##### 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 March 31, 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.
  
 United States of America
(State or other jurisdiction of incorporation)
    
    42-1572539
(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
 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.
   PART I  FINANCIAL INFORMATION
 PageNumberItem 1. Financial Statements
    
    2Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    27Item 4. Controls and Procedures
    
    29Item 4T. Controls and Procedures
    
    29PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    30Item 1A. Risk Factors
    
    30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    30Item 3. Defaults Upon Senior Securities
    
    30Item 4. Removed and Reserved
    
    30Item 5. Other Information
    
    30Item 6. Exhibits
    
    30Signatures
    
    31EX-31.1EX-31.2EX-32
  1




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##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 NORTHFIELD BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)ASSETS:Cash and due from banks
    
    $
    9,646
    
    
    
    10,183Interest-bearing deposits in other financial institutions
    
    
    41,165
    
    
    
    32,361Total cash and cash equivalents
    
    
    50,811
    
    
    
    42,544Trading securities
    
    
    3,706
    
    
    
    3,403Securities available-for-sale, at estimated fair value
(encumbered $261,004 in 2010 and $219,446 in 2009)
    
    
    1,216,195
    
    
    
    1,131,803Securities held-to-maturity, at amortized cost (estimated fair value of $6,432
in 2010 and $6,930 in 2009) (encumbered $0 in 2010 and 2009)
    
    
    6,220
    
    
    
    6,740Loans held-for-investment, net
    
    
    737,225
    
    
    
    729,269Allowance for loan losses
    
    
    (17,146
    )
    
    
    (15,414
    )Net loans held-for-investment
    
    
    720,079
    
    
    
    713,855Accrued interest receivable
    
    
    8,042
    
    
    
    8,054Bank owned life insurance
    
    
    44,174
    
    
    
    43,751Federal Home Loan Bank of New York stock, at cost
    
    
    5,026
    
    
    
    6,421Premises and equipment, net
    
    
    13,114
    
    
    
    12,676Goodwill
    
    
    16,159
    
    
    
    16,159Other real estate owned
    
    
    1,533
    
    
    
    1,938Other assets
    
    
    12,744
    
    
    
    14,930Total assets
    
    $
    2,097,803
    
    
    
    2,002,274LIABILITIES AND STOCKHOLDERS EQUITY:LIABILITIES:Deposits
    
    $
    1,392,905
    
    
    
    1,316,885Borrowings
    
    
    293,060
    
    
    
    279,424Advance payments by borrowers for taxes and insurance
    
    
    2,038
    
    
    
    757Accrued expenses and other liabilities
    
    
    13,514
    
    
    
    13,668Total liabilities
    
    
    1,701,517
    
    
    
    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, 45,632,611 and 45,628,211
shares issued at March 31, 2010, and December 31, 2009, respectively, 43,722,522
and 43,912,148 outstanding at March 31, 2010, and December 31, 2009, respectively
    
    
    456
    
    
    
    456Additional paid-in-capital
    
    
    203,541
    
    
    
    202,479Unallocated common stock held by employee stock ownership plan
    
    
    (15,660
    )
    
    
    (15,807
    )Retained earnings
    
    
    214,779
    
    
    
    212,196Accumulated other comprehensive income
    
    
    15,690
    
    
    
    12,145Treasury stock at cost; 1,910,089 and 1,716,063 shares at March 31, 2010, and
December 31, 2009, respectively
    
    
    (22,520
    )
    
    
    (19,929
    )Total stockholders equity
    
    
    396,286
    
    
    
    391,540Total liabilities and stockholders equity
    
    $
    2,097,803
    
    
    
    2,002,274
  2




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
 Three months endedMarch 31,2010
    
    
    2009Interest income:Loans
    
    $
    10,293
    
    
    
    8,571Mortgage-backed securities
    
    
    9,181
    
    
    
    11,114Other securities
    
    
    1,384
    
    
    
    282Federal Home Loan Bank of New York dividends
    
    
    95
    
    
    
    80Deposits in other financial institutions
    
    
    54
    
    
    
    435Total interest income
    
    
    21,007
    
    
    
    20,482Interest expense:Deposits
    
    
    3,952
    
    
    
    4,957Borrowings
    
    
    2,506
    
    
    
    2,764Total interest expense
    
    
    6,458
    
    
    
    7,721Net interest income
    
    
    14,549
    
    
    
    12,761Provision for loan losses
    
    
    1,930
    
    
    
