##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For transition period from                 to
 Commission File Number 1-33732
 
 NORTHFIELD BANCORP, INC.
 (Exact name of registrant as specified in its charter)
 
 United States of America
(State or other jurisdiction of incorporation)
    
    26-1384892
(I.R.S. Employer Identification No.)1410 St. Georges Avenue, Avenel, New Jersey
(Address of principal executive offices)
    
    07001
(Zip Code)
 Registrants telephone number, including area code: (732) 499-7200
 Not Applicable
 (Former name, former address, and former fiscal year, if changed since last report)
 
 þ o
  Large accelerated filer oAccelerated filer oNon-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



NORTHFIELD BANCORP, INC.
   PageNumberPART I  FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    2Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4.
    
    Controls and Procedures
    
    
    27Item 4T.
    
    Controls and Procedures
    
    
    27PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    28Item 1A.
    
    Risk Factors
    
    
    28Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3.
    
    Defaults Upon Senior Securities
    
    
    29Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    29Item 5.
    
    Other Information
    
    
    29Item 6.
    
    Exhibits
    
    
    29Signatures
    
    
    
    
    30EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION
  1




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##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 NORTHFIELD BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
 September 30,
    
    December 31,2008
    
    2007(Unaudited)ASSETS:Cash and due from banks
    
    $
    40,251
    
    
    
    7,277Interest-bearing deposits in other financial institutions
    
    
    9,568
    
    
    
    17,811Total cash and cash equivalents
    
    
    49,819
    
    
    
    25,088Certificates of deposit in other financial institutions
    
    
    59,590
    
    
    
    24,500Trading securities
    
    
    3,301
    
    
    
    3,605Securities available-for-sale, at estimated fair value (encumbered $399,334 in 2008
unaudited and $139,829 in 2007)
    
    
    867,146
    
    
    
    802,417Securities held-to-maturity, at amortized cost (estimated fair value of $15,645
in 2008 unaudited and $19,440 in 2007) (encumbered $11,750 in 2008
unaudited and $6,338 in 2007)
    
    
    15,816
    
    
    
    19,686Loans held-for-sale
    
    
    
    
    
    
    270Loans held-for-investment, net
    
    
    556,734
    
    
    
    424,329Allowance for loan losses
    
    
    (7,736
    )
    
    
    (5,636
    )Net loans held-for-investment
    
    
    548,998
    
    
    
    418,693Accrued interest receivable
    
    
    7,242
    
    
    
    5,600Bank owned life insurance
    
    
    41,560
    
    
    
    41,560Federal Home Loan Bank of New York stock, at cost
    
    
    11,480
    
    
    
    6,702Premises and equipment, net
    
    
    8,679
    
    
    
    7,727Goodwill
    
    
    16,159
    
    
    
    16,159Other real estate owned
    
    
    1,071
    
    
    
    Other assets
    
    
    16,659
    
    
    
    14,911Total assets
    
    $
    1,647,520
    
    
    
    1,386,918LIABILITIES AND STOCKHOLDERS EQUITY:LIABILITIES:Deposits
    
    $
    934,636
    
    
    
    877,225Securities sold under agreements to repurchase
    
    
    254,500
    
    
    
    102,000Other borrowings
    
    
    53,619
    
    
    
    22,420Advance payments by borrowers for taxes and insurance
    
    
    1,977
    
    
    
    843Accrued expenses and other liabilities
    
    
    24,285
    
    
    
    17,090Total liabilities
    
    
    1,269,017
    
    
    
    1,019,578STOCKHOLDERS EQUITY:Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued or
outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value: 90,000,000 shares authorized, 44,803,061 shares
issued and outstanding at September 30, 2008, and December 31, 2007
    
    
    448
    
    
    
    448Additional paid-in-capital
    
    
    199,427
    
    
    
    199,395Unallocated common stock held by employee stock ownership plan
    
    
    (16,538
    )
    
    
    (16,977
    )Retained earnings
    
    
    200,437
    
    
    
    187,992Accumulated other comprehensive loss
    
    
    (5,271
    )
    
    
    (3,518
    )Total stockholders equity
    
    
    378,503
    
    
    
    367,340Total liabilities and stockholders equity
    
    $
    1,647,520
    
    
    
    1,386,918
  2




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
 Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Interest income:Loans
    
    $
    8,337
    
    
    
    7,297
    
    
    
    22,723
    
    
    
    21,343Mortgage-backed securities
    
    
    9,426
    
    
    
    7,915
    
    
    
    27,197
    
    
    
    22,348Other securities
    
    
    246
    
    
    
    389
    
    
    
    1,182
    
    
    
    1,452Federal Home Loan Bank of New York dividends
    
    
    203
    
    
    
    119
    
    
    
    538
    
    
    
    387Deposits in other financial institutions
    
    
    822
    
    
    
    931
    
    
    
    2,806
    
    
    
    2,267Total interest income
    
    
    19,034
    
    
    
