##### 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 June 30, 2010
 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
    
    42-1572539(State or other jurisdiction of incorporation)
    
    (I.R.S. Employer Identification No.)1410 St. Georges Avenue, Avenel, New Jersey
    
    07001(Address of principal executive offices)
    
    (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
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o (Do not check if smaller reporting company)
Smaller reporting company o o þ




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##### 



NORTHFIELD BANCORP, INC.
    PageNumberItem 1. Financial Statements
    
    
    2Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    34Item 4. Controls and Procedures
    
    
    36Item 4T. Controls and Procedures
    
    
    36PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    37Item 1A. Risk Factors
    
    
    37Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    39Item 3. Defaults Upon Senior Securities
    
    
    40Item 4. [Removed and Reserved]
    
    
    40Item 5. Other Information
    
    
    40Item 6. Exhibits
    
    
    40Signatures
    
    
    41EX-31.1EX-31.2EX-32
  1




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##### Table of Contents



ITEM 1. FINANCIAL STATEMENTS
 NORTHFIELD BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
 June 30,
    
    December 31,2010
    
    2009(Unaudited)ASSETS:Cash and due from banks
    
    $
    10,019
    
    
    
    10,183Interest-bearing deposits in other financial institutions
    
    
    18,843
    
    
    
    32,361Total cash and cash equivalents
    
    
    28,862
    
    
    
    42,544Trading securities
    
    
    3,515
    
    
    
    3,403Securities available-for-sale, at estimated fair value
(encumbered $278,605 in 2010 and $219,446 in 2009)
    
    
    1,301,727
    
    
    
    1,131,803Securities held-to-maturity, at amortized cost (estimated fair value of $6,046
in 2010 and $6,930 in 2009) (encumbered $0 in 2010 and 2009)
    
    
    5,830
    
    
    
    6,740Loans held-for-sale
    
    
    248
    
    
    
    Loans held-for-investment, net
    
    
    772,909
    
    
    
    729,269Allowance for loan losses
    
    
    (19,122
    )
    
    
    (15,414
    )Net loans held-for-investment
    
    
    753,787
    
    
    
    713,855Accrued interest receivable
    
    
    8,001
    
    
    
    8,054Bank owned life insurance
    
    
    54,688
    
    
    
    43,751Federal Home Loan Bank of New York stock, at cost
    
    
    8,119
    
    
    
    6,421Premises and equipment, net
    
    
    13,587
    
    
    
    12,676Goodwill
    
    
    16,159
    
    
    
    16,159Other real estate owned
    
    
    1,362
    
    
    
    1,938Other assets
    
    
    12,280
    
    
    
    14,930Total assets
    
    $
    2,208,165
    
    
    
    2,002,274LIABILITIES AND STOCKHOLDERS EQUITY:LIABILITIES:Deposits
    
    $
    1,380,695
    
    
    
    1,316,885Borrowings
    
    
    356,333
    
    
    
    279,424Advance payments by borrowers for taxes and insurance
    
    
    1,556
    
    
    
    757Accrued expenses and other liabilities
    
    
    69,842
    
    
    
    13,668Total liabilities
    
    
    1,808,426
    
    
    
    1,610,734STOCKHOLDERS 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, 45,632,676 and 45,628,211
shares issued at June 30, 2010, and December 31, 2009, respectively, 43,540,653 and
43,912,148 outstanding at June 30, 2010, and December 31, 2009, respectively
    
    
    456
    
    
    
    456Additional paid-in-capital
    
    
    204,326
    
    
    
    202,479Unallocated common stock held by employee stock ownership plan
    
    
    (15,514
    )
    
    
    (15,807
    )Retained earnings
    
    
    218,156
    
    
    
    212,196Accumulated other comprehensive income
    
    
    17,428
    
    
    
    12,145Treasury stock at cost; 2,092,023 and 1,716,063 shares at June 30, 2010, and
December 31, 2009, respectively
    
    
    (25,113
    )
    
    
    (19,929
    )Total stockholders equity
    
    
    399,739
    
    
    
    391,540Total liabilities and stockholders equity
    
    $
    2,208,165
    
    
    
    2,002,274
  2




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
 Three months ended
    
    Six months endedJune 30,
    
    June 30,2010
    
    2009
    
    2010
    
    2009Interest income:Loans
    
    $
    12,098
    
    
    
    9,253
    
    
    $
    22,391
    
    
    
    17,824Mortgage-backed securities
    
    
    8,432
    
    
    
    10,924
    
    
    
    17,613
    
    
    
    22,038Other securities
    
    
    1,379
    
    
    
    522
    
    
    
    2,763
    
    
    
    804Federal Home Loan Bank of New York dividends
    
    
    63
    
    
    
    107
    
    
    
    158
    
    
    
    187Deposits in other financial institutions
    
    
    60
    
    
    
    207
    
    
    
    114
    
    
    
    642Total interest income
    
    
    22,032
    
    
    
    21,013
    
    
    
    43,039
    
    
    
    41,495Interest expense:Deposits
    
    
    3,382
    
    
    
    4,586
    
    
    
    7,334
    
    
    
    9,543Borrowings
    
    
    2,733
    
    
    
    2,590
    
    
    
    5,239
    
    
    
    5,354Total interest expense
    
    
    6,115
    
    
    
    7,176
    
    
    
    12,573
    
    
    
    14,897Net interest income
    
    
    15,917
    
    
    
    13,837
    
    
    
    30,466
    
    
    
    26,598Provision for loan losses
    
    
    2,798
    
    
    
    3,099
    
    
    
    4,728
    
    
    
    4,743Net interest income after provision for loan losses
    
    
    13,119
    
    
    
    10,738
    
    
    
    25,738
    
    
    
    21,855Non-interest income:Fees and service charges for customer services
    
    
    629
    
    
    
    716
    
    
    
    1,289
    
    
    
    1,375Income on bank owned life insurance
    
    
    514
    
    
    
    438
    
    
    
    937
    
    
    
    871Gain on securities transactions, net
    
    
    530
    
    
    
    294
    
    
    
    1,145
    
    
    
    140Other
    
    
    193
    
    
    
    76
    
    
    
    218
    
    
    
    107Total non-interest income
    
    
    1,866
    
    
    
    1,524
    
    
    
    3,589
    
    
    
    2,493Non-interest expense:Compensation and employee benefits
    
    
    4,208
    
    
    
    4,321
    
    
    
    8,999
    
    
    
    8,089Occupancy
    
    
    1,185
    
    
    
    1,073
    
    
    
    2,379
    
    
    
    2,193Furniture and equipment
    
    
    259
    
    
    
    269
    
    
    
    531
    
    
    
    557Data processing
    
    
    642
    
    
    
    589
    
    
    
    1,249
    
    
    
    1,433FDIC insurance
    
    
    455
    
    
    
    1,063
    
    
    
    885
    
    
    
    1,477Professional fees
    
    
    475
    
    
    
    476
    
    
    
    854
    
    
    
    1,002Other
    
    
    1,233
    
    
    
    1,270
    
    
    
    2,681
    
    
    
    2,092Total non-interest expense
    
    
    8,457
    
    
    
    9,061
    
    
    
    17,578
    
    
    
    16,843Income before income tax expense
    
    
    6,528
    
    
    
    3,201
    
    
    
    11,749
    
    
    
