##### 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, 2009
 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
    
    Smaller reporting company o(Do
not check if a smaller reporting company)
 o þ




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##### 



NORTHFIELD BANCORP, INC.
 PageNumberPART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    2Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    34Item 4. 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
    
    
    38Item 3. Defaults Upon Senior Securities
    
    
    38Item 4. Submission of Matters to a Vote of Security Holders
    
    
    38Item 5. Other Information
    
    
    39Item 6. Exhibits
    
    
    39Signatures
    
    
    40EX-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
 June 30,
    
    December 31,2009
    
    2008(Unaudited)ASSETS:Cash and due from banks
    
    $
    9,262
    
    
    
    9,014Interest-bearing deposits in other financial institutions
    
    
    67,856
    
    
    
    41,114Total cash and cash equivalents
    
    
    77,118
    
    
    
    50,128Certificates of deposit in other financial institutions
    
    
    
    
    
    
    53,653Trading securities
    
    
    2,940
    
    
    
    2,498Securities available-for-sale, at estimated fair value (encumbered $178,665 in 2009 and $183,711 in 2008)
    
    
    1,044,024
    
    
    
    957,585Securities held-to-maturity, at amortized cost (estimated fair value of $12,304
in 2009 and $14,588 in 2008) (encumbered $924 in 2009 and $1,241 in 2008)
    
    
    12,101
    
    
    
    14,479Loans held-for-sale
    
    
    203
    
    
    
    Loans held-for-investment, net
    
    
    657,578
    
    
    
    589,984Allowance for loan losses
    
    
    (12,073
    )
    
    
    (8,778
    )Net loans held-for-investment
    
    
    645,505
    
    
    
    581,206Accrued interest receivable
    
    
    7,545
    
    
    
    8,319Bank owned life insurance
    
    
    42,872
    
    
    
    42,001Federal Home Loan Bank of New York stock, at cost
    
    
    9,841
    
    
    
    9,410Premises and equipment, net
    
    
    10,565
    
    
    
    8,899Goodwill
    
    
    16,159
    
    
    
    16,159Other real estate owned
    
    
    993
    
    
    
    1,071Other assets
    
    
    8,830
    
    
    
    12,353Total assets
    
    $
    1,878,696
    
    
    
    1,757,761LIABILITIES AND STOCKHOLDERS EQUITY:LIABILITIES:Deposits
    
    $
    1,110,154
    
    
    
    1,024,439Borrowings
    
    
    345,506
    
    
    
    332,084Advance payments by borrowers for taxes and insurance
    
    
    2,207
    
    
    
    3,823Accrued expenses and other liabilities
    
    
    30,616
    
    
    
    10,837Total liabilities
    
    
    1,488,483
    
    
    
    1,371,183STOCKHOLDERS 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, 45,639,711 and 44,803,061
shares issued at June 30, 2009, and December 31, 2008, respectively, 44,867,361
and 44,803,061 outstanding at June 30, 2009, and December 31, 2008, respectively
    
    
    456
    
    
    
    448Additional paid-in-capital
    
    
    200,815
    
    
    
    199,453Unallocated common stock held by employee stock ownership plan
    
    
    (16,099
    )
    
    
    (16,391
    )Retained earnings
    
    
    206,414
    
    
    
    203,085Accumulated other comprehensive income (loss)
    
    
    6,734
    
    
    
    (17
    )Treasury stock at cost; 772,350 and 0 shares at June 30, 2009 and December 31, 2008,
respectively
    
    
    (8,107
    )
    
    
    Total stockholders equity
    
    
    390,213
    
    
    
    386,578Total liabilities and stockholders equity
    
    $
    1,878,696
    
    
    
    1,757,761
  2




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
 Three months ended
    
    Six months endedJune 30
    
    June 302009
    
    2008
    
    2009
    
    2008Interest income:Loans
    
    $
    9,253
    
    
    
    7,397
    
    
    
    17,824
    
    
    
    14,386Mortgage-backed securities
    
    
    10,924
    
    
    
    9,346
    
    
    
    22,038
    
    
    
    17,771Other securities
    
    
    522
    
    
    
    226
    
    
    
    804
    
    
    
    936Federal Home Loan Bank of New York dividends
    
    
    107
    
    
    
    204
    
    
    
    187
    
    
    
    335Deposits in other financial institutions
    
    
    207
    
    
    
    924
    
    
    
    642
    
    
    
    1,984Total interest income
    
    
    21,013
    
    
    
    18,097
    
    
    
    41,495
    
    
    
    35,412Interest expense:Deposits
    
    
    4,586
    
    
    
    4,431
    
    
    
    9,543
    
    
    
    9,216Borrowings
    
    
    2,590
    
    
    
    2,119
    
    
    
    5,354
    
    
    
    4,058Total interest expense
    
    
    7,176
    
    
    
    6,550
    
    
    
    14,897
    
    
    
    13,274Net interest income
    
    
    13,837
    
    
    
    11,547
    
    
    
    26,598
    
    
    
    22,138Provision for loan losses
    
    
    3,099
    
    
    
    1,240
    
    
    
    4,743
    
    
    
    1,838Net interest income after provision for loan losses
    
    
    10,738
    
    
    
    10,307
    
    
    
    21,855
    
    
    
    20,300Non-interest income:Fees and service charges for customer services
    
    
    716
    
    
    
    756
    
    
    
    1,375
    
    
    
    1,521Income on bank owned life insurance
    
    
    438
    
    
    
    424
    
    
    
    871
    
    
    
    3,357Gain (loss) on securities transactions, net
    
    
    294
    
    
    
    (16
    )
    
    
    140
    
    
    
    (343
    )Other
    
    
    76
    
    
    
    43
    
    
    
    107
    
    
    
    71Total non-interest income
    
    
    1,524
    
    
    
    1,207
    
    
    
    2,493
    
    
    
    4,606Non-interest expense:Compensation and employee benefits
    
    
    4,321
    
    
    