    16,651
    
    
    
    54,446
    
    
    
    47,797Interest expense:Deposits
    
    
    4,277
    
    
    
    6,072
    
    
    
    13,493
    
    
    
    18,180Borrowings
    
    
    2,515
    
    
    
    1,406
    
    
    
    6,573
    
    
    
    3,939Total interest expense
    
    
    6,792
    
    
    
    7,478
    
    
    
    20,066
    
    
    
    22,119Net interest income
    
    
    12,242
    
    
    
    9,173
    
    
    
    34,380
    
    
    
    25,678Provision for loan losses
    
    
    1,276
    
    
    
    200
    
    
    
    3,114
    
    
    
    737Net interest income after provision for loan losses
    
    
    10,966
    
    
    
    8,973
    
    
    
    31,266
    
    
    
    24,941Non-interest income:Fees and service charges for customer services
    
    
    806
    
    
    
    743
    
    
    
    2,327
    
    
    
    2,296Income on bank owned life insurance
    
    
    433
    
    
    
    433
    
    
    
    3,790
    
    
    
    1,254(Loss) gain on securities transactions, net
    
    
    (437
    )
    
    
    96
    
    
    
    (780
    )
    
    
    340Gain on sale of premises, equipment and deposit
relationships
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,308Other
    
    
    18
    
    
    
    2
    
    
    
    89
    
    
    
    48Total non-interest income
    
    
    820
    
    
    
    1,274
    
    
    
    5,426
    
    
    
    8,246Non-interest expense:Compensation and employee benefits
    
    
    2,865
    
    
    
    2,797
    
    
    
    8,932
    
    
    
    9,321Occupancy
    
    
    1,051
    
    
    
    793
    
    
    
    2,710
    
    
    
    2,498Furniture and equipment
    
    
    254
    
    
    
    213
    
    
    
    695
    
    
    
    634Data processing
    
    
    1,093
    
    
    
    621
    
    
    
    2,364
    
    
    
    1,776Professional fees
    
    
    476
    
    
    
    234
    
    
    
    1,145
    
    
    
    684Other
    
    
    964
    
    
    
    669
    
    
    
    2,782
    
    
    
    2,437Total non-interest expense
    
    
    6,703
    
    
    
    5,327
    
    
    
    18,628
    
    
    
    17,350Income before income tax expense
    
    
    5,083
    
    
    
    4,920
    
    
    
    18,064
    
    
    
    15,837Income tax expense
    
    
    1,808
    
    
    
    1,855
    
    
    
    5,619
    
    
    
    5,812Net income
    
    $
    3,275
    
    
    
    3,065
    
    
    
    12,445
    
    
    
    10,025Net income per common share
    
    $
    0.08
    
    
    
    N/A
    
    
    
    0.29
    
    
    
    N/A
 
  3




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Unallocatedcommon stock held
    
    
    
    
    
    AccumulatedCommon Stock
    
    Additional
    
    by the employee
    
    
    
    
    
    other
    
    TotalPar
    
    paid-in
    
    stock ownership
    
    Retained
    
    comprehensive
    
    stockholdersShares
    
    value
    
    capital
    
    plan
    
    earnings
    
    loss
    
    equityBalance at December
31, 2006
    
    
    100
    
    
    $
    
    
    
    
    510
    
    
    
    
    
    
    
    177,731
    
    
    
    (14,247
    )
    
    
    163,994Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,025
    
    
    
    
    
    
    
    10,025Change in other
comprehensive
income, net of
tax of $3,391
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,087
    
    
    
    5,087Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,112Captial contribution
from NorthfieldBancorp, MHC
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500Balance at September
30, 2007
    
    
    100
    
    
    $
    
    
    
    
    1,010
    
    
    
    
    
    
    
    187,756
    
    
    
    (9,160
    )
    
    
    179,606Balance at December
31, 2007
    
    
    44,803,061
    
    
    $
    448
    
    
    
    199,395
    
    
    
    (16,977
    )
    
    
    187,992
    
    
    
    (3,518
    )
    
    
    367,340Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,445
    
    
    
    
    
    
    
    12,445Change in other
comprehensive
income, net of
tax of $1,333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,753
    )
    
    
    (1,753
    )Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,692ESOP shares allocated
or committed to
be released
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    439
    
    
    
    
    
    
    
    
    
    
    
    471Balance at September
30, 2008
    
    
    44,803,061
    
    
    $
    448
    
    
    
    199,427
    
    
    
    (16,538
    )
    
    
    200,437
    
    
    
    (5,271
    )
    
    
    378,503
  4




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine months endedSeptember 30,2008
    
    2007Cash flows from operating activities:Net income
    
    $
    12,445
    
    
    
    10,025Adjustments to reconcile net income to net cash provided by operating
activities:Provision for loan losses
    
    
    3,114
    
    
    
    737Depreciation
    
    
    1,049
    
    
    
