##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2010or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For transition period from         to
 Commission File Number 1-33732
 
 NORTHFIELD BANCORP, INC.
 (Exact name of registrant as specified in its charter)
 
 United States of America
(State or other jurisdiction of incorporation)
    
    42-1572539
(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 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
    
    
    20Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    35Item 4. Controls and Procedures
    
    
    37PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    38Item 1A. Risk Factors
    
    
    38Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38Item 3. Defaults Upon Senior Securities
    
    
    38Item 4. [Removed and Reserved]
    
    
    38Item 5. Other Information
    
    
    38Item 6. Exhibits
    
    
    38Signatures
    
    
    39EX-31.1EX-31.2EX-32
  1




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##### Table of Contents



ITEM 1. FINANCIAL STATEMENTS
 NORTHFIELD BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2010
    
    
    2009(Unaudited)ASSETS:Cash and due from banks
    
    $
    10,927
    
    
    
    10,183Interest-bearing deposits in other financial institutions
    
    
    25,117
    
    
    
    32,361Total cash and cash equivalents
    
    
    36,044
    
    
    
    42,544Trading securities
    
    
    3,901
    
    
    
    3,403Securities available-for-sale, at estimated fair value
(encumbered $281,834 in 2010 and $219,446 in 2009)
    
    
    1,233,464
    
    
    
    1,131,803Securities held-to-maturity, at amortized cost (estimated fair value of $5,661
in 2010 and $6,930 in 2009) (encumbered $0 in 2010 and 2009)
    
    
    5,452
    
    
    
    6,740Loans held-for-sale
    
    
    759
    
    
    
    Loans held-for-investment, net
    
    
    802,598
    
    
    
    729,269Allowance for loan losses
    
    
    (20,929
    )
    
    
    (15,414
    )Net loans held-for-investment
    
    
    781,669
    
    
    
    713,855Accrued interest receivable
    
    
    8,068
    
    
    
    8,054Bank owned life insurance
    
    
    74,034
    
    
    
    43,751Federal Home Loan Bank of New York stock, at cost
    
    
    7,084
    
    
    
    6,421Premises and equipment, net
    
    
    14,498
    
    
    
    12,676Goodwill
    
    
    16,159
    
    
    
    16,159Other real estate owned
    
    
    171
    
    
    
    1,938Other assets
    
    
    12,546
    
    
    
    14,930Total assets
    
    $
    2,193,849
    
    
    
    2,002,274LIABILITIES AND STOCKHOLDERS EQUITY:LIABILITIES:Deposits
    
    $
    1,412,393
    
    
    
    1,316,885Borrowings
    
    
    342,107
    
    
    
    279,424Advance payments by borrowers for taxes and insurance
    
    
    1,829
    
    
    
    757Accrued expenses and other liabilities
    
    
    34,923
    
    
    
    13,668Total liabilities
    
    
    1,791,252
    
    
    
    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 September 30, 2010, and December 31, 2009, respectively, 43,540,653 and
43,912,148 outstanding at September 30, 2010, and December 31, 2009, respectively
    
    
    456
    
    
    
    456Additional paid-in-capital
    
    
    205,069
    
    
    
    202,479Unallocated common stock held by employee stock ownership plan
    
    
    (15,367
    )
    
    
    (15,807
    )Retained earnings
    
    
    219,722
    
    
    
    212,196Accumulated other comprehensive income
    
    
    17,830
    
    
    
    12,145Treasury stock at cost; 2,091,958 and 1,716,063 shares at September 30, 2010, and
December 31, 2009, respectively
    
    
    (25,113
    )
    
    
    (19,929
    )Total stockholders equity
    
    
    402,597
    
    
    
    391,540Total liabilities and stockholders equity
    
    $
    2,193,849
    
    
    
    2,002,274
  2




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Interest income:Loans
    
    $
    11,908
    
    
    
    10,251
    
    
    $
    34,299
    
    
    
    28,075Mortgage-backed securities
    
    
    8,224
    
    
    
    10,382
    
    
    
    25,837
    
    
    