    7,505Income tax expense
    
    
    2,342
    
    
    
    1,079
    
    
    
    4,182
    
    
    
    2,648Net income
    
    $
    4,186
    
    
    
    2,122
    
    
    $
    7,567
    
    
    
    4,857Basic and diluted earnings per share
    
    $
    0.10
    
    
    
    0.05
    
    
    $
    0.18
    
    
    
    0.11
  3




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Unallocatedcommon stock
    
    
    
    
    
    AccumulatedCommon Stock
    
    Additional
    
    held by the
    
    
    
    
    
    Other
    
    
    
    
    
    TotalPar
    
    paid-in
    
    employee stock
    
    Retained
    
    comprehensive
    
    Treasury
    
    stockholders'Shares
    
    value
    
    capital
    
    ownership plan
    
    earnings
    
    income (loss)
    
    Stock
    
    equityBalance at December 31, 2008
    
    
    44,803,061
    
    
    $
    448
    
    
    
    199,453
    
    
    
    (16,391
    )
    
    
    203,085
    
    
    
    (17
    )
    
    
    
    
    
    
    386,578Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,857
    
    
    
    
    
    
    
    
    
    
    
    4,857Change in accumulated comprehensive
income (loss), net of tax of $5,072
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,751
    
    
    
    
    
    
    
    6,751Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,608ESOP shares allocated
or committed to be released
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    292
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    310Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    1,352
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,352Dividends declared ($0.08 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,528
    )
    
    
    
    
    
    
    
    
    
    
    (1,528
    )Issuance of restricted stock
    
    
    836,650
    
    
    
    8
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury stock (average cost of $10.50
per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,107
    )
    
    
    (8,107
    )Balance at June 30, 2009
    
    
    45,639,711
    
    
    
    456
    
    
    
    200,815
    
    
    
    (16,099
    )
    
    
    206,414
    
    
    
    6,734
    
    
    
    (8,107
    )
    
    
    390,213Balance at December 31, 2009
    
    
    45,628,211
    
    
    
    456
    
    
    
    202,479
    
    
    
    (15,807
    )
    
    
    212,196
    
    
    
    12,145
    
    
    
    (19,929
    )
    
    
    391,540Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,567
    
    
    
    
    
    
    
    
    
    
    
    7,567Change in accumulated comprehensive
income, net of tax of $3,274
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,283
    
    
    
    
    
    
    
    5,283Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,850ESOP shares allocated
or committed to be released
    
    
    
    
    
    
    
    
    
    
    117
    
    
    
    293
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    410Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    1,499
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,499Additional tax benefit on stock awards
    
    
    
    
    
    
    
    
    
    
    231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    231Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26
    )
    
    
    
    
    
    
    163
    
    
    
    137Dividends declared ($0.09 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,581
    )
    
    
    
    
    
    
    
    
    
    
    (1,581
    )Issuance of Restricted Stock
    
    
    4,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury stock (average cost of
$12.00 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,347
    )
    
    
    (5,347
    )Balance at June 30, 2010
    
    
    45,632,611
    
    
    $
    456
    
    
    
    204,326
    
    
    
    (15,514
    )
    
    
    218,156
    
    
    
    17,428
    
    
    
    (25,113
    )
    
    
    399,739
  4




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six months endedJune 30,2010
    
    2009Cash flows from operating activities:Net income
    
    $
    7,567
    
    
    
    4,857Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    4,728
    
    
    
    4,743ESOP and stock compensation expense
    
    
    1,909
    
    
    
    1,662Depreciation
    
    
    852
    
    
    
    803Amortization of premiums, and deferred loan costs, net of (accretion) of discounts,
and deferred loan fees
    
    
    267
    
    
    
    (1,961
    )Amortization of mortgage servicing rights
    
    
    76
    
    
    
    56Income on bank owned life insurance
    
    
    (937
    )
    
    
    (871
    )Gain on sale of premises and equipment
    
    
    (197
    )
    
    
    Net gain on sale of loans held-for-sale
    
    
    (2
    )
    
    
    (44
    )Proceeds from sale of loans held-for-sale
    
    
    334
    
    
    
    3,641Origination of loans held-for-sale
    
    
    (580
    )
    
    
    (3,800
    )Gain on securities transactions, net
    
    
    (1,145
    )
    
    
    (140
    )Net purchases of trading securities
    
    
    (22
    )
    
    
    (302
    )Decrease (increase) in accrued interest receivable
    
    
    53
    
    
    
    (774
    )Increase in other assets
    
    
    (200
    )
    
    
    (1,303
    )Increase (decrease) in accrued expenses and other liabilities
    
    
    296
    
    
    
    (428
    )Amortization of core deposit intangible
    
    
    86
    
    
    
    190Net cash provided by operating activities
    
    
    13,085
    
    
    
    6,329Cash flows from investing activities:Net increase in loans receivable
    
    
    (45,166
    )
    
    
    (68,839
    )Purchases of Federal Home Loan Bank of New York stock, net
    
    
    (1,698
    )
    
    
    (431
    )Purchases of securities available-for-sale
    
    
    (435,937
    )
    
    
    (232,301
    )Principal payments and maturities on securities available-for-sale
    
    
    235,647
    
    
    
    178,782Principal payments and maturities on securities held-to-maturity
    
    
    913
    
    
    
    2,382Proceeds from sale of securities available-for-sale
    
    
    96,082
    
    
    
    1,998Purchases of certificates of deposit in other financial institutions
    
    
    
    
    
    
    (63
    )Proceeds from maturities of certificates of deposit in other financial institutions
    
    
    
    
    
    
    53,716Purchase of bank owned life insurance
    
    
    (10,000
    )
    
    
    Proceeds from the sale of premises and equipment
    
    
    394
    
    
    
    Purchases and improvements of premises and equipment
    
    
    (1,960
    )
    
    
    (2,469
    )Net cash used in investing activities
    
    
    (161,725
    )
    
    
    (67,225
    )Cash flows from financing activities:Net increase in deposits
    
    
    63,810
    
    
    
    85,715Dividends paid
    
    
    (1,581
    )
    
    
    (1,528
    )Exercise of stock options
    
    
    137
    
    
    
    Purchase of treasury stock
    
    
    (5,347
    )
    
    
    (8,107
    )Additional tax benefit on stock awards
    
    
    231
    
    
    
    Increase (decrease) in advance payments by borrowers for taxes and insurance
    
    
    799
    
    
    
    (1,616
    )Repayments under capital lease obligations
    
    
    (91
    )
    
    
    (78
    )Proceeds from borrowings
    
    
    176,680
    
    
    
    92,000Repayments related to borrowings
    
    
    (99,680
    )
    
    
    (78,500
    )Net cash provided by financing activities
    
    
    134,958
    
    
    
    87,886Net (decrease) increase in cash and cash equivalents
    
    
    (13,682
    )
    
    
    26,990Cash and cash equivalents at beginning of period
    
    
    42,544
    
    
    
    50,128Cash and cash equivalents at end of period
    
    $
    28,862
    
    
    
    77,118Supplemental cash flow information:Cash paid during the period for:Interest
    
    $
    12,543
    
    
    
    15,360Income taxes
    
    
    5,528
    
    
    
    4,887Non-cash transactions:Loans charged-off, net
    
    
    1,020
    
    
    