    3,066
    
    
    
    8,089
    
    
    
    6,067Occupancy
    
    
    1,073
    
    
    
    831
    
    
    
    2,193
    
    
    
    1,659Furniture and equipment
    
    
    269
    
    
    
    221
    
    
    
    557
    
    
    
    441Data processing
    
    
    589
    
    
    
    635
    
    
    
    1,433
    
    
    
    1,271FDIC insurance
    
    
    1,063
    
    
    
    30
    
    
    
    1,477
    
    
    
    67Professional fees
    
    
    476
    
    
    
    304
    
    
    
    1,002
    
    
    
    669Other
    
    
    1,270
    
    
    
    852
    
    
    
    2,092
    
    
    
    1,751Total non-interest expense
    
    
    9,061
    
    
    
    5,939
    
    
    
    16,843
    
    
    
    11,925Income before income tax expense
    
    
    3,201
    
    
    
    5,575
    
    
    
    7,505
    
    
    
    12,981Income tax expense
    
    
    1,079
    
    
    
    2,010
    
    
    
    2,648
    
    
    
    3,811Net income
    
    $
    2,122
    
    
    
    3,565
    
    
    
    4,857
    
    
    
    9,170Basic and diluted earnings per share
    
    $
    0.05
    
    
    
    0.08
    
    
    
    0.11
    
    
    
    0.21
  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, 2007
    
    
    44,803,061
    
    
    $
    448
    
    
    
    199,395
    
    
    
    (16,977
    )
    
    
    187,992
    
    
    
    (3,518
    )
    
    
    
    
    
    
    367,340Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,170
    
    
    
    
    
    
    
    
    
    
    
    9,170Change in accumulated comprehensive
income (loss), net of tax of $2,347
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,229
    )
    
    
    
    
    
    
    (3,229
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,941ESOP shares allocated
or committed to be released
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    292
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    305Balance at June 30, 2008
    
    
    44,803,061
    
    
    
    448
    
    
    
    199,408
    
    
    
    (16,685
    )
    
    
    197,162
    
    
    
    (6,747
    )
    
    
    
    
    
    
    373,586Balance 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
    )
    
    
    390,213
  4




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six months ended June 302009
    
    2008Cash flows from operating activities:Net income
    
    $
    4,857
    
    
    
    9,170Adjustments to reconcile net income to net cash provided by (used in) operating activities:Provision for loan losses
    
    
    4,743
    
    
    
    1,838ESOP and stock-based compensation
    
    
    1,662
    
    
    
    305Depreciation
    
    
    803
    
    
    
    667Accretion of discounts, and deferred loan fees, net of amortization of premiums
    
    
    (1,961
    )
    
    
    (682
    )Amortization of mortgage servicing rights
    
    
    56
    
    
    
    66Income on bank owned life insurance
    
    
    (871
    )
    
    
    (847
    )Gain on bank owned life insurance death benefit
    
    
    
    
    
    
    (2,510
    )Net gain on sale of loans held-for-sale
    
    
    (44
    )
    
    
    (19
    )Proceeds from sale of loans held-for-sale
    
    
    3,641
    
    
    
    3,012Origination of loans held-for-sale
    
    
    (3,800
    )
    
    
    (2,723
    )(Gain) loss on securities transactions, net
    
    
    (140
    )
    
    
    343Net purchases of trading securities
    
    
    (302
    )
    
    
    (424
    )Decrease in accrued interest receivable
    
    
    (774
    )
    
    
    (1,655
    )Increase in other assets
    
    
    (1,303
    )
    
    
    (464
    )Decrease in accrued expenses and other liabilities
    
    
    (428
    )
    
    
    (8,259
    )Amortization of core deposit intangible
    
    
    190
    
    
    
    190Net cash provided by (used in) operating activities
    
    
    6,329
    
    
    
    (1,992
    )Cash flows from investing activities:Net increase in loans receivable
    
    
    (68,839
    )
    
    
    (93,307
    )Purchase of Federal Home Loan Bank of New York stock, net
    
    
    (431
    )
    
    
    (7,928
    )Purchases of securities available-for-sale
    
    
    (232,301
    )
    
    
    (219,458
    )Principal payments and maturities on securities available-for-sale
    
    
    178,782
    
    
    
    170,955Principal payments and maturities on securities held-to-maturity
    
    
    2,382
    
    
    
    2,717Proceeds from sale of securities available-for-sale
    
    
    1,998
    
    
    
    2,261Purchases of certificates of deposit in other financial institutions
    
    
    (63
    )
    
    
    (118,527
    )Proceeds from maturities of certificates of deposit in other financial institutions
    
    
    53,716
    
    
    
    48,500Cash received from bank owned life insurance settlement
    
    
    
    
    
    
    3,790Purchases and improvements of premises and equipment
    
    
    (2,469
    )
    
    
    (1,236
    )Net cash used in investing activities
    
    
    (67,225
    )
    
    
    (212,233
    )Cash flows from financing activities:Net increase in deposits
    
    
    85,715
    
    
    
    31,807Dividends paid
    
    
    (1,528
    )
    
    
    Purchase of treasury stock
    
    
    (8,107
    )
    
    
    (Decrease) increase in advance payments by borrowers for taxes and insurance
    
    
    (1,616
    )
    
    
    527Repayments under capital lease obligations
    
    
    (78
    )
    
    
    (65
    )Proceeds from borrowings
    
    
    92,000
    
    
    
    320,799Repayments related to borrowings
    
    
    (78,500
    )
    
    
    (147,000
    )Net cash provided by financing activities
    
    
    87,886
    
    
    
    206,068Net increase
(decrease) in cash and cash equivalents
    
    
    26,990
    
    
    
    (8,157
    )Cash and cash equivalents at beginning of period
    
    
    50,128
    
    
    
    25,088Cash and cash equivalents at end of period
    
    $
    77,118
    
    
    
    16,931Supplemental cash flow information:Cash paid during the period for:Interest
    