    32,420Other securities
    
    
    1,457
    
    
    
    1,024
    
    
    
    4,220
    
    
    
    1,828Federal Home Loan Bank of New York dividends
    
    
    75
    
    
    
    113
    
    
    
    233
    
    
    
    300Deposits in other financial institutions
    
    
    18
    
    
    
    85
    
    
    
    132
    
    
    
    727Total interest income
    
    
    21,682
    
    
    
    21,855
    
    
    
    64,721
    
    
    
    63,350Interest expense:Deposits
    
    
    3,197
    
    
    
    4,345
    
    
    
    10,531
    
    
    
    13,888Borrowings
    
    
    2,807
    
    
    
    2,733
    
    
    
    8,046
    
    
    
    8,087Total interest expense
    
    
    6,004
    
    
    
    7,078
    
    
    
    18,577
    
    
    
    21,975Net interest income
    
    
    15,678
    
    
    
    14,777
    
    
    
    46,144
    
    
    
    41,375Provision for loan losses
    
    
    3,398
    
    
    
    2,723
    
    
    
    8,126
    
    
    
    7,466Net interest income after provision for loan losses
    
    
    12,280
    
    
    
    12,054
    
    
    
    38,018
    
    
    
    33,909Non-interest income:Fees and service charges for customer services
    
    
    631
    
    
    
    691
    
    
    
    1,920
    
    
    
    2,066Income on bank owned life insurance
    
    
    565
    
    
    
    440
    
    
    
    1,502
    
    
    
    1,311Gain on securities transactions, net
    
    
    423
    
    
    
    337
    
    
    
    1,568
    
    
    
    477Other-than-temporary impairment losses on securities
    
    
    (962
    )
    
    
    (1,365
    )
    
    
    (962
    )
    
    
    (1,365
    )Portion recognized in other comprehensive income (before taxes)
    
    
    808
    
    
    
    1,189
    
    
    
    808
    
    
    
    1,189Net impairment losses on securities recognized in earnings
    
    
    (154
    )
    
    
    (176
    )
    
    
    (154
    )
    
    
    (176
    )Other
    
    
    36
    
    
    
    65
    
    
    
    254
    
    
    
    172Total non-interest income
    
    
    1,501
    
    
    
    1,357
    
    
    
    5,090
    
    
    
    3,850Non-interest expense:Compensation and employee benefits
    
    
    4,830
    
    
    
    4,484
    
    
    
    13,829
    
    
    
    12,573Occupancy
    
    
    1,332
    
    
    
    1,118
    
    
    
    3,711
    
    
    
    3,311Furniture and equipment
    
    
    267
    
    
    
    264
    
    
    
    798
    
    
    
    821Data processing
    
    
    644
    
    
    
    595
    
    
    
    1,893
    
    
    
    2,028FDIC insurance
    
    
    452
    
    
    
    408
    
    
    
    1,337
    
    
    
    1,885Professional fees
    
    
    2,220
    
    
    
    519
    
    
    
    3,074
    
    
    
    1,521Other
    
    
    1,426
    
    
    
    1,041
    
    
    
    4,107
    
    
    
    3,133Total non-interest expense
    
    
    11,171
    
    
    
    8,429
    
    
    
    28,749
    
    
    
    25,272Income before income tax expense
    
    
    2,610
    
    
    
    4,982
    
    
    
    14,359
    
    
    
    12,487Income tax expense
    
    
    215
    
    
    
    1,795
    
    
    
    4,397
    
    
    
    4,443Net income
    
    $
    2,395
    
    
    
    3,187
    
    
    $
    9,962
    
    
    
    8,044Basic and diluted earnings per share
    
    $
    0.06
    
    
    
    0.08
    
    
    $
    0.24
    
    
    
    0.19
  3




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Common StockUnallocatedcommon 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,044
    
    
    
    
    
    
    
    
    
    
    
    8,044Change in accumulated comprehensive
income (loss), net of tax of $10,615
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,284
    
    
    
    
    
    
    
    14,284Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,328ESOP shares allocated
or committed to be released
    
    
    
    
    
