      2,284         8.00
                                               ------        -----
            Excess........................     $3,199        11.20%
                                               ======        =====
</TABLE>

     The risk-based capital standards of the OTS generally require savings
institutions with more than a "normal" level of interest rate risk to maintain
additional total capital.  An institution's interest rate risk will be measured
in terms of the sensitivity of its "net portfolio value" to changes in interest
rates.  Net portfolio value is defined, generally, as the present value of
expected cash inflows from existing assets and off-balance sheet contracts less
the present value of expected cash outflows from existing liabilities.  A
savings institution will be considered to have a "normal" level of interest rate
risk exposure if the decline in its net portfolio value after an immediate 200
basis point increase or decrease in market interest rates (whichever results in
the greater decline) is less than two percent of the current estimated economic
value of its assets.  An institution with a greater than normal interest rate
risk will be required to deduct from total capital, for purposes of calculating
its risk-based capital requirement, an amount (the "interest rate risk
component") equal to one-half the difference between the institution's measured
interest rate risk and the normal level of interest rate risk, multiplied by the
economic value of its total assets.

     The OTS calculates the sensitivity of an institution's net portfolio value
based on data submitted by the institution in a schedule to its quarterly Thrift
Financial Report and using the interest rate risk measurement model adopted by
the OTS.  The amount of the interest rate risk component, if any, to be deducted
from an institution's total capital will be based on the institution's Thrift
Financial Report filed two quarters earlier.  Savings institutions with less
than $300 million in assets and a risk-based capital ratio above 12% are
generally exempt from filing the interest rate risk schedule with their Thrift
Financial Reports.  However, the OTS may require any exempt institution that it
determines may have a high level of interest rate risk exposure to file such
schedule on a quarterly basis and may be subject to an additional capital
requirement based upon its level of interest rate risk as compared to its peers.
Due to our size and risk-based capital level, we are exempt from the interest
rate risk component.

     At December 31, 1999, we were "well-capitalized" under applicable
regulations.

     Dividend and Other Capital Distribution Limitations. Under OTS regulations,
we are not permitted to pay dividends on our capital stock if our regulatory
capital would thereby be reduced below the amount then required for the
liquidation account established for the benefit of certain of our depositors at
the time of our conversion to stock form.

                                       17
<PAGE>

     Savings associations must submit notice to the OTS prior to making a
capital distribution (including cash dividends, stock repurchases and amounts
paid to stockholders of another institution in a cash merger) if (a) they would
not be well capitalized after the distribution, (b) the distribution would
result in the retirement of any of the association's common or preferred stock
or debt counted as its regulatory capital, or (c) the association is a
subsidiary of a holding company.  A savings association must make application to
the OTS to pay a capital distribution if (x) the association would not be
adequately capitalized following the distribution, (y) the association's total
distributions for the calendar year exceeds the association's net income for the
calendar year to date plus its net income (less distributions) for the preceding
two years, or (z) the distribution would otherwise violate applicable law or
regulation or an agreement with or condition imposed by the OTS.

     At December 31, 1999, we had an aggregate total of approximately $1.7
million that was available for distribution to the Company as dividends or other
capital distributions without application to the OTS under the foregoing
regulations.

     Qualified Thrift Lender Test.  Savings institutions must meet a Qualified
Thrift Lender test.  We must maintain at least 65% of our portfolio assets
(total assets less intangible assets, property we use in conducting our business
and liquid assets in an amount not exceeding 20% of total assets) in Qualified
Thrift Investments to satisfy the test.  Qualified Thrift Investments consist
primarily of residential mortgage loans and mortgage-backed and other securities
related to domestic, residential real estate or manufactured housing.  The
shares of stock we own in the FHLB of Atlanta also qualify as Qualified Thrift
Investments.  Subject to an aggregate limit of 20% of portfolio assets, we may
also count the following as Qualified Thrift Investments: (i) 50% of the dollar
amount of residential mortgage loans originated for sale, (ii) investments in
the capital stock or obligations of any service corporation or operating
subsidiary as long as such subsidiary derives at least 80% of its revenues from
domestic housing related activities, (iii) 200% of the dollar amount of loans
and investments to purchase, construct or develop "starter homes," subject to
certain other restrictions, (iv) 200% of the dollar amount of loans for the
purchase, construction or development of domestic residential housing or
community centers in "credit needy" areas or loans for small businesses located
in such areas, (v) loans for the purchase, construction or development of
community centers, (vi) loans for personal, family, household or educational
purposes, subject to a maximum of 10% of portfolio assets, and (vii) shares of
FHLMC or FNMA stock.