    $
    15,360
    
    
    
    12,807Income taxes
    
    
    4,887
    
    
    
    16,255Non-cash transaction:Loans charged-off
    
    
    1,448
    
    
    
    11
  5




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Basis of Presentation
    Note 2
 Equity Incentive Plan
   6




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Weighted
    
    
    Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AverageNumber of
    
    
    Grant Date
    
    
    Exercise
    
    
    ContractualStock Options
    
    
    Fair Value
    
    
    Price
    
    

Life (years)Outstanding- December 31,
2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Granted
    
    
    2,106,400
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    10Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding- June 30, 2009
    
    
    2,106,400
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    9.58Exercisable- June 30, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   WeightedNumber of
    
    
    AverageShares
    
    
    Grant DateAwarded
    
    
    Fair ValueNon-vested at December 31,
2008
    
    
    
    
    
    
    Granted
    
    
    836,650
    
    
    $
    9.94Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Non-vested at June 30, 2009
    
    
    836,650
    
    
    $
    9.94
   Note 3
 Stock Repurchase Program
  7




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 4
 Earnings Per Share
    For the three months ended
    
    For the six months endedJune 30
    
    June 302009
    
    2008
    
    2009
    
    2008Net income available to common stockholders
    
    $
    2,122
    
    
    
    3,565
    
    
    
    4,857
    
    
    
    9,170Weighted average shares outstanding-basic
    
    
    42,625,593
    
    
    
    43,126,414
    
    
    
    42,856,503
    
    
    
    43,119,145Effect of non-vested restricted stock and
stock
options outstanding
    
    
    94,072
    
    
    
    
    
    
    
    54,575
    
    
    
    Weighted average shares outstanding-diluted
    
    
    42,719,665
    
    
    
    43,126,414
    
    
    
    42,911,078
    
    
    
    43,119,145Earnings per share-basic
    
    $
    0.05
    
    
    
    0.08
    
    
    
    0.11
    
    
    
    0.21Earnings per share-diluted
    
    $
    0.05
    
    
    
    0.08
    
    
    
    0.11
    
    
    
    0.21
 8




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 5  Net Loans Held-for-Investment
  June 30,
    
    December 31,2009
    
    2008Real estate loans:Commercial mortgage
    
    $
    317,351
    
    
    
    289,123One- to four-family residential mortgage
    
    
    97,342
    
    
    
    103,128Home equity and lines of credit
    
    
    23,204
    
    
    
    24,182Construction and land
    
    
    43,911
    
    
    
    52,158Multifamily
    
    
    149,714
    
    
    
    108,534Total real estate loans
    
    
    631,522
    
    
    
    577,125Commercial and industrial loans
    
    
    23,663
    
    
    
    11,025Other loans
    
    
    1,976
    
    
    
    1,339Total commercial and industrial and other loans
    
    
    25,639
    
    
    
    12,364Total loans held-for-investment
    
    
    657,161
    
    
    
    589,489Deferred loan cost, net
    
    
    417
    
    
    
    495Loans held-for-investment, net
    
    
    657,578
    
    
    
    589,984Allowance for loan losses
    
    
    (12,073
    )
    
    
    (8,778
    )Net loans held-for-investment
    
    $
    645,505
    
    
    
    581,206
  At or for thesix months endedJune 30,2009
    
    2008Beginning balance
    
    $
    8,778
    
    
    
    5,636Provision for loan losses
    
    
    4,743
    
    
    
    1,838Charge-offs
    
    
    (1,448
    )
    
    
    (11
    )Ending balance
    
    $
    12,073
    
    
    
    7,463
 9




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  June 30, 2009AllowanceRecorded
    
    
    for Loan
    
    
    NetInvestment
    
    
    Losses
    
    
    InvestmentNon-accruing loans
    
    $
    11,348
    
    
    
    (1,218
    )
    
    
    10,130Non-accruing loans subject to
restructuring agreements
    
    
    11,494
    
    
    
    (35
    )
    
    
    11,459Accruing loans subject to
restructuring agreements
    
    
    6,838
    
    
    
    (57
    )
    
    
    6,781Total impaired loans
    
    $
    29,680
    
    
    
    (1,310
    )
    
    
    28,370
 December 31, 2008AllowanceRecorded
    
    
    for Loan
    
    
    NetInvestment
    
    
    Losses
    
    
    InvestmentNon-accruing loans
    
    $
    5,679
    
    
    
    (185
    )
    
    
    5,494Non-accruing loans subject to
restructuring agreements
    
    
    950
    
    
    
    (125
    )
    
    
    825Total impaired loans
    
    $
    6,629
    
    
    
    (310
    )
    
    
    6,319
   Note 6  Deposits
  June 30,
    
    December 31,2009
    
    2008Non-interest-bearing demand
    
    $
    102,458
    
    
    
    93,170Interest-bearing negotiable orders of withdrawal
(NOW)
    
    
    75,731
    
    
    
    64,382Savings-passbook, statement, tiered, and money market
    
    
    488,859
    
    
    
    449,302Certificates of deposit
    
    
    443,106
    
    
    
    417,585$
    1,110,154
    
    
    
    1,024,439
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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Negotiable order of
withdrawal,
savings-passbook,
statement,
tiered, and money market
    
    $
    1,468
    
    
    
    1,242
    
    
    
    3,104
    
    
    
    2,146Certificates of deposit
    
    
    3,118
    
    
    
    3,189
    
    
    
    6,439
    
    
    
    7,070$
    4,586
    
    
    
    4,431
    
    
    
    9,543
    
    
    
    9,216
 Note 7  Other Postretirement Benefits
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Service cost
    
    $
    1
    
    
    
    1
    
    
    
    2
    
    
    
    2Interest cost
    
    
    24
    
    
    
    24
    
    
    
    48
    
    
    
    48Amortization of transition obligation
    
    
    4
    
    
    
    4
    
    
    
    8
    
    
    