    
    
    
    
    
    49
    
    
    
    438
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    487Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    2,187
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,187Dividends declared ($0.12 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,329
    )
    
    
    
    
    
    
    
    
    
    
    (2,329
    )Issuance of restricted stock
    
    
    836,650
    
    
    
    8
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury stock (average cost of $11.05
per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,981
    )
    
    
    (12,981
    )Balance at September 30, 2009
    
    
    45,639,711
    
    
    
    456
    
    
    
    201,681
    
    
    
    (15,953
    )
    
    
    208,800
    
    
    
    14,267
    
    
    
    (12,981
    )
    
    
    396,270Balance at December 31, 2009
    
    
    45,628,211
    
    
    
    456
    
    
    
    202,479
    
    
    
    (15,807
    )

    
    
    212,196
    
    
    
    12,145
    
    
    
    (19,929
    )

    
    
    391,540Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,962
    
    
    
    
    
    
    
    
    
    
    
    9,962Change in accumulated comprehensive
income, net of tax of $3,541
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,685
    
    
    
    
    
    
    
    5,685Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,647ESOP shares allocated
or committed to be released
    
    
    
    
    
    
    
    
    
    
    144
    
    
    
    440
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    584Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    2,215
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,215Additional tax benefit on equity awards
    
    
    
    
    
    
    
    
    
    
    231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    231Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26
    )
    
    
    
    
    
    
    163
    
    
    
    137Dividends declared ($0.14 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,410
    )
    
    
    
    
    
    
    
    
    
    
    (2,410
    )Issuance of Restricted Stock
    
    
    4,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury stock (average cost of
$12.00 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,347
    )
    
    
    (5,347
    )Balance at September 30, 2010
    
    
    45,632,611
    
    
    $
    456
    
    
    
    205,069
    
    
    
    (15,367
    )
    
    
    219,722
    
    
    
    17,830
    
    
    
    (25,113
    )
    
    
    402,597
  4




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine months endedSeptember 30,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    9,962
    
    
    
    8,044Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    8,126
    
    
    
    7,466ESOP and stock compensation expense
    
    
    2,799
    
    
    
    2,674Depreciation
    
    
    1,313
    
    
    
    1,190Amortization of premiums, and deferred loan costs, net of (accretion) of discounts,
and deferred loan fees
    
    
    793
    
    
    
    (1,218
    )Amortization of mortgage servicing rights
    
    
    99
    
    
    
    84Income on bank owned life insurance
    
    
    (1,502
    )
    
    
    (1,311
    )Gain on sale of premises and equipment
    
    
    (197
    )
    
    
    Net gain on sale of loans held-for-sale
    
    
    (18
    )
    
    
    (98
    )Proceeds from sale of loans held-for-sale
    
    
    2,404
    
    
    
    6,313Origination of loans held-for-sale
    
    
    (3,145
    )
    
    
    (6,572
    )Gain on securities transactions, net
    
    
    (1,568
    )
    
    
    (477
    )Net impairment losses on securities recognized in earnings
    
    
    154
    
    
    
    176Net purchases of trading securities
    
    
    (102
    )
    
    
    (377
    )(Increase) decrease in accrued interest receivable
    
    
    (14
    )
    
    
    428Increase in other assets
    
    
    (19
    )
    
    
    (4,383
    )Increase in accrued expenses and other liabilities
    
    
    1,242
    
    
    
    1,684Amortization of core deposit intangible
    
    
    130
    
    
    
    284Net cash provided by operating activities
    
    
    20,457
    
    
    
    13,907Cash flows from investing activities:Net increase in loans receivable
    
    
    (76,731
    )
    
    
    (78,900
    )(Purchases) redemptions of Federal Home Loan Bank of New York stock, net
    
    
    (663
    )
    
    
    2,809Purchases of securities available-for-sale
    
    
    (597,759
    )
    
    
    (470,320
    )Principal payments and maturities on securities available-for-sale
    
    
    365,339
    
    
    
    309,482Principal payments and maturities on securities held-to-maturity
    
    
    1,292
    
    
    