    1,448Other real estate owned charged-off
    
    
    146
    
    
    
    
  5




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##### Table of Contents



NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements
 Note 1  Basis of Presentation
    Note 2  Securities Available-for-Sale
  June 30, 2010Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    valueMortgage-backed securities:Pass-through certificates:Government sponsored
enterprises (GSE)
    
    $
    336,007
    
    
    
    17,698
    
    
    
    
    
    
    
    353,705Non-GSE
    
    
    36,194
    
    
    
    1,140
    
    
    
    1,569
    
    
    
    35,765Real estate mortgage
investment conduits (REMICs):GSE
    
    
    541,134
    
    
    
    4,880
    
    
    
    147
    
    
    
    545,867Non-GSE
    
    
    92,238
    
    
    
    4,807
    
    
    
    245
    
    
    
    96,8001,005,573
    
    
    
    28,525
    
    
    
    1,961
    
    
    
    1,032,137Other securities:Equity investments-mutual funds
    
    
    33,471
    
    
    
    130
    
    
    
    20
    
    
    
    33,581GSE bonds
    
    
    114,490
    
    
    
    873
    
    
    
    
    
    
    
    115,363Corporate bonds
    
    
    118,639
    
    
    
    2,007
    
    
    
    
    
    
    
    120,646266,600
    
    
    
    3,010
    
    
    
    20
    
    
    
    269,590Total securities available-for-sale
    
    $
    1,272,173
    
    
    
    31,535
    
    
    
    1,981
    
    
    
    1,301,727
 6




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##### Table of Contents



December 31, 2009Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    valueMortgage-backed securities:Pass-through certificates:Government sponsored
enterprises (GSE)
    
    $
    404,128
    
    
    
    13,932
    
    
    
    
    
    
    
    418,060Non-GSE
    
    
    65,363
    
    
    
    799
    
    
    
    3,696
    
    
    
    62,466Real estate mortgage
investment conduits (REMICs):GSE
    
    
    344,150
    
    
    
    5,368
    
    
    
    430
    
    
    
    349,088Non-GSE
    
    
    111,756
    
    
    
    2,627
    
    
    
    189
    
    
    
    114,194925,397
    
    
    
    22,726
    
    
    
    4,315
    
    
    
    943,808Other securities:Equity investments-mutual funds
    
    
    21,820
    
    
    
    52
    
    
    
    
    
    
    
    21,872GSE bonds
    
    
    28,994
    
    
    
    
    
    
    
    11
    
    
    
    28,983Corporate bonds
    
    
    134,595
    
    
    
    2,595
    
    
    
    50
    
    
    
    137,140185,409
    
    
    
    2,647
    
    
    
    61
    
    
    
    187,995Total securities available-for-sale
    
    $
    1,110,806
    
    
    
    25,373
    
    
    
    4,376
    
    
    
    1,131,803
  EstimatedAmortized
    
    
    fairAvailable-for-sale
    
    cost
    
    
    valueDue in one year or less
    
    $
    22,388
    
    
    
    22,614Due after one year through five years
    
    
    210,741
    
    
    
    213,395$
    233,129
    
    
    
    236,009
    7




---



##### Table of Contents



June 30, 2010Less than 12 months
    
    
    12 months or more
    
    
    TotalUnrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimatedlosses
    
    
    fair value
    
    
    losses
    
    
    fair value
    
    
    losses
    
    
    fair valueMortgage-backed securities:Pass-through certificates:Non-GSE
    
    $
    
    
    
    
    
    
    
    
    1,569
    
    
    
    13,336
    
    
    
    1,569
    
    
    
    13,336REMICsGSE
    
    
    142
    
    
    
    15,209
    
    
    
    5
    
    
    
    5,987
    
    
    
    147
    
    
    
    21,196Non-GSE
    
    
    15
    
    
    
    4,370
    
    
    
    230
    
    
    
    6,209
    
    
    
    245
    
    
    
    10,579Equity investments-mutual funds
    
    
    20
    
    
    
    4,980
    
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    4,980Total
    
    $
    177
    
    
    
    24,559
    
    
    
    1,804
    
    
    
    25,532
    
    
    
    1,981
    
    
    
    50,091
 December 31, 2009Less than 12 months
    
    
    12 months or more
    
    
    TotalUnrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimatedlosses
    
    
    fair value
    
    
    losses
    
    
    fair value
    
    
    losses
    
    
    fair valueMortgage-backed securities:Pass-through certificates:Non-GSE
    
    $
    1
    
    
    
    1,462
    
    
    
    3,695
    
    
    
    27,832
    
    
    
    3,696
    
    
    
    29,294REMICsGSE
    
    
    429
    
    
    
    116,478
    
    
    
    1
    
    
    
    16,507
    
    
    
    430
    
    
    
    132,985Non-GSE
    
    
    189
    
    
    
    6,970
    
    
    
    
    
    
    
    
    
    
    
    189
    
    
    
    6,970GSE bonds
    
    
    11
    
    
    
    4,019
    
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    4,019Corporate bonds
    
    
    50
    
    
    
    16,017
    
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    16,017Total
    
    $
    680
    
    
    
    144,946
    
    
    
    3,696
    
    
    
    44,339
    
    
    
    4,376
    
    
    
    189,285
    8




---



##### Table of Contents



Note 3  Net Loans Held-for-Investment
  June 30,
    
    
    December 31,2010
    
    
    2009Real estate loans:Commercial mortgage
    
    $
    339,321
    
    
    
    327,802One- to- four family residential mortgage
    
    
    85,871
    
    
    
    90,898Construction and land
    
    
    36,703
    
    
    
    44,548Multifamily
    
    
    211,388
    
    
    
    178,401Home equity and lines of credit
    
    
    30,598
    
    
    
    26,118Total real estate loans
    
    
    703,881
    
    
    
    667,767Commercial and industrial loans
    
    
    16,884
    
    
    
    19,252Insurance premium loans
    
    
    49,657
    
    
    
    40,382Other loans
    
    
    1,716
    
    
    
    1,299Total commercial and industrial, insurance premium, and other loans
    
    
    68,257
    
    
    
    60,933Total loans held-for-investment
    
    
    772,138
    
    
    
    728,700Deferred loan cost, net
    
    
    771
    
    
    
    569Loans held-for-investment, net
    
    
    772,909
    
    
    
    729,269Allowance for loan losses
    
    
    (19,122
    )
    
    
    (15,414
    )Net loans held-for-investment
    
    $
    753,787
    
    
    
    713,855
   Activity in the allowance for loan losses is as follows (in thousands):
 At or for thesix months endedJune 30,2010
    
    
    2009Beginning balance
    
    $
    15,414
    
    
    
    8,778Provision for loan losses
    
    
    4,728
    
    
    
    4,743Charge-offs, net
    
    
    (1,020
    )
    
    
    (1,448
    )Ending balance
    
    $
    19,122
    
    
    
    12,073
  9




---



##### Table of Contents



June 30,
    
    
    December 31,2010
    
    
    2009Non-accruing loans
    
    $
    34,007
    
    
    
    30,914Non-accruing loans subject to
restructuring agreements
    
    
    17,417
    
    
    
    10,717Total non-accruing loans
    
    
    51,424
    
    
    
    41,631Loans 90 days or more past maturity
and still accruing
    
    
    77
    
    
    