    8Amortization of prior service costs
    
    
    4
    
    
    
    4
    
    
    
    8
    
    
    
    8Amortization of unrecognized loss
    
    
    4
    
    
    
    5
    
    
    
    8
    
    
    
    10$
    37
    
    
    
    38
    
    
    
    74
    
    
    
    76
 11




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 8  Securities Available-for-Sale
  June 30, 2009Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    valueMortgage-backed securities:Pass-through certificates:Government sponsored
enterprises (GSE)
    
    $
    480,921
    
    
    
    13,818
    
    
    
    24
    
    
    
    494,715Non-GSE
    
    
    79,807
    
    
    
    1,465
    
    
    
    4,966
    
    
    
    76,306Real estate mortgage
investment conduits (REMICs):GSE
    
    
    243,921
    
    
    
    4,212
    
    
    
    261
    
    
    
    247,872Non-GSE
    
    
    122,482
    
    
    
    420
    
    
    
    2,982
    
    
    
    119,920927,131
    
    
    
    19,915
    
    
    
    8,233
    
    
    
    938,813Other securities:Equity
investments  mutual funds
    
    
    8,458
    
    
    
    
    
    
    
    5
    
    
    
    8,453Corporate bonds
    
    
    96,284
    
    
    
    566
    
    
    
    92
    
    
    
    96,758104,742
    
    
    
    566
    
    
    
    97
    
    
    
    105,211Total securities available-for-sale
    
    $
    1,031,873
    
    
    
    20,481
    
    
    
    8,330
    
    
    
    1,044,024
 December 31, 2008Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    valueMortgage-backed securities:Pass-through certificates:Government sponsored
enterprises (GSE)
    
    $
    532,870
    
    
    
    13,457
    
    
    
    83
    
    
    
    546,244Non-GSE
    
    
    65,040
    
    
    
    359
    
    
    
    9,621
    
    
    
    55,778Real estate mortgage
investment conduits (REMICs):GSE
    
    
    242,557
    
    
    
    3,049
    
    
    
    114
    
    
    
    245,492Non-GSE
    
    
    90,446
    
    
    
    515
    
    
    
    7,266
    
    
    
    83,695930,913
    
    
    
    17,380
    
    
    
    17,084
    
    
    
    931,209Other securities:Equity
Investments  money market mutual fund
    
    
    9,025
    
    
    
    
    
    
    
    
    
    
    
    9,025Corporate bonds
    
    
    17,319
    
    
    
    102
    
    
    
    70
    
    
    
    17,35126,344
    
    
    
    102
    
    
    
    70
    
    
    
    26,376Total securities available-for-sale
    
    $
    957,257
    
    
    
    17,482
    
    
    
    17,154
    
    
    
    957,585
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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  EstimatedAmortized
    
    
    fairAvailable-for-sale
    
    cost
    
    
    valueDue within one year
    
    $
    17,295
    
    
    
    17,390One through five years
    
    
    78,989
    
    
    
    79,368Total
    
    
    96,284
    
    
    
    96,758
   June 30, 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:GSE
    
    $
    2
    
    
    
    532
    
    
    
    22
    
    
    
    5,866
    
    
    
    24
    
    
    
    6,398Non-GSE
    
    
    152
    
    
    
    8,605
    
    
    
    4,814
    
    
    
    16,714
    
    
    
    4,966
    
    
    
    25,319REMICsGSE
    
    
    136
    
    
    
    17,418
    
    
    
    125
    
    
    
    22,566
    
    
    
    261
    
    
    
    39,984Non-GSE
    
    
    1,132
    
    
    
    58,021
    
    
    
    1,850
    
    
    
    17,151
    
    
    
    2,982
    
    
    
    75,172Mutual funds
    
    
    5
    
    
    
    4,995
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    4,995Corporate bonds
    
    
    92
    
    
    
    25,993
    
    
    
    
    
    
    
    
    
    
    
    92
    
    
    
    25,993Total
    
    $
    1,519
    
    
    
    115,564
    
    
    
    6,811
    
    
    
    62,297
    
    
    
    8,330
    
    
    
    177,861
 December 31, 2008Less 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:GSE
    
    $
    2
    
    
    
    634
    
    
    
    81
    
    
    
    1,346
    
    
    
    83
    
    
    
    1,980Non-GSE
    
    
    2,708
    
    
    
    7,290
    
    
    
    6,913
    
    
    
    17,525
    
    
    
    9,621
    
    
    
    24,815REMICsGSE
    
    
    42
    
    
    
    29,267
    
    
    
    72
    
    
    
    18,981
    
    
    
    114
    
    
    
    48,248Non-GSE
    
    
    7,266
    
    
    
    68,966
    
    
    
    
    
    
    
    
    
    
    
    7,266
    
    
    
    68,966Corporate bonds
    
    
    70
    
    
    
    4,298
    
    
    
    
    
    
    
    
    
    
    
    70
    
    
    
    4,298Total
    
    $
    10,088
    
    
    
    110,455
    
    
    
    7,066
    
    
    
    37,852
    
    
    
    17,154
    
    
    
    148,307
  13




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Note 9 Securities Held-to-Maturity
  June 30, 2009Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    valueMortgage-backed securities:Pass-through certificates:GSE
    
    $
    4,925
    
    
    
    130
    
    
    
    
    
    
    
    5,055REMICs:GSE
    
    
    7,176
    
    
    
    73
    
    
    
    
    
    
    
    7,249Total securities held-to-maturity
    
    $
    12,101
    
    
    
    203
    
    
    
    
    
    
    
    12,304
 December 31, 2008Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    valueMortgage-backed securities:Pass-through certificates:GSE
    
    $
    6,132
    
    
    
    141
    
    
    
    
    
    
    
    6,273REMICs:GSE
    
    
    8,347
    
    
    
    13
    
    
    
    45
    
    
    
    8,315Total securities held-to-maturity
    
    $
    14,479
    
    
    