    1,644Net interest income after provision for loan losses
    
    
    12,619
    
    
    
    11,117Non-interest income:Fees and service charges for customer services
    
    
    660
    
    
    
    659Income on bank owned life insurance
    
    
    423
    
    
    
    433Gain (loss) on securities transactions, net
    
    
    615
    
    
    
    (154
    )Other
    
    
    25
    
    
    
    31Total non-interest income
    
    
    1,723
    
    
    
    969Non-interest expense:Compensation and employee benefits
    
    
    4,791
    
    
    
    3,768Occupancy
    
    
    1,194
    
    
    
    1,120Furniture and equipment
    
    
    272
    
    
    
    288Data processing
    
    
    607
    
    
    
    844FDIC insurance
    
    
    430
    
    
    
    414Professional fees
    
    
    379
    
    
    
    526Other
    
    
    1,448
    
    
    
    822Total non-interest expense
    
    
    9,121
    
    
    
    7,782Income before income tax expense
    
    
    5,221
    
    
    
    4,304Income tax expense
    
    
    1,840
    
    
    
    1,569Net income
    
    $
    3,381
    
    
    
    2,735Basic and diluted earnings per share
    
    $
    0.08
    
    
    
    0.06
  3




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 UnallocatedCommon Stock
    
    
    
    
    
    
    common stock
    
    
    
    
    
    
    AccumulatedAdditional
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,735
    
    
    
    
    
    
    
    
    
    
    
    2,735Change in accumulated comprehensive
income (loss), net of tax of $4,181
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,621
    
    
    
    
    
    
    
    5,621Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,356ESOP shares allocated
or committed to be released
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    146
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    147Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    559
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    559Dividends declared ($0.04 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (774
    )
    
    
    
    
    
    
    
    
    
    
    (774
    )Issuance of restricted stock
    
    
    832,450
    
    
    
    8
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury stock (average cost of $10.07
per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,801
    )
    
    
    (3,801
    )Balance at March 31, 2009
    
    
    45,635,511
    
    
    
    456
    
    
    
    200,005
    
    
    
    (16,245
    )
    
    
    205,046
    
    
    
    5,604
    
    
    
    (3,801
    )
    
    
    391,065Balance at December 31, 2009
    
    
    45,628,211
    
    
    
    456
    
    
    
    202,479
    
    
    
    (15,807
    )
    
    
    212,196
    
    
    
    12,145
    
    
    
    (19,929
    )
    
    
    391,540Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,381
    
    
    
    
    
    
    
    
    
    
    
    3,381Change in accumulated comprehensive
income, net of tax of $2,108
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,545
    
    
    
    
    
    
    
    3,545Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,926ESOP shares allocated
or committed to be released
    
    
    
    
    
    
    
    
    
    
    55
    
    
    
    147
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    202Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    776
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    776Additional tax benefit on stock awards
    
    
    
    
    
    
    
    
    
    
    231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    231Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26
    )
    
    
    
    
    
    
    163
    
    
    
    137Dividends declared ($0.04 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (772
    )
    
    
    
    
    
    
    
    
    
    
    (772
    )Issuance of Restricted Stock
    
    
    4,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury stock (average cost of
$13.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,754
    )
    
    
    (2,754
    )Balance at March 31, 2010
    
    
    45,632,611
    
    
    $
    456
    
    
    
    203,541
    
    
    
    (15,660
    )
    
    
    214,779
    
    
    
    15,690
    
    
    
    (22,520
    )
    
    
    396,286
  4




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three months endedMarch 31,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    3,381
    
    
    
    2,735Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    1,930
    
    
    
    1,644ESOP and stock compensation expense
    
    
    978
    
    
    
    706Depreciation
    
    
    432
    
    
    
    412(Accretion) of discounts, and deferred loan fees, net of amortization of premiums
    
    
    123
    
    
    
    (419
    )Amortization of mortgage servicing rights
    
    
    25
    
    
    
    27Income on bank owned life insurance
    
    
    (423
    )
    
    
    (433
    )Net gain on sale of loans held-for-sale
    
    
    
    
    
    
    (14
    )Proceeds from sale of loans held-for-sale
    
    
    
    
    
    
    1,222Origination of loans held-for-sale
    
    
    
    
    
    
    (2,267
    )(Gain) loss on securities transactions, net
    
    
    (615
    )
    
    
    154Net purchases of trading securities
    
    
    (42
    )
    
    
    185Decrease in accrued interest receivable
    
    
    12
    
    
    
    1,768Decrease (increase) in other assets
    
    
    499
    
    
    