    191Total non-performing loans
    
    $
    51,501
    
    
    
    41,822Loans subject to restructuring
agreements and still accruing
    
    $
    10,708
    
    
    
    7,250
  June 30, 2010AllowanceRecorded
    
    
    for Loan
    
    
    NetInvestment
    
    
    Losses
    
    
    InvestmentNon-accruing loans
    
    $
    27,991
    
    
    
    (378
    )
    
    
    27,613Non-accruing loans subject to restructuring
agreements
    
    
    17,417
    
    
    
    (1,289
    )
    
    
    16,128Accruing loans subject to restructuring
agreements
    
    
    10,708
    
    
    
    (359
    )
    
    
    10,349Total impaired loans
    
    $
    56,116
    
    
    
    (2,026
    )
    
    
    54,090
 December 31, 2009AllowanceRecorded
    
    
    for Loan
    
    
    NetInvestment
    
    
    Losses
    
    
    InvestmentNon-accruing loans
    
    $
    26,113
    
    
    
    (1,596
    )
    
    
    24,517Non-accruing loans subject to restructuring
agreements
    
    
    10,717
    
    
    
    (409
    )
    
    
    10,308Accruing loans subject to restructuring
agreements
    
    
    7,250
    
    
    
    (395
    )
    
    
    6,855Total impaired loans
    
    $
    44,080
    
    
    
    (2,400
    )
    
    
    41,680
   10




---



##### Table of Contents



Note 4  Deposits
  June 30,
    
    
    December 31,2010
    
    
    2009Non-interest-bearing demand
    
    $
    116,566
    
    
    
    110,015Interest-bearing negotiable orders of withdrawal (NOW)
    
    
    72,963
    
    
    
    62,904Savings-passbook, statement, tiered, and money market
    
    
    605,828
    
    
    
    564,593Certificates of deposit
    
    
    585,338
    
    
    
    579,373$
    1,380,695
    
    
    
    1,316,885
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Negotiable order of withdrawal, savings-passbook, statement,
tiered, and money market
    
    $
    1,265
    
    
    
    1,468
    
    
    
    2,685
    
    
    
    3,104Certificates of deposit
    
    
    2,117
    
    
    
    3,118
    
    
    
    4,649
    
    
    
    6,439$
    3,382
    
    
    
    4,586
    
    
    
    7,334
    
    
    
    9,543
 Note 5 Equity Incentive Plan
  Weighted
    
    
    Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AverageNumber of
    
    
    Grant Date
    
    
    Exercise
    
    
    ContractualStock Options
    
    
    Fair Value
    
    
    Price
    
    
    Life (years)Outstanding- December 31,
2009
    
    
    2,083,400
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    8.58Granted
    
    
    3,000
    
    
    
    4.66
    
    
    
    13.24
    
    
    
    9.58Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (13,860
    )
    
    
    3.22
    
    
    
    9.94
    
    
    
    Outstanding- June 30, 2010
    
    
    2,072,540
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    8.59Exercisable- June 30, 2010
    
    
    424,020
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    8.58
   11




---



##### Table of Contents



WeightedNumber of
    
    
    AverageShares
    
    
    Grant DateAwarded
    
    
    Fair ValueNon-vested at December 31, 2009
    
    
    825,150
    
    
    $
    9.94Granted
    
    
    4,400
    
    
    
    13.24Vested
    
    
    (175,670
    )
    
    
    9.94Forfeited
    
    
    
    
    
    
    Non-vested at June 30, 2010
    
    
    653,880
    
    
    $
    9.97
   Note 6- Fair Value Measurements
  
    
    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.
 12




---



##### Table of Contents



Fair Value Measurements at Reporting Date Using:Quoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    Inputs(in thousands)
    
    June 30, 2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Measured on a recurring basis:Assets:Investment securities:Available-for-sale:Mortgage-backed securitiesGSE
    
    $
    899,572
    
    
    
    
    
    
    
    899,572
    
    
    
    Non-GSE
    
    
    132,565
    
    
    
    
    
    
    
    132,565
    
    
    
    Corporate bonds
    
    
    120,646
    
    
    
    
    
    
    
    120,646
    
    
    
    GSE bonds
    
    
    115,363
    
    
    
    
    
    
    
    115,363
    
    
    
    Equities
    
    
    33,581
    
    
    
    33,581
    
    
    
    
    
    
    
    Total available-for-sale
    
    
    1,301,727
    
    
    
    33,581
    
    
    
    1,268,146
    
    
    
    Trading securities
    
    
    3,515
    
    
    
    3,515
    
    
    
    
    
    
    
    Total
    
    $
    1,305,242
    
    
    
    37,096
    
    
    
    1,268,146
    
    
    
    Measured on a non-recurring basis:Assets:Impaired loans:Real estate loans:Commercial mortgage (CRE)
    
    $
    21,694
    
    
    
    
    
    
    
    
    
    
    
    21,694One- to- four family residential mortgage
    
    
    1,391
    
    
    
    
    
    
    
    
    
    
    
    1,391Construction and land
    
    
    3,967
    
    
    
    
    
    
    
    
    
    
    
    3,967Multifamily
    
    
    836
    
    
    
    
    
    
    
    
    
    
    
    836Total impaired loans
    
    
    27,888
    
    
    
    
    
    
    
    
    
    
    
    27,888Other real estate owned (CRE)
    
    
    1,362
    
    
    
    
    
    
    
    
    
    
    
    1,362Total
    
    $
    29,250
    
    
    
    
    
    
    
    
    
    
    
    29,250
 Fair Value Measurements at Reporting Date Using:Quoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDecember 31, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Measured on a recurring basis:Assets:Investment securities:Available-for-sale:Mortgage-backed securitiesGSE
    
    $
    767,148
    
    
    
    
    
    
    
    767,148
    
    
    
    Non-GSE
    
    
    176,660
    
    
    
    
    
    
    
    176,660
    
    
    
    Corporate bonds
    
    
    137,140
    
    
    
    
    
    
    
    137,140
    
    
    
    GSE bonds
    
    
    28,983
    
    
    
    
    
    
    
    28,983
    
    
    
    Equities
    
    
    21,872
    
    
    
    21,872
    
    
    
    
    
    
    
    Total available-for-sale
    
    
    1,131,803
    
    
    
    21,872
    
    
    
    1,109,931
    
    
    
    Trading securities
    
    
    3,403
    
    
    
    3,403
    
    
    
    
    
    
    
    Total
    
    $
    1,135,206
    
    
    
    25,275
    
    
    
    1,109,931
    
    
    
    Measured on a non-recurring basis:Assets:Impaired loans:Real estate loans:Commercial mortgage
    
    $
    21,295
    
    
    
    
    
    
    
    
    
    
    
    21,295Construction and land
    
    
    6,910
    
    
    
    
    
    
    
    
    
    
    
    6,910Multifamily
    
    
    823
    
    
    
    
    
    
    
    
    
    
    
    823Total impaired loans
    
    
    29,028
    
    
    
    
    
    
    
    
    
    
    
    29,028Other real estate owned (CRE)
    
    
    1,938
    
    
    
    
    
    
    
    
    
    
    
    1,938Total
    
    $
    30,966
    
    
    
    
    
    
    
    
    
    
    