    154
    
    
    
    45
    
    
    
    14,588
  14




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2008Less than 12 months
    
    
    12 months or more
    
    
    TotalUnrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimatedlosses
    
    
    fair value
    
    
    losses
    
    
    fair value
    
    
    losses
    
    
    fair valueREMICs:GSE
    
    $
    45
    
    
    
    5,536
    
    
    
    
    
    
    
    
    
    
    
    45
    
    
    
    5,536Total
    
    $
    45
    
    
    
    5,536
    
    
    
    
    
    
    
    
    
    
    
    45
    
    
    
    5,536
   Note 10  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.
  15




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Fair Value Measurements at Reporting Date Using:Quoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsJune 30, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Investment securities:Available-for-sale:Mortgage-backed securities
    
    $
    938,813
    
    
    $
    
    
    
    $
    938,813
    
    
    $
    Corporate bonds
    
    
    96,758
    
    
    
    
    
    
    
    96,758
    
    
    
    Equities
    
    
    8,453
    
    
    
    8,453
    
    
    
    
    
    
    
    Total available-for-sale
    
    
    1,044,024
    
    
    
    8,453
    
    
    
    1,035,571
    
    
    
    Trading securities
    
    
    2,940
    
    
    
    2,940
    
    
    
    
    
    
    
    Total
    
    $
    1,046,964
    
    
    $
    11,393
    
    
    $
    1,035,571
    
    
    $
    
 Fair Value Measurements at Reporting Date Using:Quoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDecember 31, 2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Investment securities:Available-for-sale:Mortgage-backed securities
    
    $
    931,209
    
    
    $
    
    
    
    $
    931,209
    
    
    $
    Corporate bonds
    
    
    17,351
    
    
    
    
    
    
    
    17,351
    
    
    
    Equities
    
    
    9,025
    
    
    
    9,025
    
    
    
    
    
    
    
    Total available-for-sale
    
    
    957,585
    
    
    
    9,025
    
    
    
    948,560
    
    
    
    Trading securities
    
    
    2,498
    
    
    
    2,498
    
    
    
    
    
    
    
    Total
    
    $
    960,083
    
    
    $
    11,523
    
    
    $
    948,560
    
    
    $
    
 Available -for- Sale Securities:
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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Trading Securities:
  Impaired Assets:
 Note
11  Fair Value of Financial Instruments
 Fair value estimates, methods, and assumptions are set forth below for the Companys financial
instruments.
 (a)
    
    Cash, Cash Equivalents, and Certificates of DepositCash and cash equivalents are short-term in nature with original maturities of three
months or less; the carrying amount approximates fair value. Certificates of deposit
having original terms of six-months or less; carrying value generally approximates fair
value. Certificates of deposit with an original maturity of six months or greater the
fair value is derived from discounted cash flows.(b)
    
    SecuritiesThe fair values for substantially all of our securities are obtained from an independent
nationally recognized third-party pricing service. The independent pricing service
utilizes market prices of same or similar securities whenever such prices are available.
Prices involving distressed sellers are not utilized in determining fair value. Where
necessary, the independent third party pricing service estimates fair value using models
employing techniques such as discounted cash flow analyses. The assumptions used in
these models typically include assumptions for interest rates, credit losses, and
prepayments, utilizing market observable data where available.(c)
    
    Federal Home Loan Bank of New York StockThe fair value for Federal Home Loan Bank of New York stock is its carrying value, since
this is the amount for which it could be redeemed and there is no active market for this
stock.(d)
    
    LoansFair values are estimated for portfolios of loans with similar financial
characteristics. Loans are segregated by type such as residential mortgage,
construction, land, multifamily, commercial and consumer. Each loan category is further
segmented into amortizing and non-amortizing and fixed and adjustable rate interest
terms and by performing and nonperforming categories. The fair value of loans is
estimated by discounting the future cash flows using current prepayment assumptions and
current rates at which similar loans would be made to borrowers with similar credit
ratings and for the same remaining maturities.
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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Fair value for significant nonperforming loans is based on external appraisals of
collateral securing such loans, adjusted for the timing of anticipated cash flows.(e)
    
    DepositsThe fair value of deposits with no stated maturity, such as non-interest-bearing demand
deposits, savings, and NOW and money market accounts, is equal to the amount payable on
demand. The fair value of certificates of deposit is based on the discounted value of
contractual cash flows. The discount rate is estimated using the rates currently offered
for deposits of similar remaining maturities.(f)
    
    Commitments to Extend Credit and Standby Letters of CreditThe fair value of commitments to extend credit and standby letters of credit are
estimated using the fees currently charged to enter into similar agreements, taking into
account the remaining terms of the agreements and the present creditworthiness of the
counterparties. For fixed-rate loan commitments, fair value also considers the
difference between current levels of interest rates and the committed rates. The fair
value of off-balance-sheet commitments is insignificant and therefore not included in
the following table.(g)
    
    BorrowingsThe fair value of borrowings is estimated by discounting future cash flows based on
rates currently available for debt with similar terms and remaining maturity.(h)
    
    Advance Payments by BorrowersAdvance payments by borrowers for taxes and insurance have no stated maturity; the fair
value is equal to the amount currently payable.
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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 The estimated fair values of the Companys significant financial instruments at
June 30, 2009, and December 31, 2008, are presented in the following
table (in thousands):
 June 30,
    
    
    December 31,2009
    
    
    2008Estimated
    
    
    
    
    
    
    EstimatedCarrying
    
    
    Fair
    
    
    Carrying
    
    
    Fairvalue
    
    
    value
    
    
    value
    
    
    valueFinancial assets:Cash and cash equivalents
    
    $
    77,118
    
    
    
    77,118
    
    
    
    50,128
    
    
    
    50,128Certificates of deposit
    
    
    
    
    
    
    
    
    
    
    53,653
    
    
    
    53,873Trading securities
    
    
    2,940
    
    
    
    2,940
    
    
    
    2,498
    
    
    