    986Accretion of discounts, and deferred loan fees, net of amortization of
premiums
    
    
    (844
    )
    
    
    (76
    )Amortization of mortgage servicing rights
    
    
    100
    
    
    
    132Income on bank owned life insurance
    
    
    (1,280
    )
    
    
    (1,255
    )Gain on bank owned life insurance death benefit
    
    
    (2,510
    )
    
    
    Net gain on sale of loans
    
    
    (25
    )
    
    
    (39
    )Proceeds from sale of loans
    
    
    3,764
    
    
    
    4,496Origination of loans held-for-sale
    
    
    (3,469
    )
    
    
    (4,802
    )Loss (gain) on securities transactions, net
    
    
    780
    
    
    
    (340
    )Gain on sale of deposit relationships
    
    
    
    
    
    
    (3,660
    )Gain on sale of premises and equipment, net
    
    
    
    
    
    
    (648
    )Purchases of trading securities
    
    
    (484
    )
    
    
    (591
    )(Increase) decrease in accrued interest receivable
    
    
    (1,642
    )
    
    
    130Increase in other assets
    
    
    (3,410
    )
    
    
    (70
    )(Decrease) increase in accrued expenses and other liabilities
    
    
    (6,109
    )
    
    
    1,547Amortization of core deposit intangible
    
    
    284
    
    
    
    284Net cash provided by operating activities
    
    
    1,763
    
    
    
    6,856Cash flows from investing activities:Net increase in loans receivable
    
    $
    (131,322
    )
    
    
    (18,059
    )(Purchases) redemptions of Federal Home Loan Bank of New York stock, net
    
    
    (4,778
    )
    
    
    1,069Purchases of securities available-for-sale
    
    
    (275,812
    )
    
    
    (230,022
    )Principal payments and maturities on securities available-for-sale
    
    
    218,728
    
    
    
    172,441Principal payments and maturities on securities held-to-maturity
    
    
    3,867
    
    
    
    5,084Proceeds from sale of securities available-for-sale
    
    
    3,342
    
    
    
    3,726Purchases of certificates of deposit in other financial institutions
    
    
    (118,590
    )
    
    
    (44,000
    )Proceeds from maturities of certificates of deposit in other financial
institutions
    
    
    83,500
    
    
    
    31,000Purchase of bank owned life insurance
    
    
    
    
    
    
    (7,000
    )Cash received from bank owned life insurance settlement
    
    
    3,790
    
    
    
    Purchases and improvements of premises and equipment
    
    
    (2,001
    )
    
    
    (488
    )Proceeds from sale of premises and equipment
    
    
    
    
    
    
    1,473Net cash used in investing activities
    
    
    (219,276
    )
    
    
    (84,776
    )Cash flows from financing activities:Net increase in deposits
    
    
    57,411
    
    
    
    307,584Deposit relationships sold, net
    
    
    
    
    
    
    (22,985
    )Increase in advance payments by borrowers for taxes and insurance
    
    
    1,134
    
    
    
    1,026Repayments under capital lease obligations
    
    
    (101
    )
    
    
    (84
    )Proceeds from securities sold under agreements to repurchase
    
    
    339,500
    
    
    
    45,000Repayments related to securities sold under agreements to repurchase
    
    
    (187,000
    )
    
    
    (62,000
    )Stock issuance costs
    
    
    
    
    
    
    (855
    )Net increase in other borrowings
    
    
    31,300
    
    
    
    Capital contribution from Northfield Bancorp, MHC
    
    
    
    
    
    
    500Net cash provided by financing activities
    
    
    242,244
    
    
    
    268,186Net increase in cash and cash equivalents
    
    
    24,731
    
    
    
    190,266Cash and cash equivalents at beginning of period
    
    
    25,088
    
    
    
    60,624Cash and cash equivalents at end of period
    
    $
    49,819
    
    
    
    250,890Supplemental
disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    19,411
    
    
    
    22,084Income taxes
    
    
    17,863
    
    
    
    4,279Supplemental
schedule of
non-cash investing activities:Loan
transfered to other real estate owned
    
    
    1,071
    
    
    
    
  5




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Basis of Presentation
    Note 2
 Other Real Estate Owned
  Note 3 Net Income Per Common Share
  6




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 4  Net Loans Held-for-Investment
  September 30,
    
    December 31,2008
    
    2007Real estate loans:Commercial mortgage
    
    $
    271,395
    
    
    
    243,902One- to four-family residential mortgage
    
    
    101,600
    
    
    
    95,246Home equity and lines of credit
    
    
    21,769
    
    
    
    12,797Construction and land
    
    
    50,322
    
    
    
    44,850Multifamily
    
    
    99,597
    
    
    
    14,164Total real estate loans
    
    
    544,683
    
    
    
    410,959Commercial and industrial loans
    
    
    10,299
    
    
    
    11,397Other loans
    
    
    1,371
    
    
    