    30,966
 13




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##### Table of Contents



Available -for- Sale Securities:
 Trading Securities:
 Impaired Loans:
 Other Real Estate Owned:
 Fair Value of Financial Instruments
  (a) Cash, Cash Equivalents, and Certificates of Deposit
  (b) Securities (Held to Maturity)
  14




---



##### Table of Contents



(c) Federal Home Loan Bank of New York Stock
  (d) Loans
  (e) Deposits
  (f) Commitments to Extend Credit and Standby Letters of Credit
  (g) Borrowings
  (h) Advance Payments by Borrowers
  15




---



##### Table of Contents



June 30,
    
    December 31,2010
    
    2009Estimated
    
    
    
    
    
    EstimatedCarrying
    
    Fair
    
    Carrying
    
    Fairvalue
    
    value
    
    value
    
    valueFinancial assets:Cash and cash equivalents
    
    $
    28,862
    
    
    
    28,862
    
    
    
    42,544
    
    
    
    42,544Trading securities
    
    
    3,515
    
    
    
    3,515
    
    
    
    3,403
    
    
    
    3,403Securities available-for-
sale
    
    
    1,301,727
    
    
    
    1,301,727
    
    
    
    1,131,803
    
    
    
    1,131,803Securities held-to-
maturity
    
    
    5,830
    
    
    
    6,046
    
    
    
    6,740
    
    
    
    6,930Federal Home Loan Bank of
New York stock, at cost
    
    
    8,119
    
    
    
    8,119
    
    
    
    6,421
    
    
    
    6,421Net loans
held-for-investment
    
    
    753,787
    
    
    
    759,652
    
    
    
    713,855
    
    
    
    726,475Financial liabilities:Deposits
    
    $
    1,380,695
    
    
    
    1,383,349
    
    
    
    1,316,885
    
    
    
    1,319,612Borrowings
    
    
    356,333
    
    
    
    370,596
    
    
    
    279,424
    
    
    
    288,737Advance payments by
borrowers
    
    
    1,556
    
    
    
    1,556
    
    
    
    757
    
    
    
    757
 Limitations
   Note 7 Earnings Per Share
   16




---



##### Table of Contents



For the three months
    
    For the six months endedended June 30,
    
    June 30,2010
    
    2009
    
    2010
    
    2009Net income available to common stockholders
    
    $
    4,186
    
    
    
    2,122
    
    
    
    7,567
    
    
    
    4,857Weighted average shares outstanding-basic
    
    
    41,417,662
    
    
    
    42,625,593
    
    
    
    41,462,961
    
    
    
    42,856,503Effect of non-vested restricted stock and stock
options outstanding
    
    
    366,068
    
    
    
    94,072
    
    
    
    340,345
    
    
    
    54,575Weighted average shares outstanding-diluted
    
    
    41,783,730
    
    
    
    42,719,665
    
    
    
    41,803,306
    
    
    
    42,911,078Earnings per share-basic
    
    $
    0.10
    
    
    
    0.05
    
    
    
    0.18
    
    
    
    0.11Earnings per share-diluted
    
    $
    0.10
    
    
    
    0.05
    
    
    
    0.18
    
    
    
    0.11
 Note 8  Plan of Conversion and Reorganization
    Note 9  Recent Accounting Pronouncements
 Consolidation
 17




---



##### Table of Contents



Transfers and Servicing
   18




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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, prospects, 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.
  
    
    the effect of the current financial crisis on our loan portfolio, investment
portfolio, and deposit and other customers;
    
    significantly increased competition among depository and other financial
institutions;
    
    inflation and changes in the interest rate environment or other changes 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, the Financial Accounting Standards Board, the Public Company Accounting
Oversight Board and other promulgating authorities;
    
    inability of borrowers and/or third-party providers to perform their obligations to
us;
    
    the effect of recent governmental legislation restructuring the U.S. financial and
regulatory system;
    
    the effect of developments in the secondary market affecting our loan pricing;
    
    the level of future deposit insurance premiums; and
    
    changes in our organization, compensation and benefit plans.
  Critical Accounting Policies
  19




---



##### Table of Contents



Overview
     
    
    Total assets increased $205.9 million to $2.2 billion at June 30, 2010, from
$2.0 billion at December 31, 2009.
 
    
    Securities increased $169.1 million.
    
    Loans held-for-investment, net, increased $43.6 million.
    
    Bank owned life insurance increased $10.9 million.
 
    
    Allowance for loan losses increased to $19.1 million, or 2.47% of total loans at
June 30, 2010, from $15.4 million, or 2.11% of total loans at December 31, 2009.
    
    Total liabilities increased $197.7 million to $1.8 billion at June 30, 2010,
from $1.6 billion at December 31, 2009.
 
    
    Deposits increased $63.8 million.
    
    Borrowed funds increased $76.9 million.
    
    Accrued expenses and other liabilities increased $56.2
million.
 
    
    Stockholders equity increased to $399.7 million at June 30, 2010, from $391.5
million at December 31, 2009.
    
    Net interest income increased $2.1 million, or 15.0%, to $15.9 million for the
three months ended June 30, 2010, compared to $13.8 million for the three months
ended June 30, 2009.
 
    
    Average interest-earning assets increased $255.4
million, or 14.8%, to $2.0 billion for the three months ended June 30,
2010, from $1.7 billion for the three months ended June 30, 2009.
    
    Cost of interest-bearing liabilities decreased 64 basis
points, or 29.1%, to 1.56% for the three months ended June 30, 2010,
compared to 2.20% for the three months ended June 30, 2009.
    
    The net interest margin remained flat at 3.23% for the
three months ended June 30, 2010, and 2009.
 20




---



##### Table of Contents




    
    The provision for loan losses was $2.8 million for the three months ended June
30, 2010, compared to $3.1 million for the three months ended June 30, 2009. Net
charge-offs were $822,000 and $853,000 for the three months ended June 30, 2010 and
2009, respectively.
    
    Non-interest income increased $342,000, or 22.4%, to $1.9 million for the three
months ended June 30, 2010, compared to $1.5 million for the three months ended
June 30, 2009.
    
    Non-interest expense decreased $604,000, or 6.7%, to $8.5 million for the three
months ended June 30, 2010, compared to $9.1 million for the three months ended
June 30, 2009.
 Comparison of Financial Condition at June 30, 2010, and December 31, 2009
        21




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##### Table of Contents



®
    Comparison of Operating Results for the Three Months Ended June 30, 2010 and 2009
 Net income
 22




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##### Table of Contents



Interest income .
 Interest expense .
 Net Interest Income .
 Provision for Loan Losses .
 Non-interest Income .
 23




---



##### Table of Contents



Non-interest Expense .
 Income Tax Expense .
 Comparison of Operating Results for the Six Months Ended June 30, 2010 and 2009
 Net Income .
 Interest income .
 Interest expense .
 Net Interest Income .
 24




---



##### Table of Contents



Provision for Loan Losses .
 Non-interest Income .
 Non-interest Expense .
 Income Tax Expense .
 25




---



##### Table of Contents



For the Three Months Ended June 30,2010
    
    
    2009Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/ Rate
    
    
    Outstanding
    
    
    
    
    
    
    Yield/ RateBalance
    
    
    Interest
    
    
    (1)
    
    
    Balance
    
    
    Interest
    
    
    (1)Interest-earning assets:Loans (5)
    