     If we satisfy the test, we will continue to enjoy full borrowing privileges
from the FHLB of Atlanta.  If a savings institution does not satisfy the test,
the institution must either convert to a bank charter or comply with the
following restrictions on its operations: (i) the institution may not engage in
any new activity or make any new investment, directly or indirectly, unless such
activity or investment is permissible for a national bank; (ii) the branching
powers of the institution are restricted to those of a national bank; and (iii)
payment of dividends by the institution will be subject to the rules regarding
payment of dividends by a national bank.  Upon the expiration of three years
from the date the institution ceases to be a Qualified Thrift Lender, it must
cease any activity, and not retain any investment unless the activity or
investment is permissible for a national bank and a savings association.

     Compliance with the Qualified Thrift Lender test is determined on a monthly
basis in nine out of every 12 months.  As of  December 31, 1999, we were in
compliance with our Qualified Thrift Lender requirement with approximately 91%
of our assets invested in Qualified Thrift Investments, as currently defined.

     Community Reinvestment Act.  In enacting the CRA, the Congress required
each federal banking regulatory agency to assess an institution's record of
helping to meet the credit needs of the local communities in which the
institution is chartered, consistent with the safe and sound operation of the
institution, and to take this record into account in the agency's evaluation of
an application for a deposit facility by the institution.  OTS regulations
provide that the OTS will take into account the record of performance under the
CRA for, among other things, the following applications: (i) the establishment
of branches or other deposit-accepting facilities of a savings institution; (ii)
the relocation of a main office or branch of a savings institution; (iii) the
merger or consolidation of a savings institution with another depository
institution; or (iv) acquisition by a thrift holding company of a savings
institution.  A savings institution's record of CRA performance may be the basis
for denying or conditioning approval of any of these types

                                       18
<PAGE>

of applications. The OTS rates the performance of a savings institution under
the applicable CRA performance standards and assigns one of the following
ratings: Outstanding, Satisfactory, Needs to Improve, or Substantial
NonCompliance. In our 1999 CRA evaluation, we received a rating of
"Satisfactory." See "Management's Discussion and Analysis and Results of
Operations -- CRA Compliance" in the Annual Report.

     Transactions With Affiliates.  Generally, transactions between a savings
institution and its affiliates are subject to certain limitations.  Our
affiliates include the Company and any company which would be under common
control with us.   Such transactions must be on terms as favorable to the
savings institution as comparable transactions with non-affiliates.  In
addition, certain of these transactions are restricted to an aggregate
percentage of the savings institution's capital.  Collateral in specified
amounts must usually be provided by affiliates in order to receive loans from
the savings institution.    In addition, a savings institution may not extend
credit to any affiliate engaged in activities not permissible for a bank holding
company or acquire the securities of any affiliate that is not a subsidiary.
The OTS has the discretion to treat subsidiaries of savings institution as
affiliates on a case-by-case basis.

     Loans to Directors, Executive Officers and Principal Stockholders.  Loans
from us to our directors, executive officers and our principal stockholders may
not be made on terms more favorable than those afforded to other borrowers.  In
addition, we cannot make loans in excess of certain levels to directors,
executive officers or 10% or greater stockholders (or any of their affiliates)
unless the loan is approved in advance by a majority of our Board of Directors
with any "interested" director not voting.  We are also prohibited from paying
any overdraft of any of our executive officers or directors.  We are also
subject to certain other restrictions on the amount and type of loans to
executive officers and directors and must annually report such loans to our
regulators.

     Liquidity Requirements.  All savings institutions are required to maintain
an average daily balance of liquid assets equal to a certain percentage of the
sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less.  The liquidity requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings institutions.  At December 31, 1999, our required liquid
asset ratio was 4% and our actual ratio was 17.58%.  Monetary penalties may be
imposed upon institution for violations of liquidity requirements.