    2,498Securities available-for-sale
    
    
    1,044,024
    
    
    
    1,044,024
    
    
    
    957,585
    
    
    
    957,585Securities held-to-maturity
    
    
    12,101
    
    
    
    12,304
    
    
    
    14,479
    
    
    
    14,588FHLB stock
    
    
    9,841
    
    
    
    9,841
    
    
    
    9,410
    
    
    
    9,410Net loans
held-for-investment
    
    
    645,505
    
    
    
    654,466
    
    
    
    581,206
    
    
    
    610,713Loans held-for-sale
    
    $
    203
    
    
    
    203
    
    
    
    
    
    
    
    Financial liabilities:Deposits
    
    $
    1,110,154
    
    
    
    1,112,296
    
    
    
    1,024,439
    
    
    
    1,027,896Repurchase Agreements
and other borrowings
    
    
    345,506
    
    
    
    352,717
    
    
    
    332,084
    
    
    
    340,404Advance payments by
borrowers
    
    $
    2,207
    
    
    
    2,207
    
    
    
    3,823
    
    
    
    3,823
 Limitations
 Fair value estimates are made at a specific point in time, based on relevant market
information and information about the financial instrument. These estimates do not
reflect any premium or discount that could result from offering for sale at one time the
Companys entire holdings of a particular financial instrument. Because no market exists
for a significant portion of the Companys financial instruments, fair value estimates
are based on judgments regarding future expected loss experience, current economic
conditions, risk characteristics of various financial instruments, and other factors.
These estimates are subjective in nature and involve uncertainties and matters of
significant judgment and, therefore, cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.
 Fair value estimates are based on existing on- and off-balance-sheet financial
instruments without attempting to estimate the value of anticipated future business and
the value of assets and liabilities that are not considered financial instruments. In
addition, the tax ramifications related to the realization of the unrealized gains and
losses can have a significant effect on fair value estimates and have not been
considered in the estimates.
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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 12  Income Taxes
  Unrecognized tax benefits at January 1, 2008
    
    $
    2,700Payments for tax positions of prior years
    
    
    (2,700
    )Unrecognized tax benefits at June 30, 2008
    
    $
    
  Note 13  Recent Accounting Pronouncements
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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          21




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Note 14  Subsequent Events
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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 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
  23




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##### Table of Contents



Overview
     
    
    Total assets increased $120.9 million to $1.9 billion at June 30, 2009, from
$1.8 billion at December 31, 2008.
 o
    
    Securities increased $84.5 million.o
    
    Net loans held-for-investment increased $64.3 million.o
    
    Purchased certificates of deposit decreased $53.7 million
 
    
    Total liabilities increased $117.3 million to $1.5 billion at June 30, 2009,
from $1.4 billion at December 31, 2008
 o
    
    Deposits increased $85.7 million.o
    
    Borrowed funds increased $13.4 million.
 
    
    Net interest income increased $2.3 million to $13.8 million for the quarter
ended June 30, 2009, as compared to $11.5 million for the quarter ended June 30,
2008.
 o
    
    The net interest margin increased four basis points to
3.23% for the quarter ended June 30, 2009, as compared to 3.19% for the
quarter ended June 30, 2008.
 
    
    The provision for loan losses was $3.1 million for the quarter ended June 30,
2009, compared to $1.2 million for the quarter ended June 30, 2008.
    
    Non-interest expense increased to $9.1 million for the quarter ended June 30,
2009, compared to $5.9 million for the quarter ended June 30, 2008.
 24




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##### Table of Contents



Comparison of Financial Condition at June 30, 2009 and December 31, 2008
         Comparison of Operating Results for the Three Months Ended June 30, 2009, and 2008
 Net income
 25




---



##### Table of Contents



Interest income.
 Interest expense.
 Net Interest Income.
 Provision for Loan Losses.
  26




---



##### Table of Contents



(in thousands)
    
    June 30, 2009
    
    
    March 31, 2009
    
    
    December 31, 2008Non-accruing loans
    
    $
    16,016
    
    
    
    13,166
    
    
    
    8,552Non-accruing loans subject to
restructuring agreements
    
    
    11,494
    
    
    
    9,650
    
    
    
    950Total non-accruing loans
    
    
    27,510
    
    
    
    22,816
    
    
    
    9,502Loans 90 days or more past maturity
and still accruing
    
    
    3,483
    
    
    
    1,281
    
    
    
    137Total non-performing loans
    
    
    30,993
    
    
    
    24,097
    
    
    
    9,639Other real estate owned
    
    
    993
    
    
    
    1,071
    
    
    
    1,071Total non-performing assets
    
    $
    31,986
    
    
    
    25,168
    
    
    
    10,710Loans subject to restructuring
agreements and still accruing
    
    $
    6,838
    
    
    
    2,414
    
    
    
    
   Non-interest Income.
 Non-interest Expense.
 Income Tax Expense.
 27




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##### Table of Contents



For the Quarter Ended June 30,2009
    
    
    2008Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/ Rate
    
    
    Outstanding
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    (1)
    
    
    Balance
    
    
    Interest
    
    
    Rate (1)Interest-earning assets:Loans
    
    $
    639,852
    
    
    $
    9,253
    
    
    
    5.80
    %
    
    $
    468,535
    
    
    $
    7,397
    
    
    
    6.35
    %Mortgage-backed securities
    
    
    913,595
    
    
    
    10,924
    
    
    
    4.80
    
    
    
    838,466
    
    
    
    9,346
    
    
    
    4.48Other securities
    
    
    67,328
    
    
    
    522
    
    
    
    3.11
    
    
    
    28,751
    
    
    
    226
    
    
    
    3.16Federal Home Loan Bank of New York stock
    
    
    8,046
    
    
    
    107
    
    
    
    5.33
    
    
    
    12,598
    
    
    
    204
    
    
    
    6.51Interest-earning deposits in financial
institutions
    
    
    91,442
    
    
    