    (2,666
    )Decrease in accrued expenses and other liabilities
    
    
    (154
    )
    
    
    (158
    )Amortization of core deposit intangible
    
    
    43
    
    
    
    95Net cash provided by operating activities
    
    
    6,189
    
    
    
    2,991Cash flows from investing activities:Net increase in loans receivable
    
    
    (8,367
    )
    
    
    (34,927
    )Redemption of Federal Home Loan Bank of New York stock, net
    
    
    1,395
    
    
    
    2,295Purchases of securities available-for-sale
    
    
    (217,161
    )
    
    
    (70,700
    )Principal payments and maturities on securities available-for-sale
    
    
    123,590
    
    
    
    73,431Principal payments and maturities on securities held-to-maturity
    
    
    519
    
    
    
    1,122Proceeds from sale of securities available-for-sale
    
    
    15,193
    
    
    
    1,998Proceeds from maturities of certificates of deposit in other financial institutions
    
    
    
    
    
    
    46,000Purchases and improvements of premises and equipment
    
    
    (870
    )
    
    
    (901
    )Net cash (used in) provided by investing activities
    
    
    (85,701
    )
    
    
    18,318Cash flows from financing activities:Net increase in deposits
    
    
    76,020
    
    
    
    90,052Dividends paid
    
    
    (772
    )
    
    
    (774
    )Exercise of stock options
    
    
    137
    
    
    
    Purchase of treasury stock
    
    
    (2,754
    )
    
    
    (3,801
    )Additional tax benefit on stock awards
    
    
    231
    
    
    
    Increase (decrease) in advance payments by borrowers for taxes and insurance
    
    
    1,281
    
    
    
    (1,455
    )Repayments under capital lease obligations
    
    
    (44
    )
    
    
    (67
    )Proceeds from borrowings
    
    
    69,680
    
    
    
    20,000Repayments related to borrowings
    
    
    (56,000
    )
    
    
    (71,000
    )Net cash provided by financing activities
    
    
    87,779
    
    
    
    32,955Net increase in cash and cash equivalents
    
    
    8,267
    
    
    
    54,264Cash and cash equivalents at beginning of period
    
    
    42,544
    
    
    
    50,128Cash and cash equivalents at end of period
    
    $
    50,811
    
    
    
    104,392Supplemental cash flow information:Cash paid during the period for:Interest
    
    $
    6,645
    
    
    
    8,251Income taxes
    
    
    1,565
    
    
    
    183Non-cash transactions:Loans charged-off, net
    
    
    198
    
    
    
    595Other 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
  March 31, 2010Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    valueMortgage-backed securities:Pass-through certificates:Government sponsored
enterprises (GSE)
    
    $
    366,089
    
    
    
    15,634
    
    
    
    
    
    
    
    381,723Non-GSE
    
    
    56,696
    
    
    
    1,410
    
    
    
    2,137
    
    
    
    55,969Real estate mortgage
investment conduits (REMICs):GSE
    
    
    395,438
    
    
    
    4,988
    
    
    
    188
    
    
    
    400,238Non-GSE
    
    
    101,799
    
    
    
    4,048
    
    
    
    220
    
    
    
    105,627920,022
    
    
    
    26,080
    
    
    
    2,545
    
    
    
    943,557Other securities:Equity investments-mutual funds
    
    
    5,560
    
    
    
    63
    
    
    
    
    
    
    
    5,623GSE bonds
    
    
    129,937
    
    
    
    524
    
    
    
    170
    
    
    
    130,291Corporate bonds
    
    
    134,026
    
    
    
    2,698
    
    
    
    
    
    
    
    136,724269,523
    
    
    
    3,285
    
    
    
    170
    
    
    
    272,638Total securities available-for-sale
    
    $
    1,189,545
    
    
    
    29,365
    
    
    
    2,715
    
    
    
    1,216,195
 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
    
    $
    27,127
    
    
    
    27,528Due after one year through five years
    
    
    236,836
    
    
    
    239,487$
    263,963
    
    
    
    267,015
    7




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##### Table of Contents



March 31, 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
    
    $
    
    
    
    
    
    
    
    
    2,137
    
    
    
    18,161
    
    
    
    2,137
    
    
    
    18,161REMICsGSE
    
    
    124
    
    
    
    108,847
    
    
    
    64
    
    
    
    9,148
    
    
    
    188
    
    
    
    117,995Non-GSE
    
    
    220
    
    
    