     Federal Home Loan Bank System.  We are a member of the FHLB of Atlanta,
which is one of 12 regional FHLBs.  Each FHLB serves as a reserve or central
bank for its members within its assigned region.  It is funded primarily from
funds deposited by savings institutions and proceeds derived from the sale of
consolidated obligations of the FHLB System.  It makes loans to members (i.e.,
advances) in accordance with policies and procedures established by the Board of
Directors of the FHLB.

     As a member, we are required to purchase and maintain stock in the FHLB of
Atlanta in an amount equal to at least 1% of our aggregate unpaid residential
mortgage loans, home purchase contracts or similar obligations at the beginning
of each year, or 1/20 of our advances from the FHLB of Atlanta, whichever is
greater.  At December 31, 1999, we had $445,000 in FHLB stock, at cost, which
was in compliance with this requirement.

     Federal Reserve System.  The Federal Reserve System requires all depository
institutions to maintain non-interest bearing reserves at specified levels
against their transaction accounts (primarily checking, NOW and Super NOW
checking accounts) and non-personal time deposits.  The balances maintained to
meet the reserve requirements imposed by the Federal Reserve System may be used
to satisfy the liquidity requirements that are imposed by the OTS.  At December
31, 1999, our reserve met the minimum level required by the Federal Reserve
System.

Regulation of the Company

     General.  The Company is registered as a savings and loan holding company
and files reports with the OTS and is subject to regulation and examination by
the OTS.  In addition, the OTS will have enforcement authority over the Company
and any non-savings institution subsidiaries.  This will permit the OTS to
restrict or prohibit activities that

                                       19
<PAGE>

it determines to be a serious risk to us. This regulation is intended primarily
for the protection of our depositors and not for the benefit of stockholders of
the Company. The Company is also required to file certain reports with, and
comply with the rules and regulations of the Securities and Exchange Commission
under the federal securities laws.

     Activities Restrictions.  Since the Company will only own one savings
institution, it will be able to diversify its operations into activities not
related to banking, but only so long as we satisfy the Qualified Thrift Lender
Test.  If the Company controls more than one savings institution, it would lose
the ability to diversify its operations into non-banking related activities,
unless such other savings institutions each also qualify as a Qualified Thrift
Lender and were acquired in a supervised acquisition.  See "-- Qualified Thrift
Lender Test."

     Restrictions on Acquisitions.  The Company must obtain approval from the
OTS before acquiring control of any other savings institution or savings and
loan holding company, substantially all the assets thereof or in excess of 5% of
the outstanding shares of another savings institution or savings and loan
holding company. The Company's directors and officers or persons owning or
controlling more than 25% of the Company's stock, must also obtain approval of
the OTS before acquiring control of any savings institution or savings and loan
holding company.

     The OTS may only approve acquisitions that will result in the formation of
a multiple savings and loan holding company which controls savings institutions
in more than one state if: (i) the multiple savings and loan holding company
involved controls a savings institution which operated a home or branch office
in the state of the institution to be acquired as of March 5, 1987; (ii) the
acquiror is authorized to acquire control of the savings institution pursuant to
the emergency acquisition provisions of the Federal Deposit Insurance Act; or
(iii) the statutes of the state in which the institution to be acquired is
located specifically permit institutions to be acquired by state-chartered
institutions or savings and loan holding companies located in the state where
the acquiring entity is located (or by a holding company that controls such
state-chartered savings institutions).

Federal Taxation

     We are subject to the provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), in the same general manner as other corporations.
However, prior to August 1996, savings institutions such as us, which met
certain definitional tests and certain other conditions prescribed by the Code
could benefit from certain favorable provisions regarding their deductions from
taxable income for annual additions to their bad debt reserve.  The amount of
the bad debt deduction that a qualifying savings institution could claim for tax
purposes with respect to additions to its reserve for bad debts for "qualifying
real property loans" could be based upon our actual loss experience (the
"experience method") or as a percentage of our taxable income (the "percentage
of taxable income method").  Historically, we used the method that would allow
us to take the largest deduction.