    3,497Proceeds from sale of securities available-for-sale
    
    
    161,010
    
    
    
    1,998Purchases of certificates of deposit in other financial institutions
    
    
    
    
    
    
    (63
    )Proceeds from maturities of certificates of deposit in other financial institutions
    
    
    
    
    
    
    53,716Purchase of bank owned life insurance
    
    
    (28,781
    )
    
    
    Proceeds from sale of other real estate owned
    
    
    400
    
    
    
    Proceeds from the sale of premises and equipment
    
    
    394
    
    
    
    Purchases and improvements of premises and equipment
    
    
    (3,332
    )
    
    
    (3,795
    )Net cash used in investing activities
    
    
    (178,831
    )
    
    
    (181,576
    )Cash flows from financing activities:Net increase in deposits
    
    
    95,508
    
    
    
    268,994Dividends paid
    
    
    (2,410
    )
    
    
    (2,329
    )Exercise of stock options
    
    
    137
    
    
    
    Purchase of treasury stock
    
    
    (5,347
    )
    
    
    (12,981
    )Additional tax benefit on equity awards
    
    
    231
    
    
    
    Increase (decrease) in advance payments by borrowers for taxes and insurance
    
    
    1,072
    
    
    
    (1,360
    )Repayments under capital lease obligations
    
    
    (138
    )
    
    
    (119
    )Proceeds from borrowings
    
    
    235,501
    
    
    
    102,015Repayments related to borrowings
    
    
    (172,680
    )
    
    
    (150,500
    )Net cash provided by financing activities
    
    
    151,874
    
    
    
    203,720Net (decrease) increase in cash and cash equivalents
    
    
    (6,500
    )
    
    
    36,051Cash and cash equivalents at beginning of period
    
    
    42,544
    
    
    
    50,128Cash and cash equivalents at end of period
    
    $
    36,044
    
    
    
    86,179Supplemental cash flow information:Cash paid during the period for:Interest
    
    $
    18,625
    
    
    
    22,465Income taxes
    
    
    7,839
    
    
    
    6,943Non-cash transactions:Loans charged-off, net
    
    
    2,611
    
    
    
    2,048Other real estate owned charged-off
    
    
    146
    
    
    
    Loan to finance sale of other real estate owned
    
    
    900
    
    
    
    Due to broker for purchases of securities available-for-sale
    
    
    20,013
    
    
    
    
  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
  September 30, 2010Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    valueMortgage-backed securities:Pass-through certificates:Government sponsored
enterprises (GSE)
    
    $
    304,726
    
    
    
    16,362
    
    
    
    
    
    
    
    321,088Non-GSE
    
    
    31,159
    
    
    
    1,155
    
    
    
    1,099
    
    
    
    31,215Real estate mortgage investment conduits (REMICs):GSE
    
    
    572,160
    
    
    
    6,045
    
    
    
    16
    
    
    
    578,189Non-GSE
    
    
    78,230
    
    
    
    4,785
    
    
    
    52
    
    
    
    82,963986,275
    
    
    
    28,347
    
    
    
    1,167
    
    
    
    1,013,455Other securities:Equity investments-mutual funds
    
    
    15,825
    
    
    
    88
    
    
    
    60
    
    
    
    15,853GSE bonds
    
    
    95,003
    
    
    
    480
    
    
    
    
    
    
    
    95,483Corporate bonds
    
    
    106,138
    
    
    
    2,535
    
    
    
    
    
    
    
    108,673216,966
    
    
    
    3,103
    
    
    
    60
    
    
    
    220,009Total securities available-for-sale
    
    $
    1,203,241
    
    
    
    31,450
    
    
    
    1,227
    
    
    
    1,233,464
 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
    
    $
    15,732
    
    
    
    15,967Due after one year through five years
    
    
    185,409
    
    
    
    188,189$
    201,141
    
    
    
    204,156
    7




---



##### Table of Contents



Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance, beginning of period
    
    $
    176
    
    
    
    
    
    
    
    176
    
    
    
    Additions to the credit component on debt securities in which other-than-temporary
impairment was not previously recognized
    