    $
    757,240
    
    
    $
    12,098
    
    
    
    6.41
    %
    
    $
    639,852
    
    
    $
    9,253
    
    
    
    5.80
    %Mortgage-backed securities
    
    
    888,469
    
    
    
    8,432
    
    
    
    3.81
    
    
    
    913,595
    
    
    
    10,924
    
    
    
    4.80Other securities
    
    
    255,392
    
    
    
    1,379
    
    
    
    2.17
    
    
    
    67,328
    
    
    
    522
    
    
    
    3.11Federal Home Loan Bank of New York stock
    
    
    6,475
    
    
    
    63
    
    
    
    3.90
    
    
    
    8,046
    
    
    
    107
    
    
    
    5.33Interest-earning deposits in financial institutions
    
    
    68,078
    
    
    
    60
    
    
    
    0.35
    
    
    
    91,442
    
    
    
    207
    
    
    
    0.91Total interest-earning assets
    
    
    1,975,654
    
    
    
    22,032
    
    
    
    4.47
    
    
    
    1,720,263
    
    
    
    21,013
    
    
    
    4.90Non-interest-earning assets
    
    
    112,605
    
    
    
    
    
    
    
    
    
    
    
    94,215Total assets
    
    
    2,088,259
    
    
    
    
    
    
    
    
    
    
    
    1,814,478Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    
    670,371
    
    
    
    1,265
    
    
    
    0.76
    
    
    
    552,512
    
    
    
    1,468
    
    
    
    1.07Certificates of deposit
    
    
    580,565
    
    
    
    2,117
    
    
    
    1.46
    
    
    
    460,785
    
    
    
    3,118
    
    
    
    2.71Total interest-bearing deposits
    
    
    1,250,936
    
    
    
    3,382
    
    
    
    1.08
    
    
    
    1,013,297
    
    
    
    4,586
    
    
    
    1.82Borrowed funds
    
    
    320,783
    
    
    
    2,733
    
    
    
    3.42
    
    
    
    292,464
    
    
    
    2,590
    
    
    
    3.55Total interest-bearing liabilities
    
    
    1,571,719
    
    
    
    6,115
    
    
    
    1.56
    
    
    
    1,305,761
    
    
    
    7,176
    
    
    
    2.20Non-interest bearing deposit accounts
    
    
    113,011
    
    
    
    
    
    
    
    
    
    
    
    99,388Accrued expenses and other liabilities
    
    
    6,457
    
    
    
    
    
    
    
    
    
    
    
    18,300Total liabilities
    
    
    1,691,187
    
    
    
    
    
    
    
    
    
    
    
    1,423,449Stockholders equity
    
    
    397,072
    
    
    
    
    
    
    
    
    
    
    
    391,029Total liabilities and stockholders equity
    
    
    2,088,259
    
    
    
    
    
    
    
    
    
    
    
    1,814,478Net interest income
    
    
    
    
    
    $
    15,917
    
    
    
    
    
    
    
    
    
    
    $
    13,837Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.91
    
    
    
    
    
    
    
    
    
    
    
    2.70Net interest-earning assets (3)
    
    $
    403,935
    
    
    
    
    
    
    
    
    
    
    $
    414,502Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.23
    
    
    
    
    
    
    
    
    
    
    
    3.23Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    125.70
    %
    
    
    
    
    
    
    
    
    
    
    131.74
    %
 
 (1)
    
    Average yields and rates for the three months ended June 30, 2010 and 2009, 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.(5)
    
    Loans include non-accrual loans. 26




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##### Table of Contents



NORTHFIELD BANCORP, INC.
 For the Six Months Ended June 30,2010
    
    
    2009Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/ Rate
    
    
    Outstanding
    
    
    
    
    
    
    Yield/ RateBalance
    
    
    Interest
    
    
    (1)
    
    
    Balance
    
    
    Interest
    
    
    (1)Interest-earning assets:Loans (5)
    
    $
    745,891
    
    
    $
    22,391
    
    
    
    6.05
    %
    
    $
    620,655
    
    
    $
    17,824
    
    
    
    5.79
    %Mortgage-backed securities
    
    
    898,788
    
    
    
    17,613
    
    
    
    3.95
    
    
    
    928,689
    
    
    
    22,038
    
    
    
    4.79Other securities
    
    
    241,014
    
    
    
    2,763
    
    
    
    2.31
    
    
    
    49,733
    
    
    
    804
    
    
    
    3.26Federal Home Loan Bank of New York stock
    
    
    6,272
    
    
    
    158
    
    
    
    5.08
    
    
    
    7,982
    
    
    
    187
    
    
    
    4.72Interest-earning deposits in financial institutions
    
    
    66,826
    
    
    
    114
    
    
    
    0.34
    
    
    
    94,817
    
    
    
    642
    
    
    
    1.37Total interest-earning assets
    
    
    1,958,791
    
    
    
    43,039
    
    
    
    4.43
    
    
    
    1,701,876
    
    
    
    41,495
    
    
    
    4.92Non-interest-earning assets
    
    
    111,381
    
    
    
    
    
    
    
    
    
    
    
    90,538Total assets
    
    
    2,070,172
    
    
    
    
    
    
    
    
    
    
    
    1,792,414Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    
    654,026
    
    
    
    2,685
    
    
    
    0.83
    
    
    
    538,278
    
    
    
    3,104
    
    
    
    1.16Certificates of deposit
    
    
    584,598
    
    
    
    4,649
    
    
    
    1.60
    
    
    
    454,806
    
    
    
    6,439
    
    
    
    2.86Total interest-bearing deposits
    
    
    1,238,624
    
    
    
    7,334
    
    
    
    1.19
    
    
    
    993,084
    
    
    
    9,543
    
    
    
    1.94Borrowed funds
    
    
    316,315
    
    
    
    5,239
    
    
    
    3.34
    
    
    
    298,455
    
    
    
    5,354
    
    
    
    3.62Total interest-bearing liabilities
    
    
    1,554,939
    
    
    
    12,573
    
    
    
    1.63
    
    
    
    1,291,539
    
    
    
    14,897
    
    
    
    2.33Non-interest bearing deposit accounts
    
    
    111,335
    
    
    
    
    
    
    
    
    
    
    
    96,801Accrued expenses and other liabilities
    
    
    8,278
    
    
    
    
    
    
    
    
    
    
    
    15,076Total liabilities
    
    
    1,674,552
    
    
    
    
    
    
    
    
    
    
    
    1,403,416Stockholders equity
    
    
    395,620
    
    
    
    
    
    
    
    
    
    
    
    388,998Total liabilities and stockholders equity
    
    
    2,070,172
    
    
    
    
    
    
    
    
    
    
    
    1,792,414Net interest income
    
    
    
    
    
    $
    30,466
    
    
    
    
    
    
    
    
    
    
    $
    26,598Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.80
    
    
    
    
    
    
    
    
    
    
    
    2.59Net interest-earning assets (3)
    
    $
    403,852
    
    
    
    
    
    
    
    
    
    
    $
    410,337Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.14
    
    
    
    
    
    
    
    
    
    
    
    3.15Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    125.97
    %
    
    
    
    
    
    
    
    
    
    
    131.77
    %
 
 (1)
    
    Average yields and rates for the six months ended June 30, 2010 and 2009, 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.(5)
    