     In August 1996, the Code was revised to equalize the taxation of savings
institutions and banks.  Savings institutions, such as us, no longer have a
choice between the percentage of taxable income method and the experience method
in determining additions to bad debt reserves.  Thrifts with $500 million of
assets or less may still use the experience method, which is generally available
to small banks currently.  Larger thrifts may only take a tax deduction when a
loan is actually charged off.  Any reserve amounts added after 1987 will be
taxed over a six year period beginning in 1996; however, bad debt reserves set
aside through 1987 are generally not taxed.  A savings institution may delay
recapturing into income its post-1987 bad debt reserves for an additional two
years if it meets a residential-lending test.  This law is not expected to have
a material impact on us.  At December 31, 1999, we had $577,000 of post-1987 bad
debt reserves.

     Earnings appropriated to our bad debt reserve and claimed as a tax
deduction including our supplemental reserves for losses will not be available
for the payment of cash dividends or for distribution (including distributions
made on dissolution or liquidation), unless we include the amount in income,
along with the amount deemed necessary to pay the resulting federal income tax.
If such amount is used for any purpose other than bad debt losses, including a
dividend distribution or a distribution in liquidation, it will be subject to
federal income tax at the then current rate.

                                       20
<PAGE>

     The Code imposes a tax ("AMT") on alternative minimum taxable income
("AMTI") at a rate of 20%. AMTI is increased by certain preference items,
including the excess of the tax bad debt reserve deduction using the percentage
of taxable income method over the deduction that would have been allowable under
the experience method.  Only 90% of AMTI can be offset by net operating loss
carryovers of which we currently have none.  AMTI is also adjusted by
determining the tax treatment of certain items in a manner that negates the
deferral of income resulting from the regular tax treatment of those items.
Thus, our AMTI is increased by an amount equal to 75% of the amount by which our
adjusted current earnings exceeds our AMTI (determined without regard to this
adjustment and prior to reduction for net operating losses).  In tax years
beginning after December 31, 1997, a "small" corporation will not be subject to
the AMT because its tentative minimum tax will be treated as zero.  For a tax
year beginning in 1998, a corporation that has had average annual gross receipts
of $5,000,000 or less for its 1995-1997 tax years will be a small corporation.
Once a corporation is recognized as a small corporation, it will continue to be
exempt from AMT as long as its average annual gross receipts for the prior 3-
year period is not in excess of $7,500,000.  If a corporation ceases to be a
small corporation, the AMT will apply prospectively only.

     The Company may exclude from its income 100% of dividends received from us
as a member of the same affiliated group of corporations.  A 70% dividends
received deduction generally applies with respect to dividends received from
corporations that are not members of such affiliated group, except that an 80%
dividends received deduction applies if the Company owns more than 20% of the
stock of a corporation paying a dividend.  The above exclusion amounts, with the
exception of the affiliated group figure, were reduced in years in which we
availed our self of the percentage of taxable income bad debt deduction method.

     Our federal income tax returns have not been audited by the IRS in the last
ten years.

State Taxation

     The Company is subject to Maryland corporation income tax which is 7%.  The
Company is incorporated under Maryland law.

Item 2.  Description of Property
--------------------------------

     The following table sets forth certain information regarding the Bank's
offices and other material property.

<TABLE>
<CAPTION>

                                                  Book Value                        Deposits
                            Year    Owned or   at December 31,    Approximate    at December 31,
                           Opened    Leased        1999 (1)      Square Footage       1999
                           ------  ----------  ----------------  --------------  ---------------
<S>                        <C>     <C>         <C>               <C>             <C>
                                                (Deposits in thousands)

Main Office:
1844 E. Joppa Road           1983   Leased (2)        $ 13,486            3,150          $20,169
Baltimore, Maryland

Branch Office:
8705 Harford Road
Baltimore, Maryland          1923    Owned              26,591              750           16,434

Executive Offices:
8005 Harford Road
Baltimore, Maryland          1998   Leased (3)          57,075            2,915               --
-------------------------
</TABLE>

(1)  Cost less accumulated depreciation and amortization.
(2)  Lease has been renewed through 03/31/03.
(3)  Lease commenced March 10, 1998 and will expire on June 10, 2000.