    
    154
    
    
    
    176
    
    
    
    154
    
    
    
    176Cumulative pre-tax credit losses, end of period
    
    $
    330
    
    
    
    176
    
    
    
    330
    
    
    
    176
  September 30, 2010Less than 12 months
    
    
    12 months or more
    
    
    TotalUnrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimatedlosses
    
    
    fair value
    
    
    losses
    
    
    fair value
    
    
    losses
    
    
    fair valueMortgage-backed securities:Pass-through certificates:Non-GSE
    
    $
    
    
    
    
    
    
    
    
    1,099
    
    
    
    10,475
    
    
    
    1,099
    
    
    
    10,475REMICsGSE
    
    
    16
    
    
    
    5,090
    
    
    
    
    
    
    
    
    
    
    
    16
    
    
    
    5,090Non-GSE
    
    
    
    
    
    
    
    
    
    
    52
    
    
    
    1,269
    
    
    
    52
    
    
    
    1,269Equity investments-mutual funds
    
    
    60
    
    
    
    4,940
    
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    4,940Total
    
    $
    76
    
    
    
    10,030
    
    
    
    1,151
    
    
    
    11,744
    
    
    
    1,227
    
    
    
    21,774
 December 31, 2009Less than 12 months
    
    
    12 months or more
    
    
    TotalUnrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimatedlosses
    
    
    fair value
    
    
    losses
    
    
    fair value
    
    
    losses
    
    
    fair valueMortgage-backed securities:Pass-through certificates:Non-GSE
    
    $
    1
    
    
    
    1,462
    
    
    
    3,695
    
    
    
    27,832
    
    
    
    3,696
    
    
    
    29,294REMICsGSE
    
    
    429
    
    
    
    116,478
    
    
    
    1
    
    
    
    16,507
    
    
    
    430
    
    
    
    132,985Non-GSE
    
    
    189
    
    
    
    6,970
    
    
    
    
    
    
    
    
    
    
    
    189
    
    
    
    6,970GSE bonds
    
    
    11
    
    
    
    4,019
    
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    4,019Corporate bonds
    
    
    50
    
    
    
    16,017
    
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    16,017Total
    
    $
    680
    
    
    
    144,946
    
    
    
    3,696
    
    
    
    44,339
    
    
    
    4,376
    
    
    
    189,285
  8




---



##### Table of Contents



Note 3  Net Loans Held-for-Investment
  September 30,
    
    
    December 31,2010
    
    
    2009Real estate loans:Commercial mortgage
    
    $
    341,098
    
    
    
    327,802One- to- four family residential mortgage
    
    
    82,045
    
    
    
    90,898Construction and land
    
    
    36,542
    
    
    
    44,548Multifamily
    
    
    245,169
    
    
    
    178,401Home equity and lines of credit
    
    
    29,710
    
    
    
    26,118Total real estate loans
    
    
    734,564
    
    
    
    667,767Commercial and industrial loans
    
    
    16,239
    
    
    
    19,252Insurance premium loans
    
    
    49,518
    
    
    
    40,382Other loans
    
    
    1,464
    
    
    
    1,299Total commercial and industrial, insurance premium, and other loans
    
    
    67,221
    
    
    
    60,933Total loans held-for-investment
    
    
    801,785
    
    
    
    728,700Deferred loan cost, net
    
    
    813
    
    
    
    569Loans held-for-investment, net
    
    
    802,598
    
    
    
    729,269Allowance for loan losses
    
    
    (20,929
    )
    
    
    (15,414
    )Net loans held-for-investment
    
    $
    781,669
    
    
    
    713,855
   9




---



##### Table of Contents



Activity in the allowance for loan losses is as follows (in thousands):
 At or for thenine months endedSeptember 30,2010
    
    
    2009Beginning balance
    
    $
    15,414
    
    
    
    8,778Provision for loan losses
    
    
    8,126
    
    
    
    7,466Charge-offs, net
    
    
    (2,611
    )
    
    
    (2,048
    )Ending balance
    
    $
    20,929
    
    
    