    Loans include non-accrual loans. 27




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##### Table of Contents



Loan Quality
  June 30,
    
    
    March 31,
    
    
    December 31,
    
    
    September 30,
    
    
    June 30,2010
    
    
    2010
    
    
    2009
    
    
    2009
    
    
    2009Non-accruing loans
    
    $
    34,007
    
    
    
    31,248
    
    
    
    30,914
    
    
    
    19,232
    
    
    
    16,016Non-accruing loans subject to
restructuring agreements
    
    
    17,417
    
    
    
    13,090
    
    
    
    10,717
    
    
    
    11,003
    
    
    
    11,494Total non-accruing loans
    
    
    51,424
    
    
    
    44,338
    
    
    
    41,631
    
    
    
    30,235
    
    
    
    27,510Loans 90 days or more past due
and still accruing
    
    
    77
    
    
    
    5,710
    
    
    
    191
    
    
    
    5,487
    
    
    
    3,483Total non-performing loans
    
    
    51,501
    
    
    
    50,048
    
    
    
    41,822
    
    
    
    35,722
    
    
    
    30,993Other real estate owned
    
    
    1,362
    
    
    
    1,533
    
    
    
    1,938
    
    
    
    933
    
    
    
    993Total non-performing assets
    
    $
    52,863
    
    
    
    51,581
    
    
    
    43,760
    
    
    
    36,655
    
    
    
    31,986Loans subject to restructuring
agreements and still accruing
    
    $
    10,708
    
    
    
    8,817
    
    
    
    7,250
    
    
    
    7,258
    
    
    
    6,838Accruing loans 30 to 89 days delinquent
    
    $
    30,619
    
    
    
    38,371
    
    
    
    28,283
    
    
    
    35,466
    
    
    
    33,290Non-performing loans to total loans held
for investment, net
    
    
    6.66
    %
    
    
    6.79
    %
    
    
    5.73
    %
    
    
    5.36
    %
    
    
    4.71
    %Non-performing assets to total assets
    
    
    2.39
    %
    
    
    2.46
    %
    
    
    2.19
    %
    
    
    1.84
    %
    
    
    1.70
    %
    28




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##### Table of Contents



June 30, 2010Days Past DueReal estate loans:
    
    
    0 to 29
    
    
    
    30 to 89
    
    
    90 or more
    
    TotalCommercial
    
    $
    7,592
    
    
    
    10,344
    
    
    
    22,468
    
    
    
    40,404One -to- four family residential
    
    
    1,362
    
    
    
    255
    
    
    
    501
    
    
    
    2,118Construction and land
    
    
    4,759
    
    
    
    
    
    
    
    873
    
    
    
    5,632Multifamily
    
    
    
    
    
    
    516
    
    
    
    1,426
    
    
    
    1,942Home equity and lines of credit
    
    
    
    
    
    
    
    
    
    
    181
    
    
    
    181Commercial and industrial loans
    
    
    
    
    
    
    281
    
    
    
    789
    
    
    
    1,070Insurance premium loans
    
    
    
    
    
    
    
    
    
    
    77
    
    
    
    77Total non-accruing loans
    
    $
    13,713
    
    
    
    11,396
    
    
    
    26,315
    
    
    
    51,424
 December 31, 2009Days Past DueReal estate loans:
    
    
    0 to 29
    
    
    
    30 to 89
    
    
    90 or more
    
    TotalCommercial
    
    $
    2,585
    
    
    
    10,480
    
    
    
    15,737
    
    
    
    28,802One -to- four family residential
    
    
    
    
    
    
    392
    
    
    
    1,674
    
    
    
    2,066Construction and land
    
    
    5,864
    
    
    
    
    
    
    
    979
    
    
    
    6,843Multifamily
    
    
    
    
    
    
    530
    
    
    
    1,589
    
    
    
    2,119Home equity and lines of credit
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    62Commercial and industrial loans
    
    
    1,470
    
    
    
    
    
    
    
    269
    
    
    
    1,739Total non-accruing loans
    
    $
    9,981
    
    
    
    11,402
    
    
    
    20,248
    
    
    
    41,631
 29




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##### Table of Contents



Delinquent Accruing Loans90 Days and30 to 89 Days
    
    
    Over
    
    
    TotalAt June 30, 2010Real estate loans:Commercial
    
    $
    10,931
    
    
    
    
    
    
    
    10,931One -to- four family residential
    
    
    4,715
    
    
    
    
    
    
    
    4,715Construction and land
    
    
    4,244
    
    
    
    
    
    
    
    4,244Multifamily
    
    
    8,100
    
    
    
    
    
    
    
    8,100Home equity and lines of credit
    
    
    1,138
    
    
    
    
    
    
    
    1,138Commercial and industrial loans
    
    
    841
    
    
    
    77
    
    
    
    918Insurance premium loans
    
    
    538
    
    
    
    
    
    
    
    538Other loans
    
    
    112
    
    
    
    
    
    
    
    112Total
    
    $
    30,619
    
    
    
    77
    
    
    
    30,696At December 31, 2009Real estate loans:Commercial
    
    $
    11,573
    
    
    
    
    
    
    
    11,573One -to- four family residential
    
    
    4,716
    
    
    
    
    
    
    
    4,716Construction and land
    
    
    1,976
    
    
    
    
    
    
    
    1,976Multifamily
    
    
    7,086
    
    
    
    
    
    
    
    7,086Home equity and lines of credit
    
    
    1,555
    
    
    
    
    
    
    
    1,555Commercial and industrial loans
    
    
    427
    
    
    
    191
    
    
    
    618Insurance premium loans
    
    
    917
    
    
    
    
    
    
    
    917Other loans
    
    
    33
    
    
    
    
    
    
    
    33Total
    
    $
    28,283
    
    
    
    191
    
    
    
    28,474
  At June 30, 2010
    
    
    At December 31, 2009Non-
    
    
    
    
    
    
    Non-Accruing
    
    
    Accruing
    
    
    Accruing
    
    
    AccruingTroubled Debt Restructurings:Real Estate Loans:Commercial
    
    $
    12,295
    
    
    
    7,381
    
    
    
    3,960
    
    
    
    5,499One- to- four family residential
    
    
    
    
    
    
    1,750
    
    
    
    
    
    
    
    Construction and land
    
    
    4,105
    
    
    
    
    
    
    
    5,726
    
    
    
    1,751Multifamily
    
    
    516
    
    
    
    1,577
    
    
    
    530
    
    
    
    Commercial and industrial
    
    
    501
    
    
    
    
    
    
    
    501
    
    
    
    Total
    
    $
    17,417
    
    
    
    10,708
    
    
    
    10,717
    
    
    
    7,250
 30




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##### Table of Contents



At or For the Six Months Ended June 30,2010
    
    
    2009(in thousands)Balance at beginning of period
    
    $
    15,414
    
    
    
    8,778Charge-offs:Real estate loans:Commercial
    
    
    (469
    )
    
    
    (657
    )One- to- four family residential
    
    
    
    
    
    
    Construction and land
    
    
    (443
    )
    
    
    (791
    )Multifamily
    
    
    (32
    )
    
    
    Home equity and lines of credit
    
    
    
    
    
    
    Commercial and industrial loans
    
    
    (36
    )
    
    
    Insurance premium loans
    
    
    (40
    )
    