     The book value of the Bank's investment in premises and equipment totaled
$97,153 at December 31, 1999.

                                       21
<PAGE>

Personnel

     At December 31, 1999, we had ten full-time employees and one part-time
employee.  None of our employees are represented by a collective bargaining
group.  We believe that our relationship with our employees is good.

Executive Officers Who Are Not Directors

     The following table sets forth information regarding the executive officers
of the Company who do not serve on the Board of Directors.

<TABLE>
<CAPTION>

                      Age at
                    December 31,
Name                   1999                 Title
----                   ----                 -----
<S>                   <C>     <C>
Anthony B. Quigley      62      Vice President
John P. Sabol, Jr.      34      Vice President, Chief Financial Officer and Treasurer

</TABLE>

          Anthony B. Quigley has been employed by us since 1984 and currently
serves as the Company's Vice President and the Bank's Vice President, Security
Officer, Savings Compliance Officer and Operations Officer.  He is a member of
the Glen Burnie Park Improvement Association and the Holy Trinity Roman Catholic
Church.

          John P. Sabol, Jr. has been employed with us since February 1993.  He
began his employment with us as a management trainee and, in November 1997, was
appointed as the Bank's Vice President and Chief Financial Officer.  Upon the
formation of the Company in March 1998, he became its Vice President, Chief
Financial Officer and Treasurer.  He is a member of the Financial Managers
Society.

Item 3. Legal Proceedings.
-------------------------

          The Bank is, from time to time, a party to legal proceedings arising
in the ordinary course of the Bank's business, including legal proceedings to
enforce the Bank's rights against borrowers.  At December 31, 1999, there were
no legal proceedings to which the Company or the Bank was a party, or to which
any of their property was subject, which were expected by management to result
in material loss to the Company or the Bank.

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

          There were no matters submitted to a vote of the security holders
during the fourth quarter of the fiscal year ended December 31, 1999.

                                    PART II

Item 5.  Market for Common Equity and Related Stockholder Matters
-----------------------------------------------------------------

          The information contained under the sections captioned "Market and
Dividend Information" in the Annual Report, filed as Exhibit 13 hereto, is
incorporated herein by reference.

Item 6.  Management's Discussion and Analysis or Plan of Operation
------------------------------------------------------------------

          The information contained in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report is incorporated herein by reference.

                                       22
<PAGE>

Item 7.  Financial Statements
-----------------------------

          The Consolidated Financial Statements, Notes to Consolidated Financial
Statements and Independent Auditors' Report in the Annual Report are
incorporated herein by reference.

Item 8.  Changes in and Disagreements With Accountants on Accounting and
------------------------------------------------------------------------
         Financial Disclosure
         --------------------

         Not applicable.


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         -------------------------------------------------------------
         Compliance with Section 16(a) of the Exchange Act
         -------------------------------------------------

          For information concerning the directors of the Company, the
information contained under the section captioned "Proposal I -- Election of
Directors" in the Company's definitive Proxy Statement for the Company's 2000
Annual Meeting of Stockholders (the "Proxy Statement") is incorporated herein by
reference.  For information concerning the executive officers of the Company,
see "Item 1.  Business -- Executive Officers Who Are Not Directors" under Part I
of this report, which is incorporated herein by reference.

          For information regarding compliance with Section 16(a) of the
Exchange Act, as required by Section 405 of Regulation S-B, reference is made to
the section captioned in the Proxy Statement entitled "Section 16(a) Beneficial
Ownership Reporting Compliance," which is incorporated herein by reference.

Item 10.  Executive Compensation
--------------------------------

          The information contained under the sections captioned "Executive
Compensation -- Summary Compensation Table", "Directors' Compensation" and
"Executive Compensation -- Employment Agreement" in the Proxy Statement is
incorporated herein by reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

          (a)       Security Ownership of Certain Beneficial Owners

                    Information required by this item is incorporated herein by
                    reference to the section captioned "Voting Securities and
                    Principal Holders Thereof" in the Proxy Statement.