    14,196
   September 30,
    
    
    December 31,2010
    
    
    2009Non-accruing loans
    
    $
    37,882
    
    
    
    30,914Non-accruing loans subject to
restructuring agreements
    
    
    17,261
    
    
    
    10,717Total non-accruing loans
    
    
    55,143
    
    
    
    41,631Loans 90 days or more past maturity
and still accruing
    
    
    248
    
    
    
    191Total non-performing loans
    
    $
    55,391
    
    
    
    41,822Loans subject to restructuring
agreements and still accruing
    
    $
    11,218
    
    
    
    7,250
 10




---



##### Table of Contents



September 30, 2010AllowanceRecorded
    
    
    for Loan
    
    
    NetInvestment
    
    
    Losses
    
    
    InvestmentNon-accruing loans
    
    $
    31,199
    
    
    
    (555
    )
    
    
    30,644Non-accruing loans subject to restructuring
agreements
    
    
    17,261
    
    
    
    (1,067
    )
    
    
    16,194Impaired non-accruing loans
    
    
    48,460
    
    
    
    (1,622
    )
    
    
    46,838Accruing loans subject to restructuring
agreements
    
    
    11,218
    
    
    
    (374
    )
    
    
    10,844Total impaired loans
    
    $
    59,678
    
    
    
    (1,996
    )
    
    
    57,682
 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
    )
    
    
    10,308Impaired non-accruing loans
    
    
    36,830
    
    
    
    (2,005
    )
    
    
    34,825Accruing loans subject to restructuring
agreements
    
    
    7,250
    
    
    
    (395
    )
    
    
    6,855Total impaired loans
    
    $
    44,080
    
    
    
    (2,400
    )
    
    
    41,680
    11




---



##### Table of Contents



Note 4  Deposits
  September 30,
    
    
    December 31,2010
    
    
    2009Non-interest-bearing demand
    
    $
    133,677
    
    
    
    110,015Interest-bearing negotiable orders of withdrawal (NOW)
    
    
    74,051
    
    
    
    62,904Savings-passbook, statement, tiered, and money market
    
    
    636,373
    
    
    
    564,593Certificates of deposit
    
    
    568,292
    
    
    
    579,373$
    1,412,393
    
    
    
    1,316,885
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Negotiable order of withdrawal, savings-passbook, statement,
tiered, and money market
    
    $
    1,222
    
    
    
    1,484
    
    
    
    3,907
    
    
    
    4,589Certificates of deposit
    
    
    1,975
    
    
    
    2,861
    
    
    
    6,624
    
    
    
    9,299$
    3,197
    
    
    
    4,345
    
    
    
    10,531
    
    
    
    13,888
 Note 5 Equity Incentive Plan
  Weighted
    
    
    Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AverageNumber of
    
    
    Grant Date
    
    
    Exercise
    
    
    ContractualStock Options
    
    
    Fair Value
    
    
    Price
    
    
    Life (years)Outstanding- December 31, 2009
    
    
    2,083,400
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    9.08Granted
    
    
    3,000
    
    
    
    4.66
    
    
    
    13.24
    
    
    
    9.33Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (13,860
    )
    
    
    3.22
    
    
    
    9.94
    
    
    
    Outstanding- September 30, 2010
    
    
    2,072,540
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    8.34Exercisable- September 30, 2010
    
    
    424,020
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    8.33
    12




---



##### Table of Contents



WeightedNumber of
    
    
    AverageShares
    
    
    Grant DateAwarded
    
    
    Fair ValueNon-vested at December 31, 2009
    
    
    825,150
    
    
    $
    9.94Granted
    
    
    4,400
    
    
    
    13.24Vested
    
    
    (175,670
    )
    
    
    9.94Forfeited
    
    
    
    
    
    
    Non-vested at September 30, 2010
    
    
    653,880
    
    
    $
    9.97
   Note 6- Fair Value Measurements
  
    
    Level 1 Inputs  Unadjusted quoted prices in active markets for identical
assets or liabilities that the reporting entity has the ability to access at the
measurement date.
    