    1,842Total commercial and industrial and other
loans
    
    
    11,670
    
    
    
    13,239Total loans held-for-investment
    
    
    556,353
    
    
    
    424,198Deferred loan cost, net
    
    
    381
    
    
    
    131Loans held-for-investment, net
    
    
    556,734
    
    
    
    424,329Allowance for loan losses
    
    
    (7,736
    )
    
    
    (5,636
    )Net loans held-for-investment
    
    $
    548,998
    
    
    
    418,693
  At or for thenine months endedSeptember 30,2008
    
    2007Beginning balance
    
    $
    5,636
    
    
    
    5,030Recoveries
    
    
    
    
    
    
    Charge-offsCommercial mortgage
    
    
    (1,002
    )
    
    
    Commercial and industrial
loans
    
    
    
    
    
    
    (814
    )Other loans
    
    
    (12
    )
    
    
    (22
    )Total charge-offs
    
    
    (1,014
    )
    
    
    (836
    )Net charge-offs
    
    
    (1,014
    )
    
    
    (836
    )Provision for loan losses
    
    
    3,114
    
    
    
    737Ending balance
    
    $
    7,736
    
    
    
    4,931
  7




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Note 5  Deposits
  September 30,
    
    December 31,2008
    
    2007Non-interest-bearing demand
    
    $
    88,286
    
    
    
    99,208Interest-bearing negotiable orders of
withdrawal (NOW)
    
    
    82,168
    
    
    
    57,555Savings-passbook, statement, tiered, and
money market
    
    
    423,674
    
    
    
    317,875Certificates of deposit
    
    
    340,508
    
    
    
    402,587$
    934,636
    
    
    
    877,225
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007NOW
    
    $
    267
    
    
    
    250
    
    
    
    833
    
    
    
    600Savings-passbook,
statement, tiered, and
money market
    
    
    1,236
    
    
    
    682
    
    
    
    2,816
    
    
    
    1,861Certificates of deposit
    
    
    2,774
    
    
    
    5,140
    
    
    
    9,844
    
    
    
    15,719$
    4,277
    
    
    
    6,072
    
    
    
    13,493
    
    
    
    18,180
 Note 6  Other Postretirement Benefits
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Service cost
    
    $
    1
    
    
    
    1
    
    
    
    3
    
    
    
    3Interest cost
    
    
    24
    
    
    
    17
    
    
    
    72
    
    
    
    51Amortization of transition obligation
    
    
    4
    
    
    
    4
    
    
    
    12
    
    
    
    12Amortization of prior service costs
    
    
    4
    
    
    
    4
    
    
    
    12
    
    
    
    12Amortization of unrecognized loss
(gain)
    
    
    5
    
    
    
    (4
    )
    
    
    15
    
    
    
    (12
    )$
    38
    
    
    
    22
    
    
    
    114
    
    
    
    66
 Note 7  Fair Value Measurements
  8




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
    
    Level 1 Inputs  Unadjusted quoted prices in active markets for identical
assets or liabilities that the reporting entity has the ability to access at the
measurement date.
    
    Level 2 Inputs  Inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly. These
include quoted prices for similar assets or liabilities in active markets, quoted
prices for identical or similar assets or liabilities in markets that are not
active, inputs other than quoted prices that are observable for the asset or
liability (for example, interest rates, volatilities, prepayment speeds, loss
severities, credit risks and default
rates) or inputs that are derived principally from or corroborated by observable
market data by correlations or other means.
    
    Level 3 Inputs  Significant unobservable inputs that reflect the Companys own
assumptions that market participants would use in pricing the assets or
liabilities.
  Fair Value Measurements at Reporting Date Using:Quoted Pricesin Active
    
    
    Significant Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableSeptember 30,
    
    
    Identical Assets
    
    
    Inputs
    
    
    Inputs2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Investment
securities:Available-for-sale:Mortgage-backed
securities
    
    $
    835,125
    
    
    $
    
    
    
    $
    835,125
    
    
    $
    Corporate bonds
    
    
    13,359
    
    
    
    
    
    
    
    13,359
    
    
    
    Equities
    
    
    18,662
    
    
    
    18,662
    
    
    
    
    
    
    
    Total
available-for-sale
    
    
    867,146
    
    
    
    18,662
    
    
    
    848,484
    
    
    
    Trading securities
    
    
    3,301
    
    
    
    3,301
    
    
    
    
    
    
    
    Total
    
    $
    870,447
    
    
    $
    21,963
    
    
    $
    848,484
    
    
    $
    
 Available -for- Sale Securities:
 Trading Securities:
  9




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Impaired Assets:
  Note 8  Income Taxes
  Unrecognized tax benefits at January 1, 2008
    
    $
    2,700Payments for tax positions of prior years
    
    
    (2,700
    )Unrecognized tax benefits at June 30, 2008
    
    $
    
  Note 9 Emergency Economic Stabilization Act of 2008 and Temporary Liquidity Guarantee Program
     10