    207
    
    
    
    0.91
    
    
    
    105,443
    
    
    
    924
    
    
    
    3.52Total interest-earning assets
    
    
    1,720,263
    
    
    
    21,013
    
    
    
    4.90
    
    
    
    1,453,793
    
    
    
    18,097
    
    
    
    5.01Non-interest-earning assets
    
    
    94,215
    
    
    
    
    
    
    
    
    
    
    
    82,224
    
    
    
    .Total assets
    
    $
    1,814,478
    
    
    
    
    
    
    
    
    
    
    $
    1,536,017Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    $
    552,512
    
    
    
    1,468
    
    
    
    1.07
    
    
    $
    419,328
    
    
    
    1,242
    
    
    
    1.19Certificates of deposit
    
    
    460,785
    
    
    
    3,118
    
    
    
    2.71
    
    
    
    371,753
    
    
    
    3,189
    
    
    
    3.45Total interest-bearing deposits
    
    
    1,013,297
    
    
    
    4,586
    
    
    
    1.82
    
    
    
    791,081
    
    
    
    4,431
    
    
    
    2.25Borrowed funds
    
    
    292,464
    
    
    
    2,590
    
    
    
    3.55
    
    
    
    252,744
    
    
    
    2,119
    
    
    
    3.37Total interest-bearing liabilities
    
    
    1,305,761
    
    
    
    7,176
    
    
    
    2.20
    
    
    
    1,043,825
    
    
    
    6,550
    
    
    
    2.52Non-interest bearing deposit accounts
    
    
    99,388
    
    
    
    
    
    
    
    
    
    
    
    104,531Accrued expenses and other liabilities
    
    
    18,300
    
    
    
    
    
    
    
    
    
    
    
    12,879Total liabilities
    
    
    1,423,449
    
    
    
    
    
    
    
    
    
    
    
    1,161,235Stockholders equity
    
    
    391,029
    
    
    
    
    
    
    
    
    
    
    
    374,782Total liabilities and stockholders equity
    
    $
    1,814,478
    
    
    
    
    
    
    
    
    
    
    $
    1,536,017Net interest income
    
    
    
    
    
    $
    13,837
    
    
    
    
    
    
    
    
    
    
    $
    11,547Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.70
    
    
    
    
    
    
    
    
    
    
    
    2.49Net interest-earning assets (3)
    
    $
    414,502
    
    
    
    
    
    
    
    
    
    
    $
    409,968Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.23
    
    
    
    
    
    
    
    
    
    
    
    3.19Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    131.74
    
    
    
    
    
    
    
    
    
    
    
    139.28
 
 (1)
    
    Average yields and rates for the quarter ended June 30, 2009 and 2008, 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. 28




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##### Table of Contents



Comparison of Operating Results for the Six Months Ended June 30, 2009, and 2008
 Net
income. .
 Interest income.
 Interest Expense.
 Net Interest Income.
 Provision for Loan Losses.
 Non-interest Income.
 29




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##### Table of Contents



Non-interest Expense.
 Income Tax Expense.
 30




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##### Table of Contents



NORTHFIELD BANCORP, INC.
 For the Six Months Ended June 30,2009
    
    
    2008Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/ Rate
    
    
    Outstanding
    
    
    
    
    
    
    Yield/ RateBalance
    
    
    Interest
    
    
    (1)
    
    
    Balance
    
    
    Interest
    
    
    (1)Interest-earning assets:Loans
    
    $
    620,655
    
    
    $
    17,824
    
    
    
    5.79
    %
    
    $
    450,850
    
    
    $
    14,386
    
    
    
    6.42
    %Mortgage-backed securities
    
    
    928,689
    
    
    
    22,038
    
    
    
    4.79
    
    
    
    799,242
    
    
    
    17,771
    
    
    
    4.47Other securities
    
    
    49,733
    
    
    
    804
    
    
    
    3.26
    
    
    
    43,396
    
    
    
    936
    
    
    
    4.34Federal Home Loan Bank of New York stock
    
    
    7,982
    
    
    
    187
    
    
    
    4.72
    
    
    
    11,561
    
    
    
    335
    
    
    
    5.83Interest-earning deposits in financial
institutions
    
    
    94,817
    
    
    
    642
    
    
    
    1.37
    
    
    
    109,790
    
    
    
    1,984
    
    
    
    3.63Total interest-earning assets
    
    
    1,701,876
    
    
    
    41,495
    
    
    
    4.92
    
    
    
    1,414,839
    
    
    
    35,412
    
    
    
    5.03Non-interest-earning assets
    
    
    90,538
    
    
    
    
    
    
    
    
    
    
    
    83,519Total assets
    
    $
    1,792,414
    
    
    
    
    
    
    
    
    
    
    $
    1,498,358Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    $
    538,278
    
    
    
    3,104
    
    
    
    1.16
    
    
    $
    396,449
    
    
    
    2,146
    
    
    
    1.09Certificates of deposit
    
    
    454,806
    
    
    
    6,439
    
    
    
    2.86
    
    
    
    382,007
    
    
    
    7,070
    
    
    
    3.72Total interest-bearing deposits
    
    
    993,084
    
    
    
    9,543
    
    
    
    1.94
    
    
    
    778,456
    
    
    
    9,216
    
    
    
    2.38Borrowed funds
    
    
    298,455
    
    
    
    5,354
    
    
    
    3.62
    
    
    
    231,033
    
    
    
    4,058
    
    
    
    3.53Total interest-bearing liabilities
    
    
    1,291,539
    
    
    
    14,897
    
    
    
    2.33
    
    
    
    1,009,489
    
    
    
    13,274
    
    
    
    2.64Non-interest bearing deposit accounts
    
    
    96,801
    
    
    
    
    
    
    
    
    
    
    
    99,446Accrued expenses and other liabilities
    
    
    15,076
    
    
    
    
    
    
    
    
    
    
    
    15,348Total liabilities
    
    
    1,403,416
    
    
    