    Level 2 Inputs  Inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly. These
include quoted prices for similar assets or liabilities in active markets, quoted
prices for identical or similar assets or liabilities in markets that are not
active, inputs other than quoted prices that are observable for the asset or
liability (for example, interest rates, volatilities, prepayment speeds, loss
severities, credit risks and default rates) or inputs that are derived principally
from or corroborated by observable market data by correlations or other means.
    
    Level 3 Inputs  Significant unobservable inputs that reflect the Companys own
assumptions that market participants would use in pricing the assets or
liabilities.
 13




---



##### Table of Contents



Fair Value Measurements at Reporting Date Using:Quoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    Inputs(in thousands)
    
    September 30, 2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Measured on a recurring basis:Assets:Investment securities:Available-for-sale:Mortgage-backed securitiesGSE
    
    $
    899,277
    
    
    
    
    
    
    
    899,277
    
    
    
    Non-GSE
    
    
    114,178
    
    
    
    
    
    
    
    114,178
    
    
    
    Corporate bonds
    
    
    108,673
    
    
    
    
    
    
    
    108,673
    
    
    
    GSE bonds
    
    
    95,483
    
    
    
    
    
    
    
    95,483
    
    
    
    Equities
    
    
    15,853
    
    
    
    15,853
    
    
    
    
    
    
    
    Total available-for-sale
    
    
    1,233,464
    
    
    
    15,853
    
    
    
    1,217,611
    
    
    
    Trading securities
    
    
    3,901
    
    
    
    3,901
    
    
    
    
    
    
    
    Total
    
    $
    1,237,365
    
    
    
    19,754
    
    
    
    1,217,611
    
    
    
    Measured on a non-recurring basis:Assets:Impaired loans:Real estate loans:Commercial mortgage (CRE)
    
    $
    23,605
    
    
    
    
    
    
    
    
    
    
    
    23,605One- to- four family residential mortgage
    
    
    1,377
    
    
    
    
    
    
    
    
    
    
    
    1,377Construction and land
    
    
    4,036
    
    
    
    
    
    
    
    
    
    
    
    4,036Multifamily
    
    
    3,528
    
    
    
    
    
    
    
    
    
    
    
    3,528Total impaired loans
    
    
    32,546
    
    
    
    
    
    
    
    
    
    
    
    32,546Other real estate owned (CRE)
    
    
    171
    
    
    
    
    
    
    
    
    
    
    
    171Total
    
    $
    32,717
    
    
    
    
    
    
    
    
    
    
    
    32,717
 Fair Value Measurements at Reporting Date Using:Quoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsSeptember 31, 2010
    
    
    (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
 14




---



##### 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)
  15




---



##### 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
  16




---



##### Table of Contents



September 30,
    
    
    December 31,2010
    
    
    2009Estimated
    
    
    
    
    
    
    EstimatedCarrying
    
    
    Fair
    
    
    Carrying
    
    
    Fairvalue
    
    
    value
    
    
    value
    
    
    valueFinancial assets:Cash and cash equivalents
    
    $
    36,044
    
    
    
    36,044
    
    
    
    42,544
    
    
    
    42,544Trading securities
    
    
    3,901
    
    
    
    3,901
    
    
    
    3,403
    
    
    
    3,403Securities available-for-
sale
    
    
    1,233,464
    
    
    
    1,233,464
    
    
    
    1,131,803
    
    
    
    1,131,803Securities held-to-
maturity
    
    
    5,452
    
    
    
    5,661
    
    
    
    6,740
    
    
    
    6,930Federal Home Loan Bank of
New York stock, at cost
    
    
    7,084
    
    
    
    7,084
    
    
    
    6,421
    
    
    
    6,421Net loansheld-for-investment
    
    
    781,669
    
    
    
    788,095
    
    
    
    713,855
    
    
    
    726,475Financial liabilities:Deposits
    
    $
    1,412,393
    
    
    
    1,416,237
    
    
    
    1,316,885
    
    
    
    1,319,612Borrowings
    
    
    342,107
    
    
    
    360,613
    
    
    