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Note 10  Commitments and Contingencies
   Note 11  Recent Accounting Pronouncements
    11




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active
 12




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 Cautionary Statement Regarding Forward-Looking Information
 Forward Looking Statements
  
    
    statements of our goals, intentions and expectations;
    
    statements regarding our business plans and prospects and growth and operating
strategies;
    
    statements regarding the asset quality of our loan and investment portfolios; and
    
    estimates of our risks and future costs and benefits.
  
    
    significantly increased competition among depository and other financial
institutions;
    
    inflation and changes in the interest rate environment that reduce our interest
margins or reduce the fair value of financial instruments;
    
    general economic conditions, either nationally or in our market areas, that are worse
than expected;
    
    adverse changes in the securities markets;
    
    legislative or regulatory changes that adversely affect our business;
    
    our ability to enter new markets successfully and take advantage of growth
opportunities, and the possible dilutive effect of potential acquisitions or de novo
branches, if any;
    
    changes in consumer spending, borrowing and savings habits;
    
    changes in accounting policies and practices, as may be adopted by bank regulatory
agencies and the Financial Accounting Standards Board and other promulgating
authorities;
    
    inability of third-party providers to perform their obligations to us; and
    
    changes in our organization, compensation and benefit plans.
  Critical Accounting Policies
  13




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##### Table of Contents



Overview
     
    
    Total assets increased $260.6 million to $1.648 billion at September 30, 2008, from $1.387 billion at December 31, 2007.
 
    
    Certificates of deposits in other financial institutions increased $35.1 million.
    
    Securities available-for-sale increased $64.7 million.
    
    Net loans held-for-investment increased $132.4 million.
    
    Federal Home Loan Bank of New York stock increased $4.8 million.
 
    
    Total liabilities increased $249.4 million to $1.269 billion at September 30, 2008
from $1.020 billion at December 31, 2007.
 
    
    Deposits increased $57.4 million.
    
    Securities sold under agreements to repurchase and other borrowings increased $183.7 million.
 
    
    Net interest income increased $3.1 million to $12.2 million for the third quarter
of 2008, as compared to $9.2 million for the third quarter of 2007.
 
    
    The net interest margin increased 38 basis points to 3.22% for
the third quarter of 2008, as compared to 2.84% for the third quarter of 2007.
 
    
    The provision for loan losses was $1.3 million for the third quarter of 2008,
compared to $200,000 for the third quarter of 2007. The increase in the provision
was attributable to increased loan growth, increases in certain estimated loan loss
factors for groups of similar loans, and increased provisions for certain impaired
loans.
  14




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##### Table of Contents



Comparison of Financial Condition at September 30, 2008 and December 31, 2007
         15




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##### Table of Contents



Comparison of Operating Results for the Three Months Ended September 30, 2008 and 2007
 Interest income.
 Interest Expense.
 Net Interest Income.
 Provision for Loan Losses.
  16




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##### Table of Contents



Net Change for
    
    
    Net Change forThree Months Ended
    
    
    Three Months EndedSeptember 30, 2008
    
    
    September 30, 2007Real estate loans:Commercial mortgage
    
    $
    (829
    )
    
    
    (1,985
    )One- to four-family residential mortgage
    
    
    685
    
    
    
    (22
    )Home equity and lines of credit
    
    
    2,894
    
    
    
    (457
    )Construction and land
    
    
    (426
    )
    
    
    3,742Multifamily
    
    
    37,114
    
    
    
    2,388Total real estate loans
    
    
    39,438
    
    
    
    3,666Commercial and industrial loans
    
    
    (651
    )
    
    
    (757
    )Other loans
    
    
    (17
    )
    
    
    (556
    )Total commercial and industrial and other loans
    
    
    (668
    )
    
    
    (1,313
    )Total loans held-for-investment
    
    $
    38,770
    
    
    
    2,353
  Non-interest Income.
 Non-interest Expense.
 Income Tax Expense.
 17




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18




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##### Table of Contents



NORTHFIELD BANCORP, INC.
 For the Three Months Ended September 30,2008
    
    
    2007Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/Rate
    
    
    Outstanding
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    (1)
    
    
    Balance
    
    
    Interest
    
    
    Rate (1)Interest-earning assets:Loans
    
    $
    534,587
    
    
    $
    8,337
    
    
    
    6.20
    %
    
    $
    425,755
    
    
    $
    7,297
    
    
    
    6.80
    %Mortgage-backed securities
    
    
    838,985
    
    
    
    9,426
    
    
    
    4.47
    
    
    
    729,221
    
    
    
    7,915
    
    
    
    4.31Other securities
    
    
    32,543
    
    
    
    246
    
    
    
    3.01
    
    
    
    33,670
    
    
    
    389
    
    
    
    4.58Federal Home Loan Bank of New York stock
    
    
    12,930
    
    
    
    203
    
    
    