    12,749
    
    
    
    
    
    
    
    
    
    
    
    220
    
    
    
    12,749GSE bonds
    
    
    170
    
    
    
    41,449
    
    
    
    
    
    
    
    
    
    
    
    170
    
    
    
    41,449Total
    
    $
    514
    
    
    
    163,045
    
    
    
    2,201
    
    
    
    27,309
    
    
    
    2,715
    
    
    
    190,354
 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




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##### Table of Contents



Note 3
 Net Loans Held-for-Investment
  March 31,
    
    
    December 31,2010
    
    
    2009Real estate loans:Commercial mortgage
    
    $
    332,427
    
    
    
    327,802One to four family residential mortgage
    
    
    90,014
    
    
    
    90,898Construction and land
    
    
    39,523
    
    
    
    44,548Multifamily
    
    
    187,372
    
    
    
    178,401Home equity and lines of credit
    
    
    28,143
    
    
    
    26,118Total real estate loans
    
    
    677,479
    
    
    
    667,767Commercial and industrial loans
    
    
    17,833
    
    
    
    19,252Insurance premium loans
    
    
    39,977
    
    
    
    40,382Other loans
    
    
    1,328
    
    
    
    1,299Total commercial and industrial,
insurance premium, and other loans
    
    
    59,138
    
    
    
    60,933Total loans
held-for-investment
    
    
    736,617
    
    
    
    728,700Deferred loan cost, net
    
    
    608
    
    
    
    569Loans
held-for-investment, net
    
    
    737,225
    
    
    
    729,269Allowance for loan losses
    
    
    (17,146
    )
    
    
    (15,414
    )Net loans
held-for-investment
    
    $
    720,079
    
    
    
    713,855
    At or for thethree months endedMarch 31,2010
    
    
    2009Beginning balance
    
    $
    15,414
    
    
    
    8,778Provision for loan losses
    
    
    1,930
    
    
    
    1,644Charge-offs, net
    
    
    (198
    )
    
    
    (595
    )Ending balance
    
    $
    17,146
    
    
    
    9,827
  9




---



##### Table of Contents



March 31,
    
    
    December 31,2010
    
    
    2009Non-accruing loans
    
    $
    31,248
    
    
    
    30,914Non-accruing loans subject to
restructuring agreements
    
    
    13,090
    
    
    
    10,717Total non-accruing loans
    
    
    44,338
    
    
    
    41,631Loans 90 days or more past maturity
and still accruing
    
    
    5,710
    
    
    
    191Total non-performing loans
    
    $
    50,048
    
    
    
    41,822Loans subject to restructuring
agreements and still accruing
    
    $
    8,817
    
    
    
    7,250
  March 31, 2010AllowanceRecorded
    
    
    for Loan
    
    
    NetInvestment
    
    
    Losses
    
    
    InvestmentNon-accruing loans
    
    $
    26,390
    
    
    
    (190
    )
    
    
    26,200Non-accruing loans subject to restructuring
agreements
    
    
    13,090
    
    
    
    (422
    )
    
    
    12,668Accruing loans subject to restructuring
agreements
    
    
    8,817
    
    
    
    (465
    )
    
    
    8,352Total impaired loans
    
    $
    48,297
    
    
    
    (1,077
    )
    
    
    47,220
 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
  March 31,
    
    
    December 31,2010
    
    
    2009Non-interest-bearing demand
    
    $
    108,139
    
    
    
    110,015Interest-bearing negotiable orders of withdrawal (NOW)
    
    
    66,719
    
    
    
    62,904Savings-passbook, statement, tiered, and money market
    
    
    591,818
    
    
    
    564,593Certificates of deposit
    
    
    626,229
    
    
    
    579,373$
    1,392,905
    
    
    
    1,316,885
  Three months endedMarch 31,2010
    
    
    2009Negotiable order of withdrawal, savings-passbook, statement,
tiered, and money market
    
    $
    1,420
    
    
    
    1,636Certificates of deposit
    
    
    2,532
    
    
    
    3,321$
    3,952
    
    
    
    4,957
 Note 5 Equity Incentive Plan
    11




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##### Table of Contents



Weighted Average
    
    
    
    
    
    
    Weighted AverageNumber of Stock
    
    
    Grant Date Fair
    
    
    Weighted Average
    
    
    Contractual LifeOptions
    
    
    Value
    
    
    Exercise Price
    
    
    (years)Outstanding- December 31, 2009
    
    
    2,083,400
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    9.08Granted
    
    
    3,000
    
    
    