    
    Other loans
    
    
    
    
    
    
    Total charge-offs
    
    
    (1,020
    )
    
    
    (1,448
    )Recoveries:Other
    
    
    
    
    
    
    Total recoveries
    
    
    
    
    
    
    Net charge-offs
    
    
    (1,020
    )
    
    
    (1,448
    )Provisions (benefits) for loan losses:Real estate loans:Commercial
    
    
    3,961
    
    
    
    2,029One- to- four family residential
    
    
    399
    
    
    
    26Construction and land
    
    
    145
    
    
    
    566Multifamily
    
    
    781
    
    
    
    328Home equity and lines of credit
    
    
    53
    
    
    
    7Commercial and industrial loans
    
    
    (942
    )
    
    
    1,631Insurance premium loans
    
    
    63
    
    
    
    Other loans
    
    
    11
    
    
    
    20Unallocated
    
    
    257
    
    
    
    136Total provisions for loan losses
    
    
    4,728
    
    
    
    4,743Balance at end of period
    
    $
    19,122
    
    
    
    12,073
 Liquidity and Capital Resources
 Liquidity
  31




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##### Table of Contents



Capital Resources
 MinimumRequired to BeMinimum
    
    Well CapitalizedRequired for
    
    under PromptCapital
    
    CorrectiveActual
    
    Adequacy
    
    ActionRatio
    
    Purposes
    
    ProvisionsAs of June 30, 2010:Tangible capital to
tangible assets
    
    
    13.48
    %
    
    
    1.50
    %
    
    NA%Tier 1 capital (core)  (to
adjusted assets)
    
    
    13.48
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-
weighted assets)
    
    
    27.70
    
    
    
    8.00
    
    
    
    10.00As of December 31, 2009:Tangible capital to
tangible assets
    
    
    14.35
    %
    
    
    1.50
    %
    
    NA%Tier 1 capital (core)  (to
adjusted assets)
    
    
    14.35
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-
weighted assets)
    
    
    28.52
    
    
    
    8.00
    
    
    
    10.00
 Off-Balance Sheet Arrangements and Contractual Obligations
   One to less
    
    Three toLess than
    
    than Three
    
    less than
    
    Five YearsContractual Obligation
    
    Total
    
    One Year
    
    Years
    
    Five Years
    
    and greater(in thousands)Debt obligations (excluding capitalized leases)
    
    $
    354,300
    
    
    
    83,000
    
    
    
    86,300
    
    
    
    185,000
    
    
    
    Commitments to originate loans
    
    $
    31,122
    
    
    
    31,122
    
    
    
    
    
    
    
    
    
    
    
    Commitments to fund unused lines of credit
    
    $
    24,593
    
    
    
    24,593
    
    
    
    
    
    
    
    
    
    
    
    
 32




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##### Table of Contents



33




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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.
 34




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##### Table of Contents



NPVChange in
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    EstimatedInterest
    
    Estimated
    
    Estimated
    
    
    
    
    
    Estimated
    
    NPV/Present
    
    Net InterestRates (basis
    
    Present Value
    
    Present Value
    
    Estimated
    
    Change In
    
    Value of
    
    Income Percentpoints)
    
    of Assets
    
    of Liabilities
    
    NPV
    
    NPV
    
    Assets Ratio
    
    Change+300
    
    $
    2,096,697
    
    
    $
    1,696,778
    
    
    $
    399,919
    
    
    $
    (33,927
    )
    
    
    19.07
    %
    
    
    (12.04
    )%+200
    
    
    2,147,119
    
    
    
    1,723,721
    
    
    
    423,398
    
    
    
    (10,448
    )
    
    
    19.72
    
    
    
    (7.01
    )+100
    
    
    2,180,988
    
    
    
    1,751,613
    
    
    
    429,375
    
    
    
    (4,471
    )
    
    
    19.69
    
    
    
    (2.42
    )0
    
    
    2,214,345
    
    
    
    1,780,499
    
    
    
    433,846
    
    
    
    
    
    
    
    19.59
    
    
    
    -100
    
    
    2,253,126
    
    
    
    1,810,575
    
    
    
    442,551
    
    
    
    8,705
    
    
    
    19.64
    
    
    
    (0.66
    )-200
    
    
    2,282,172
    
    
    
    1,832,076
    
    
    
    450,096
    
    
    
    16,250
    
    
    
    19.72
    
    
    
    (3.34
    )
   35




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ITEM 4. CONTROLS AND PROCEDURES
   
 ITEM 4T. CONTROLS AND PROCEDURES
  36




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PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  Government responses to economic conditions may adversely affect our operations, financial
condition, and earnings.
   Financial reform legislation recently enacted by Congress will, among other things, eliminate the
Office of Thrift Supervision, tighten capital standards, create a new Consumer Financial Protection
Bureau and result in new laws and regulations that are expected to increase our costs of
operations.
  37




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Recent health care legislation could increase our expenses or require us to pass further costs on
to our employees, which could adversely affect our operations, financial condition, and earnings.
  We could record future losses on our securities portfolio.
  38




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We may face risks with respect to future expansion.
 de novo
 
    
    the potential inability to generate deposits or originate loans in amounts that
offset the costs of establishing new branch offices;
    
    the time and costs associated with identifying and evaluating potential acquisitions and
merger partners;
    
    time and costs associated with the integration and operation of acquired
institutions, and the inability to successfully integrate the operations of an acquired
institution, or to achieve financial results comparable to or better than our
historical experience;
    
    the incurrence and possible impairment of goodwill associated with an
acquisition and possible adverse short-term effects on results of operations; and
    
    the risk of loss of key employees and customers.
 
 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.
  (c) Total Number ofShares Purchased
    
    (d) Maximum Number(a) Total Number
    
    (b) Average
    
    as Part of Publicly
    
    of Shares that May Yetof Shares
    
    Price Paid per
    
    Announced Plans
    
    Be Purchased UnderPeriod
    
    Purchased
    
    Share
    
    or Programs (1)
    
    Plans or Programs (1) (2)April 1, 2010, throughApril 30, 2010
    
    
    22,900
    
    
    $
    14.44
    
    
    
    22,900
    
    
    
    314,909May 1, 2010, throughMay 31, 2010
    
    
    123,234
    
    
    
    14.20
    
    
    
    122,900
    
    
    
    192,009June 1, 2010, throughJune 30, 2010
    
    
    35,800
    
    
    
    14.33
    
    
    
    35,800
    
    
    
    156,209Total
    
    
    181,934
    
    
    $
    14.26
    
    
    
    181,600
 
 (1)
    
    On February 13, 2009, the Board of Directors of the Company authorized a stock
repurchase program pursuant to which the Company is authorized to repurchase up to
2,240,153 shares, representing approximately 5% of its outstanding shares. The original
program had no expiration date.(2)
    
    On June 4, 2010, in connection with our announcement that we intend to convert to a
fully public company, the Board of Directors terminated its previously announced stock
repurchase program. Since inception of 39




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the program through June 4, 2010, we have
repurchased 2,083,934 shares of common stock at an average cost of $11.99 per share.
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. [REMOVED AND RESERVED]
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  40




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SIGNATURES
  NORTHFIELD BANCORP, INC.
(Registrant)Date: August 9, 2010
    /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) 41




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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.
 42