    6.25
    
    
    
    6,511
    
    
    
    119
    
    
    
    7.25Interest-earning deposits in financial
institutions
    
    
    93,222
    
    
    
    822
    
    
    
    3.51
    
    
    
    85,776
    
    
    
    931
    
    
    
    4.31Total interest-earning assets
    
    
    1,512,267
    
    
    
    19,034
    
    
    
    5.01
    
    
    
    1,280,933
    
    
    
    16,651
    
    
    
    5.16Non-interest-earning assets
    
    
    79,473
    
    
    
    
    
    
    
    
    
    
    
    58,244Total assets
    
    $
    1,591,740
    
    
    
    
    
    
    
    
    
    
    $
    1,339,177Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    $
    461,396
    
    
    
    1,503
    
    
    
    1.30
    
    
    $
    433,203
    
    
    
    932
    
    
    
    0.85Certificates of deposit
    
    
    355,627
    
    
    
    2,774
    
    
    
    3.10
    
    
    
    486,290
    
    
    
    5,140
    
    
    
    4.19Total interest-bearing deposits
    
    
    817,023
    
    
    
    4,277
    
    
    
    2.08
    
    
    
    919,493
    
    
    
    6,072
    
    
    
    2.62Repurchase agreements
    
    
    230,859
    
    
    
    2,024
    
    
    
    3.49
    
    
    
    115,033
    
    
    
    1,187
    
    
    
    4.09Other borrowings
    
    
    68,499
    
    
    
    491
    
    
    
    2.85
    
    
    
    22,771
    
    
    
    219
    
    
    
    3.82Total interest-bearing liabilities
    
    
    1,116,381
    
    
    
    6,792
    
    
    
    2.42
    
    
    
    1,057,297
    
    
    
    7,478
    
    
    
    2.81Non-interest bearing deposit accounts
    
    
    88,749
    
    
    
    
    
    
    
    
    
    
    
    94,685Accrued expenses and other liabilities
    
    
    11,914
    
    
    
    
    
    
    
    
    
    
    
    14,522Total liabilities
    
    
    1,217,044
    
    
    
    
    
    
    
    
    
    
    
    1,166,504Stockholders equity
    
    
    374,696
    
    
    
    
    
    
    
    
    
    
    
    172,673Total liabilities and stockholders equity
    
    $
    1,591,740
    
    
    
    
    
    
    
    
    
    
    $
    1,339,177Net interest income
    
    
    
    
    
    $
    12,242
    
    
    
    
    
    
    
    
    
    
    $
    9,173Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.59
    %
    
    
    
    
    
    
    
    
    
    
    2.35
    %Net interest-earning assets (3)
    
    $
    395,886
    
    
    
    
    
    
    
    
    
    
    $
    223,636Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.22
    %
    
    
    
    
    
    
    
    
    
    
    2.84
    %Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    135.46
    %
    
    
    
    
    
    
    
    
    
    
    121.15
    %
 
 (1)
    
    Average yields and rates for the three months ended September 30, 2008 and 2007, are
annualized.(2)
    
    Net interest rate spread represents the difference between the weighted average yield
on interest-earning assets and the weighted average cost of interest-bearing liabilities.(3)
    
    Net interest-earning assets represent total interest-earning assets less total
interest-bearing liabilities.(4)
    
    Net interest margin represents net interest income divided by average total
interest-earning assets. 19




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##### Table of Contents



Comparison of Operating Results for the Nine Months Ended September 30, 2008 and 2007
 Interest income.
 Interest Expense.
 Net Interest Income.
 Provision for Loan Losses.
 20




---



##### Table of Contents



Net Change for
    
    
    Net Change forNine Months Ended
    
    
    Nine Months EndedSeptember 30, 2008
    
    
    September 30, 2007Real estate loans:Commercial mortgage
    
    $
    27,493
    
    
    
    31,393One- to four-family residential mortgage
    
    
    6,354
    
    
    
    (8,791
    )Home equity and lines of credit
    
    
    8,972
    
    
    
    (2,106
    )Construction and land
    
    
    5,472
    
    
    
    (2,947
    )Multifamily
    
    
    85,433
    
    
    
    2,200Total real estate loans
    
    
    133,724
    
    
    
    19,749Commercial and industrial loans
    
    
    (1,098
    )
    
    
    (670
    )Other loans
    
    
    (471
    )
    
    
    (1,689
    )Total commercial and industrial and other loans
    
    
    (1,569
    )
    
    
    (2,359
    )Total loans held-for-investment
    
    $
    132,155
    
    
    
    17,390
 Non-interest Income.
 Non-interest Expense.
 Income Tax Expense.
 21




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##### Table of Contents



NORTHFIELD BANCORP, INC.
 For the Nine Months Ended September 30,2008
    
    
    2007Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/ Rate
    
    
    Outstanding
    
    
    
    
    
    
    Yield/ RateBalance
    
    
    Interest
    
    
    (1)
    