          (b)       Security Ownership of Management

                    Information required by this item is incorporated herein by
                    reference to the sections captioned "Voting Securities and
                    Principal Holders Thereof" and "Proposal I -- Election of
                    Directors" in the Proxy Statement.

          (c)       Changes in Control

                    Management of the Company knows of no arrangements,
                    including any pledge by any person of securities of the
                    Company, the operation of which may at a subsequent date
                    result in a change in control of the registrant.

                                       23
<PAGE>

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

     The information required by this item is incorporated herein by reference
to the section captioned "Transactions with Management" in the Proxy Statement.

Item 13.  Exhibits, Lists and Reports on Form 8-K.
-------------------------------------------------

     (a)  List of Documents Filed as Part of this Report
          ----------------------------------------------

     (1)  a.  Financial Statements.  The following financial statements are
incorporated by reference from Item 7 (see Exhibit 13 hereto):

          Independent Auditor's Report

          Consolidated Statements of Financial Condition as of December 31, 1999
          and 1998

          Consolidated Statements of Operations for the Years Ended December 31,
          1999 and 1998

          Consolidated Statements of Stockholders' Equity for the Years Ended
          December 31, 1999 and 1998

          Consolidated Statements of Cash Flows for the Years Ended December 31,
          1999 and 1998

          Notes to Consolidated Financial Statements

                                       24
<PAGE>

       b.  Financial Statement Schedules.  All schedules for which provision is
made in the applicable accounting regulations of the Securities and Exchange
Commission are omitted because of the absence of conditions under which they are
required or because the required information is included in the consolidated
financial statements and related notes thereto.

     (2)  Exhibits.  The following is a list of exhibits filed as part of this
Annual Report on Form 10-KSB and is also the Exhibit Index.

<TABLE>
<CAPTION>


       No.  Description
       ---  -----------
<C>         <S>                                                                             <C>
       3.1  Articles of Incorporation of Northfield Bancorp, Inc.                           *
       3.2  Bylaws of Northfield Bancorp, Inc.                                              *
         4  Form of Common Stock Certificate of Northfield Bancorp, Inc.                    **
      10.1  Northfield Bancorp, Inc. 199__ Stock Option and Incentive Plan                  *+
      10.2  Northfield Bancorp, Inc. Management Recognition Plan                            *+
      10.3  Northfield Federal Savings Deferred Compensation Plan                           *+
      10.4  Employment Agreement between Northfield Federal Savings and G. Ronald Jobson    *+
        13  Portions of the Annual Report to Stockholders
        27  Financial Data Schedule
</TABLE>

-------------------------
(*)       Incorporated herein by reference from Registration Statement on Form
          SB-2 filed (File No. 333-48615).
(**)      Incorporated herein by reference from Registration Statement on Form
          8-A filed November 12, 1998 (File No. 0-25057).

(+)       Management contract or compensatory plan or arrangement.

          (b) Reports on Form 8-K. There were no Current Reports on Form 8-K
              -------------------
filed by the Company during the fourth quarter of the fiscal year ended December
31, 1999.

                                       25
<PAGE>

                                   SIGNATURES

  In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     NORTHFIELD BANCORP, INC.

March 27, 2000                       By: /s/ G. Ronald Jobson
                                         ------------------------------------
                                         G. Ronald Jobson
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)

          In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.


/s/ G. Ronald Jobson                                        March 27, 2000
-----------------------------------
G. Ronald Jobson
President, Chief Executive Officer and Director
(Principal Executive Officer)


/s/ John P. Sabol, Jr.                                      March 27, 2000
-----------------------------------
John P. Sabol, Jr.
Vice President, Chief Financial Officer and Treasurer
(Principal Accounting and Financial Officer)


/s/ Gary R. Bozel                                           March 27, 2000
-----------------------------------
Gary R. Bozel
Chairman of the Board


/s/ J. Thomas Hoffman                                       March 27, 2000
-----------------------------------
J. Thomas Hoffman
Director


/s/ E. Thomas Lawrence, Jr.                                 March 27, 2000
-----------------------------------
E. Thomas Lawrence, Jr.
Director



-----------------------------------
David G. Rittenhouse
Director


/s/ William R. Rush                                         March 27, 2000
-----------------------------------
William R. Rush
Director