    4.66
    
    
    
    10.98
    
    
    
    10.00Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (13,860
    )
    
    
    3.22
    
    
    
    9.94
    
    
    
    Outstanding- March 31, 2010
    
    
    2,072,540
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    8.84Exercisable- March 31, 2010
    
    
    402,060
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    8.83
    Weighted AverageNumber of Shares
    
    
    Grant Date FairAwarded
    
    
    ValueNon-vested at December 31, 2009
    
    
    825,150
    
    
    $
    9.94Granted
    
    
    4,400
    
    
    
    13.24Vested
    
    
    (174,830
    )
    
    
    9.94Forfeited
    
    
    
    
    
    
    Non-vested at March 31, 2010
    
    
    654,720
    
    
    $
    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 inActive Markets for
    
    
    Significant Other
    
    
    SignificantIdentical Assets
    
    
    Observable Inputs
    
    
    Unobservable Inputs(in thousands)
    
    March 31, 2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Measured on a recurring basis:Assets:Investment securities:Available-for-sale:Mortgage-backed securitiesGSE
    
    $
    781,961
    
    
    
    
    
    
    
    781,961
    
    
    
    Non-GSE
    
    
    161,596
    
    
    
    
    
    
    
    161,596
    
    
    
    Corporate bonds
    
    
    136,724
    
    
    
    
    
    
    
    136,724
    
    
    
    GSE bonds
    
    
    130,291
    
    
    
    
    
    
    
    130,291
    
    
    
    Equities
    
    
    5,623
    
    
    
    5,623
    
    
    
    
    
    
    
    Total available-for-sale
    
    
    1,216,195
    
    
    
    5,623
    
    
    
    1,210,572
    
    
    
    Trading securities
    
    
    3,706
    
    
    
    3,706
    
    
    
    
    
    
    
    Total
    
    $
    1,219,901
    
    
    
    9,329
    
    
    
    1,210,572
    
    
    
    Measured on a non-recurring basis:Assets:Impaired loans:Real estate loans:Commercial mortgage (CRE)
    
    $
    17,231
    
    
    
    
    
    
    
    
    
    
    
    17,231Construction and land
    
    
    6,219
    
    
    
    
    
    
    
    
    
    
    
    6,219Multifamily
    
    
    835
    
    
    
    
    
    
    
    
    
    
    
    835Total impaired loans
    
    
    24,285
    
    
    
    
    
    
    
    
    
    
    
    24,285Other real estate owned (CRE)
    
    
    1,533
    
    
    
    
    
    
    
    
    
    
    
    1,533Total
    
    $
    25,818
    
    
    
    
    
    
    
    
    
    
    
    25,818
 Fair Value Measurements at Reporting Date Using:Quoted Prices inActive Markets for
    
    
    Significant Other
    
    
    SignificantIdentical Assets
    
    
    Observable Inputs
    
    
    Unobservable 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




---



##### 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



March 31,
    
    December 31,2010
    
    2009Estimated
    
    
    
    
    
    EstimatedCarrying
    
    Fair
    
    Carrying
    
    Fairvalue
    
    value
    
    value
    
    valueFinancial assets:Cash and cash equivalents
    
    $
    50,811
    
    
    
    50,811
    
    
    
    42,544
    
    
    
    42,544Trading securities
    
    
    3,706
    
    
    
    3,706
    
    
    
    3,403
    
    
    
    3,403Securities available-for-sale
    
    
    1,216,195
    
    
    
    1,216,195
    
    
    
    1,131,803
    
    
    
    1,131,803Securities held-to-maturity
    
    
    6,220
    
    
    
    6,432
    
    
    
    6,740
    
    
    
    6,930Federal Home Loan Bank of New York stock, at cost
    
    
    5,026
    
    
    
    5,026
    
    
    
    6,421
    
    
    
    6,421Net loans held-for-investment
    
    
    720,079
    
    
    
    735,885
    
    
    
    713,855
    
    
    
    726,475Financial liabilities:Deposits
    
    $
    1,392,905
    
    
    
    1,394,827
    
    
    
    1,316,885
    
    
    
    1,319,612Borrowings
    
    
    293,060
    
    
    
    302,780
    
    
    
    279,424
    
    
    
    288,737Advance payments by borrowers
    
    
    2,038
    
    
    
    2,038
    
    
    
    757
    
    
    
    757
 Limitations
   Note 7 Earnings Per Share
   16




---



##### Table of Contents



For the three monthsended March 31,2010
    
    2009Net income available to common stockholders
    
    $
    3,381
    
    
    