    
    Balance
    
    
    Interest
    
    
    (1)Interest-earning assets:Loans
    
    $
    478,966
    
    
    $
    22,723
    
    
    
    6.34
    %
    
    $
    422,905
    
    
    $
    21,343
    
    
    
    6.75
    %Mortgage-backed securities
    
    
    812,586
    
    
    
    27,197
    
    
    
    4.47
    
    
    
    709,302
    
    
    
    22,348
    
    
    
    4.21Other securities
    
    
    39,752
    
    
    
    1,182
    
    
    
    3.97
    
    
    
    40,798
    
    
    
    1,452
    
    
    
    4.76Federal Home Loan Bank of New
York stock
    
    
    12,021
    
    
    
    538
    
    
    
    5.98
    
    
    
    6,594
    
    
    
    387
    
    
    
    7.85Interest-earning deposits in
financial institutions
    
    
    104,227
    
    
    
    2,806
    
    
    
    3.60
    
    
    
    66,902
    
    
    
    2,267
    
    
    
    4.53Total interest-earning assets
    
    
    1,447,552
    
    
    
    54,446
    
    
    
    5.02
    
    
    
    1,246,501
    
    
    
    47,797
    
    
    
    5.13Non-interest-earning assets
    
    
    81,880
    
    
    
    
    
    
    
    
    
    
    
    57,739Total assets
    
    $
    1,529,432
    
    
    
    
    
    
    
    
    
    
    $
    1,304,240Interest-bearing liabilities:Savings, NOW, and money market
accounts
    
    $
    418,256
    
    
    
    3,649
    
    
    
    1.17
    
    
    $
    404,794
    
    
    
    2,461
    
    
    
    0.81Certificates of deposit
    
    
    373,149
    
    
    
    9,844
    
    
    
    3.52
    
    
    
    489,425
    
    
    
    15,719
    
    
    
    4.29Total interest-bearing deposits
    
    
    791,405
    
    
    
    13,493
    
    
    
    2.28
    
    
    
    894,219
    
    
    
    18,180
    
    
    
    2.72Repurchase agreements
    
    
    206,431
    
    
    
    5,414
    
    
    
    3.50
    
    
    
    110,542
    
    
    
    3,293
    
    
    
    3.98Other borrowings
    
    
    47,543
    
    
    
    1,159
    
    
    
    3.26
    
    
    
    22,581
    
    
    
    646
    
    
    
    3.82Total interest-bearing
liabilities
    
    
    1,045,379
    
    
    
    20,066
    
    
    
    2.56
    
    
    
    1,027,342
    
    
    
    22,119
    
    
    
    2.88Non-interest bearing deposit
accounts
    
    
    95,855
    
    
    
    
    
    
    
    
    
    
    
    93,629Accrued expenses and other
liabilities
    
    
    13,779
    
    
    
    
    
    
    
    
    
    
    
    13,911Total liabilities
    
    
    1,155,013
    
    
    
    
    
    
    
    
    
    
    
    1,134,882Stockholders equity
    
    
    374,419
    
    
    
    
    
    
    
    
    
    
    
    169,358Total liabilities and
stockholders equity
    
    $
    1,529,432
    
    
    
    
    
    
    
    
    
    
    $
    1,304,240Net interest income
    
    
    
    
    
    $
    34,380
    
    
    
    
    
    
    
    
    
    
    $
    25,678Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.46
    %
    
    
    
    
    
    
    
    
    
    
    2.25
    %Net interest-earning assets (3)
    
    $
    402,173
    
    
    
    
    
    
    
    
    
    
    $
    219,159Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.17
    %
    
    
    
    
    
    
    
    
    
    
    2.75
    %Average interest-earning assets
to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    138.47
    %
    
    
    
    
    
    
    
    
    
    
    121.33
    %
 
 (1)
    
    Average yields and rates for the nine months ended September 30, 2008 and 2007, are
annualized.(2)
    
    Net interest rate spread represents the difference between the weighted average yield
on interest-earning assets and the weighted average cost of interest-bearing liabilities.(3)
    
    Net interest-earning assets represent total interest-earning assets less total
interest-bearing liabilities.(4)
    
    Net interest margin represents net interest income divided by average total
interest-earning assets. 22




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##### Table of Contents



Liquidity and Capital Resources
 Liquidity
  Capital Resources
 MinimumRequired to BeMinimum
    
    Well CapitalizedRequired for
    
    under PromptCapital
    
    CorrectiveAdequacy
    
    ActionActual Ratio
    
    Purposes
    
    ProvisionsAs of September 30, 2008:Tangible capital to
tangible assets
    
    
    16.89
    %
    
    
    1.50
    %
    
    NA%Tier 1 capital  leverage (to
adjusted assets)
    
    
    16.89
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-
weighted assets)
    
    
    35.64
    
    
    
    8.00
    
    
    