    
    
    
    
    
    
    
    
    1,124,283Stockholders equity
    
    
    388,998
    
    
    
    
    
    
    
    
    
    
    
    374,075Total liabilities and stockholders equity
    
    $
    1,792,414
    
    
    
    
    
    
    
    
    
    
    $
    1,498,358Net interest income
    
    
    
    
    
    $
    26,598
    
    
    
    
    
    
    
    
    
    
    $
    22,138Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.59
    
    
    
    
    
    
    
    
    
    
    
    2.39Net interest-earning assets (3)
    
    $
    410,337
    
    
    
    
    
    
    
    
    
    
    $
    405,350Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.15
    
    
    
    
    
    
    
    
    
    
    
    3.15Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    131.77
    
    
    
    
    
    
    
    
    
    
    
    140.15
 
 (1)
    
    Average yields and rates for the six months ended June 30, 2009 and 2008, 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. 31




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##### Table of Contents



Liquidity and Capital Resources
 Liquidity
  Capital Resources
 MinimumRequired to BeMinimum
    
    Well CapitalizedRequired for
    
    under PromptCapital
    
    CorrectiveActual
    
    Adequacy
    
    ActionRatio
    
    Purposes
    
    ProvisionsAs of June 30, 2009:Tangible capital to
tangible assets
    
    
    15.53
    %
    
    
    1.50
    %
    

    
    NA
    %Tier 1 capital  (core) (to
adjusted assets)
    
    
    15.53
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-weighted assets)
    
    
    31.41
    
    
    
    8.00
    
    
    
    10.00As of December 31, 2008:Tangible capital to
tangible assets
    
    
    15.98
    %
    
    
    1.50
    %
    
    
    NA
    %Tier 1
capital  (core) (to
adjusted assets)
    
    
    15.98
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-weighted assets)
    
    
    34.81
    
    
    
    8.00
    
    
    
    10.00
 32




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##### Table of Contents



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)
    
    $
    353,300
    
    
    
    137,000
    
    
    
    75,000
    
    
    
    138,800
    
    
    
    2,500Commitments to originate loans
    
    $
    53,345
    
    
    
    53,345
    
    
    
    
    
    
    
    
    
    
    
    Commitments to fund unused lines of credit
    
    $
    23,629
    
    
    
    23,629
    
    
    
    
    
    
    
    
    
    
    
    
   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



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
    
    $
    1,747,427
    
    
    $
    1,386,159
    
    
    $
    361,268
    
    
    $
    (73,722
    )
    
    
    20.67
    %
    
    
    (7.85
    )%+200
    
    
    1,791,061
    
    
    
    1,407,025
    
    
    
    384,036
    
    
    
    (50,954
    )
    
    
    21.44
    %
    
    
    (5.10
    )%+100
    
    
    1,837,241
    
    
    
    1,428,593
    
    
    
    408,648
    
    
    
    (26,342
    )
    
    
    22.24
    %
    
    
    (2.36
    )%0
    
    
    1,885,888
    
    
    
    1,450,898
    
    
    
    434,990
    
    
    
    
    
    
    
    23.07
    %
    
    
    -100
    
    
    1,927,321
    
    
    
    1,472,454
    
    
    
    454,867
    
    
    
    19,877
    
    
    
    23.60
    %
    
    
    2.88
    %
   35




---



##### Table of Contents



ITEM 4.
    
    CONTROLS AND PROCEDURES
   36




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##### Table of Contents



PART
II
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
  Any Future FDIC Insurance Premiums Will Adversely Impact Our Earnings.
  We Hold Certain Intangible Assets that Could Be Classified as Impaired in The Future. If
These Assets Are Considered To Be Either Partially or Fully Impaired in the Future, Our Earnings
and the Book Values of These Assets Would Decrease
 Goodwill and Other Intangible Assets
 A Legislative Proposal Has Been Introduced That Would Eliminate our Primary Federal Regulator,
Require the Bank to Convert to a National Bank or State Bank, and Require Northfield Bancorp, MHC
and the Company to Become Bank Holding Companies.
  37




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##### Table of Contents



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.
  Total Number of
    
    
    
    
    
    
    Total Number of SharesShares
    
    
    Average Price Paid
    
    
    Purchased as Part of PubliclyPeriod
    
    Repurchased
    
    
    Per Share
    
    
    Announced PlanApril
    
    
    78,600
    
    
    
    11.02
    
    
    
    78,600May
    
    
    177,100
    
    
    
    10.77
    
    
    
    177,100June
    
    
    139,100
    
    
    
    11.02
    
    
    
    139,100394,800
    
    
    $
    10.91
    
    
    
    394,800
 
 (1)
    
    On February 13, 2009, the Board of Directors of the Company authorized a stock
repurchase program pursuant to which the Company intends to repurchase up to 2,240,153 shares,
representing approximately 5% of its outstanding shares. This program has no expiration date
and has 1,467,803 yet to be purchased at June 30, 2009. 
 ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   38




---



##### Table of Contents



NAME
    
    FOR
    
    WITHHELDSusan Lamberti
    
    
    40,308,781
    
    
    
    387,093Albert J. Regen
    
    
    40,377,148
    
    
    
    318,726Patrick E. Scura, Jr.
    
    
    40,346,092
    
    
    
    349,782
  FOR
    
    AGAINST
    
    ABSTAIN
    
    BROKER NON-VOTES39,481,771
    
    
    1,065,525
    
    
    
    148,578
    
    
    NONE
  FOR
    
    AGAINST
    
    ABSTAIN
    
    BROKER NON-VOTES40,458,130
    
    
    168,207
    
    
    
    69,537
    
    
    NONE
 
 ITEM 5.
    
    OTHER INFORMATION
  
 ITEM 6.
    
    EXHIBITS
  39




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##### Table of Contents



SIGNATURES
  NORTHFIELD BANCORP, INC.
(Registrant)Date: August 10, 2009/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) 40




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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.
 41