    2,735Weighted average shares outstanding-basic
    
    
    41,509,173
    
    
    
    43,089,331Effect of non-vested restricted stock and stock
options outstanding
    
    
    314,621
    
    
    
    15,078Weighted average shares outstanding-diluted
    
    
    41,823,794
    
    
    
    43,104,409Earnings per share-basic
    
    $
    0.08
    
    
    
    0.06Earnings per share-diluted
    
    $
    0.08
    
    
    
    0.06
 Note 8  Recent Accounting Pronouncements
 Consolidation
 Transfers and Servicing
  17




---



##### 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.
  
    
    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 current governmental effort to restructure 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
    
    changes in our organization, compensation and benefit plans; and
    
    the effect of the current financial crisis on our loan portfolio, investment
portfolio, and deposit and other customers.
  Critical Accounting Policies
  18




---



##### Table of Contents



Overview
     
    
    Total assets increased $95.5 million to $2.1 billion at March 31, 2010, from
$2.0 billion at December 31, 2009.
 
    
    Interest-bearing deposits in other financial institutions increased $8.8 million.
    
    Securities increased $84.2 million.
    
    Loans held-for-investment, net, increased $8.0 million.
 
    
    Allowance for loan losses increased to $17.1 million, or 2.33% of total loans at
March 31, 2010, from $15.4 million, or 2.11% of total loans at December 31, 2009.
    
    Total liabilities increased $90.8 million to $1.7 billion at March 31, 2010,
from $1.6 billion at December 31, 2009.
 
    
    Deposits increased $76.0 million.
    
    Borrowed funds increased $13.6 million.
 
    
    Stockholders equity increased to $396.3 million at March 31, 2010, from $391.5
million at December 31, 2009.
    
    Net interest income increased $1.8 million, or 14.0%, to $14.5 million for the
quarter ended March 31, 2010, compared to $12.8 million for the quarter ended March
31, 2009.
 
    
    Average interest-earning assets increased $261.4
million, or 15.5%, to $1.9 billion for the quarter ended March 31, 2010,
from $1.7 billion for the quarter ended March 31, 2009.
    
    The net interest margin decreased four basis points to
3.03% for the quarter ended March 31, 2010, from 3.07% for the quarter
ended March 31, 2009.
 
    
    The provision for loan losses was $1.9 million for the quarter ended March 31,
2010, compared to $1.6 million for the quarter ended March 31, 2009. Net
charge-offs were $198,000 and $595,000 for the quarter ended March 31, 2010 and
2009, respectively.
    
    Non-interest income increased $754,000, or 77.8%, to $1.7 million for the
quarter ended March 31, 2010, compared to $969,000 for the quarter ended March 31,
2009.
    
    Non-interest expense increased to $9.1 million for the quarter ended March 31,
2010, compared to $7.8 million for the quarter ended March 31, 2009.
 19




---



##### Table of Contents



Comparison of Financial Condition at March 31, 2010, and December 31, 2009
          20




---



##### Table of Contents



®
   Comparison of Operating Results for the Three Months Ended March 31, 2010 and 2009
 Net income
 Interest income.
 Interest expense.
 21




---



##### Table of Contents



Net Interest Income.
 Provision for Loan Losses.
 Non-interest Income.
 Non-interest Expense.
 Income Tax Expense.
 22




---



##### Table of Contents



For the Quarter Ended March 31,2010
    
    
    2009Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/ Rate
    
    
    Outstanding
    
    
    
    
    
    
    Yield/ RateBalance
    
    
    Interest
    
    
    (1)
    
    
    Balance
    
    
    Interest
    
    
    (1)Interest-earning assets:Loans (5)
    
    $
    734,417
    
    
    $
    10,293
    
    
    
    5.68
    %
    
    $
    601,245
    
    
    $
    8,571
    
    
    
    5.78
    %Mortgage-backed securities
    
    
    909,351
    
    
    
    9,181
    
    
    
    4.09
    
    
    
    943,951
    
    
    
    11,114
    
    
    
    4.77Other securities
    
    
    229,298
    
    
    
    1,384
    
    
    
    2.45
    
    
    
    31,943
    
    
    
    282
    
    
    
    3.58Federal Home Loan Bank of New York stock
    
    
    6,068
    
    
    
    95
    
    
    
    6.35
    
    
    
    7,917
    
    
    
    80
    
    
    