    10.00As of December 31, 2007:Tangible capital to
tangible assets
    
    
    18.84
    %
    
    
    1.50
    %
    
    NA%Tier 1 capital  leverage (to
adjusted assets)
    
    
    18.84
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-
weighted assets)
    
    
    38.07
    
    
    
    8.00
    
    
    
    10.00
 23




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##### Table of Contents



Off-Balance Sheet Arrangements and Contractual Obligations
   One & less
    
    Three & lessLess than
    
    than Three
    
    than Five
    
    More thanContractual Obligation
    
    Total
    
    One Year
    
    Years
    
    Years
    
    Five Years(in thousands)Debt obligations
(excluding
capitalized leases)
    
    $
    305,800
    
    
    
    144,500
    
    
    
    90,000
    
    
    
    66,300
    
    
    
    5,000Commitments to
originate loans
    
    $
    51,089
    
    
    
    51,089
    
    
    
    
    
    
    
    
    
    
    
    Commitments to fund
unused lines of
credit
    
    $
    35,864
    
    
    
    35,864
    
    
    
    
    
    
    
    
    
    
    
    
    24




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
    
    originating commercial real estate loans and multifamily loans that generally tend
to have shorter maturities and higher interest rates that generally reset at five
years;
    
    investing in shorter term investment grade corporate securities and mortgage-backed
securities; and
    
    obtaining general financing through lower-cost deposits and longer-term Federal Home
Loan Bank advances and repurchase agreements.
  Net Portfolio Value Analysis .
 Net Interest Income Analysis.
 25




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##### Table of Contents



NPVEstimatedChange in
    
    
    
    Estimated
    
    Estimated
    
    
    
    
    
    Estimated
    
    NPV/Present
    
    Net InterestInterest Rates
    
    
    
    Present Value
    
    Present Value
    
    Estimated
    
    Change In
    
    Value of
    
    Income Percent(basis points)
    
    
    
    of Assets
    
    of Liabilities
    
    NPV
    
    NPV
    
    Assets Ratio
    
    Change+300
    
    
    
    
    $
    1,534,479
    
    
    $
    1,158,136
    
    
    $
    376,343
    
    
    $
    (59,437
    )
    
    
    24.53
    %
    
    
    (8.24
    )%+200
    
    
    
    
    
    1,574,333
    
    
    
    1,175,048
    
    
    
    399,285
    
    
    
    (36,495
    )
    
    
    25.36
    %
    
    
    (5.01
    )%+100
    
    
    
    
    
    1,611,116
    
    
    
    1,192,559
    
    
    
    418,557
    
    
    
    (17,223
    )
    
    
    25.98
    %
    
    
    (2.38
    )%0
    
    
    
    
    
    1,646,448
    
    
    
    1,210,668
    
    
    
    435,780
    
    
    
    
    
    
    
    26.47
    %
    
    
    -100
    
    
    
    
    
    1,679,871
    
    
    
    1,228,168
    
    
    
    451,703
    
    
    
    15,923
    
    
    
    26.89
    %
    
    
    3.49
    %-200
    
    
    
    
    
    1,695,098
    
    
    
    1,246,331
    
    
    
    448,767
    
    
    
    12,987
    
    
    
    26.47
    %
    
    
    2.52
    %-300
    
    
    
    
    $
    1,705,598
    
    
    $
    1,266,300
    
    
    $
    439,298
    
    
    $
    3,518
    
    
    
    25.76
    %
    
    
    (3.10
    )%
   26




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
  
 ITEM 4T. CONTROLS AND PROCEDURES
   27




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##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  Our Expenses Will Increase as a Result of Increases in FDIC Insurance Premiums
   28




---



##### Table of Contents



Recent negative developments in the financial industry and the domestic and international credit
markets may adversely affect our operations and results.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (a)
    
    Unregistered Sale of Equity Securities. There were no sales of unregistered securities
during the period covered by this report.(b)
    
    Use of Proceeds. Not applicable(c)
    
    Repurchases of Our Equity Securities. There were no issuer repurchases of securities
during the period covered.
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  29




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##### Table of Contents



SIGNATURES
  Date: November 14, 2008
    NORTHFIELD BANCORP, INC.
(Registrant)/s/   John W. AlexanderJohn W. AlexanderChairman, President and Chief Executive Officer/s/   Steven M. KleinSteven M. KleinExecutive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) 30




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##### Table of Contents



ExhibitNumber
    
    Description31.1
    
    Certification of John W. Alexander, Chairman, President and Chief Executive Officer,
Pursuant to Rule 13a-14(a) and Rule 15d-14(a).31.2
    
    Certification of Steven M. Klein, Executive Vice President and Chief Financial Officer,
Pursuant to Rule 13a-14(a) and Rule 15d-14(a).32
    
    Certification of John W. Alexander, Chairman, President and Chief Executive Officer,
and Steven M. Klein, Executive Vice President and Chief Financial Officer, Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
 31