    4.10Interest-earning deposits in financial institutions
    
    
    65,561
    
    
    
    54
    
    
    
    0.33
    
    
    
    98,229
    
    
    
    435
    
    
    
    1.80Total interest-earning assets
    
    
    1,944,695
    
    
    
    21,007
    
    
    
    4.38
    
    
    
    1,683,285
    
    
    
    20,482
    
    
    
    4.93Non-interest-earning assets
    
    
    107,191
    
    
    
    
    
    
    
    
    
    
    
    86,820Total assets
    
    
    2,051,886
    
    
    
    
    
    
    
    
    
    
    
    1,770,105Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    
    637,500
    
    
    
    1,420
    
    
    
    0.90
    
    
    
    523,886
    
    
    
    1,636
    
    
    
    1.27Certificates of deposit
    
    
    588,675
    
    
    
    2,532
    
    
    
    1.74
    
    
    
    448,761
    
    
    
    3,321
    
    
    
    3.00Total interest-bearing deposits
    
    
    1,226,175
    
    
    
    3,952
    
    
    
    1.31
    
    
    
    972,647
    
    
    
    4,957
    
    
    
    2.07Borrowed funds
    
    
    311,798
    
    
    
    2,506
    
    
    
    3.26
    
    
    
    304,513
    
    
    
    2,764
    
    
    
    3.68Total interest-bearing liabilities
    
    
    1,537,973
    
    
    
    6,458
    
    
    
    1.70
    
    
    
    1,277,160
    
    
    
    7,721
    
    
    
    2.45Non-interest bearing deposit accounts
    
    
    109,640
    
    
    
    
    
    
    
    
    
    
    
    94,185Accrued expenses and other liabilities
    
    
    10,124
    
    
    
    
    
    
    
    
    
    
    
    11,816Total liabilities
    
    
    1,657,737
    
    
    
    
    
    
    
    
    
    
    
    1,383,161Stockholders equity
    
    
    394,149
    
    
    
    
    
    
    
    
    
    
    
    386,944Total liabilities and stockholders equity
    
    
    2,051,886
    
    
    
    
    
    
    
    
    
    
    
    1,770,105Net interest income
    
    
    
    
    
    $
    14,549
    
    
    
    
    
    
    
    
    
    
    $
    12,761Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.68
    
    
    
    
    
    
    
    
    
    
    
    2.48Net interest-earning assets (3)
    
    $
    406,722
    
    
    
    
    
    
    
    
    
    
    
    406,125Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.03
    
    
    
    
    
    
    
    
    
    
    
    3.07Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    126.45
    
    
    
    
    
    
    
    
    
    
    
    131.80
 
 (1)
    
    Average yields and rates for the three months ended March 31, 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. 23




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##### Table of Contents



Loan Quality
  March 31,
    
    
    December 31,
    
    
    September 30,
    
    
    June 30,
    
    
    March 31,(in thousands)
    
    2010
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2009Non-accruing loans
    
    $
    31,248
    
    
    
    30,914
    
    
    
    19,232
    
    
    
    16,016
    
    
    
    13,166Non-accruing loans subject to
restructuring agreements
    
    
    13,090
    
    
    
    10,717
    
    
    
    11,003
    
    
    
    11,494
    
    
    
    9,650Total non-accruing loans
    
    
    44,338
    
    
    
    41,631
    
    
    
    30,235
    
    
    
    27,510
    
    
    
    22,816Loans 90 days or more past due
and still accruing
    
    
    5,710
    
    
    
    191
    
    
    
    5,487
    
    
    
    3,483
    
    
    
    1,281Total non-performing loans
    
    
    50,048
    
    
    
    41,822
    
    
    
    35,722
    
    
    
    30,993
    
    
    
    24,097Other real estate owned
    
    
    1,533
    
    
    
    1,938
    
    
    
    933
    
    
    
    993
    
    
    
    1,071Total non-performing assets
    
    $
    51,581
    
    
    
    43,760
    
    
    
    36,655
    
    
    
    31,986
    
    
    
    25,168Loans subject to restructuring
agreements and still accruing
    
    $
    8,817
    
    
    
    7,250
    
    
    
    7,258
    
    
    
    6,838
    
    
    
    2,414Accruing loans 31 to 89 days delinquent
    
    $
    38,371
    
    
    
    28,283
    
    
    
    35,466
    
    
    
    33,290
    
    
    
    32,550Non-performing loans to total loans held
for investment, net
    
    
    6.79
    %
    
    
    5.73
    %
    
    
    5.36
    %
    
    
    4.71
    %
    
    
    3.86
    %
    24




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##### Table of Contents



March 31, 2010Days Past Due0 to 30
    
    
    
    31 to 89
    
    
    90 or more
    
    TotalReal estate loans:Commercial
    
    $
    4,105
    
    
    
    4,142
    
    
    
    24,508
    
    
    
    32,755One -to- four family
residential
    
    
    137
    
    
    
    546
    
    
    
    1,512
    
    
    
    2,195Construction and land
    
    
    3,382
    
    
    
    1,637
    
    
    
    988
    
    
    
    6,007Multifamily
    
    
    
    
    
    
    523
    
    
    
    1,984
    
    
    
    2,507Home equity and lines of credit
    
    
    63
    
    
    
    
    
    
    
    
    
    
    
    63Commercial and industrial loans
    
    
    
    
    
    
    501
    
    
    
    189
    
    
    
    690Insurance premium loans
    
    
    
    
    
    
    
    
    
    
    121
    
    
    
    121Total non-accruing loans
    
    $
    7,687
    
    
    
    7,349
    
    
    
    29,302
    
    
    
    44,338
 December 31, 2009Days Past Due0 to 30
    
    
    
    31 to 89
    
    
    90 or more
    
    TotalReal estate loans:Commercial
    
    $
    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
  Liquidity and Capital Resources
 Liquidity
  25




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##### Table of Contents



Capital Resources
 MinimumRequired to BeMinimum
    
    
    Well CapitalizedRequired for
    
    
    under PromptCapital
    
    
    CorrectiveActual
    
    
    Adequacy
    
    
    ActionRatio
    
    
    Purposes
    
    
    ProvisionsAs of March 31, 2010:Tangible capital to
tangible assets
    
    
    13.91
    %
    
    
    1.50
    %
    
    NA
    %Tier 1 capital (core)  (to
adjusted assets)
    
    
    13.91
    
    
    
    4.00
    
    
    
    5.00Total
capital (to risk  weighted assets)
    
    
    28.59
    
    
    
    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)
    
    $
    290,980
    
    
    
    69,680
    
    
    
    86,300
    
    
    
    135,000
    
    
    
    Commitments to originate loans
    
    $
    61,835
    
    
    
    61,835
    
    
    
    
    
    
    
    
    
    
    
    Commitments to fund unused lines of credit
    
    $
    3,181
    
    
    
    3,181
    
    
    
    
    
    
    
    
    
    
    
    
   26




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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.
 27




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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
    
    $
    1,971,406
    
    
    $
    1,587,388
    
    
    $
    384,018
    
    
    $
    (66,863
    )
    
    
    19.48
    %
    
    
    (11.66
    )%+200
    
    
    2,018,509
    
    
    
    1,611,132
    
    
    
    407,377
    
    
    
    (43,504
    )
    
    
    20.18
    
    
    
    (7.26
    )+100
    
    
    2,065,712
    
    
    
    1,635,684
    
    
    
    430,028
    
    
    
    (20,853
    )
    
    
    20.82
    
    
    
    (3.01
    )0
    
    
    2,111,964
    
    
    
    1,661,083
    
    
    
    450,881
    
    
    
    
    
    
    
    21.35
    
    
    
    -100
    
    
    2,148,563
    
    
    
    1,687,185
    
    
    
    461,378
    
    
    
    10,497
    
    
    
    21.47
    
    
    
    0.25-200
    
    
    2,174,609
    
    
    
    1,710,078
    
    
    
    464,531
    
    
    
    13,650
    
    
    
    21.36
    
    
    
    (3.13
    )
   28




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
   
 ITEM 4T. CONTROLS AND PROCEDURES
 29




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##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 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)January 1, 2010, through
January 31, 2010
    
    
    66,850
    
    
    $
    13.46
    
    
    
    66,850
    
    
    
    457,240February 1, 2010, through
February 28, 2010
    
    
    110,631
    
    
    
    13.03
    
    
    
    110,631
    
    
    
    346,609March 1, 2010, through
March 31, 2010
    
    
    8,800
    
    
    
    14.36
    
    
    
    8,800
    
    
    
    337,809Total
    
    
    186,281
    
    
    $
    13.25
    
    
    
    186,281
 
 (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. This program
has no expiration date. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. REMOVED AND RESERVED
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  30




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##### Table of Contents



SIGNATURES
  Date: May 10, 2010
    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) 31




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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.
 32