    279,424
    
    
    
    288,737Advance payments by
borrowers
    
    
    1,829
    
    
    
    1,829
    
    
    
    757
    
    
    
    757
 Limitations
   Note 7 Earnings Per Share
   17




---



##### Table of Contents



For the three months ended
    
    
    For the nine months endedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income available to common stockholders
    
    $
    2,395
    
    
    
    3,187
    
    
    
    9,962
    
    
    
    8,044Weighted average shares outstanding-basic
    
    
    41,341,567
    
    
    
    42,212,440
    
    
    
    41,422,228
    
    
    
    42,639,492Effect of non-vested restricted stock and stock
options outstanding
    
    
    157,055
    
    
    
    162,828
    
    
    
    279,248
    
    
    
    90,426Weighted average shares outstanding-diluted
    
    
    41,498,622
    
    
    
    42,375,268
    
    
    
    41,701,476
    
    
    
    42,729,918Earnings per share-basic
    
    $
    0.06
    
    
    
    0.08
    
    
    
    0.24
    
    
    
    0.19Earnings per share-diluted
    
    $
    0.06
    
    
    
    0.08
    
    
    
    0.24
    
    
    
    0.19
 Note 8  Plan of Conversion and Reorganization
    Note 9  Stock Repurchase Program
   Note 10  Recent Accounting Pronouncements
 Consolidation
 18




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##### Table of Contents



Transfers and Servicing
   19




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Cautionary Statement Regarding Forward-Looking Statements
  
    
    statements of our goals, intentions, and expectations;
 
    
    statements regarding our business plans, prospects, growth, and operating
strategies;
 
    
    statements regarding the asset quality of our loan and investment portfolios; and
 
    
    estimates of our risks and future costs and benefits.
  
    
    the effect of the current financial economic downturn on our loan portfolio,
investment portfolio, and deposit and other customers;
 
    
    significantly increased competition among depository and other financial
institutions;
 
    
    inflation and changes in the interest rate environment or other changes that reduce
our interest margins or reduce the fair value of financial instruments;
 
    
    general economic conditions, either nationally or in our market areas, that are
worse than expected;
 
    
    adverse changes in the securities markets;
 
    
    legislative or regulatory changes that adversely affect our business;
 
    
    our ability to enter new markets successfully and take advantage of growth
opportunities, and the possible dilutive effect of potential acquisitions or de novo
branches, if any;
 
    
    changes in consumer spending, borrowing and savings habits;
 
    
    changes in accounting policies and practices, as may be adopted by bank regulatory
agencies, the Financial Accounting Standards Board, the Public Company Accounting
Oversight Board and other promulgating authorities;
 
    
    inability of borrowers and/or third-party providers to perform their obligations to
us;
 
    
    the effect of recent governmental legislation restructuring the U.S. financial and
regulatory system;
 
    
    the effect of developments in the secondary market affecting our loan pricing;
 
    
    the level of future deposit insurance premiums; and
 
    
    changes in our organization, compensation and benefit plans.
  Critical Accounting Policies
  20




---



##### Table of Contents



Overview
    Comparison of Financial Condition at September 30, 2010, and December 31, 2009
       21




---



##### Table of Contents



®
  22




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##### Table of Contents



Comparison of Operating Results for the Three Months Ended September 30, 2010 and 2009
 Net income
 Interest income .
 Interest expense .
 Net Interest Income .
 23




---



##### Table of Contents



Provision for Loan Losses .
 Non-interest Income .
 Non-interest Expense .
 Income Tax Expense .
 Comparison of Operating Results for the Nine Months Ended September 30, 2010 and 2009
 Net Income .
 Interest income .
 24




---



##### Table of Contents



Interest expense .
 Net Interest Income .
 Provision for Loan Losses .
 Non-interest Income .
 25




---



##### Table of Contents



Non-interest Expense .
 Income Tax Expense .
 26




---



##### Table of Contents



For the Three Months Ended September 30,2010
    
    
    2009Average Outstanding
    
    
    
    
    
    
    Average
    
    
    Average Outstanding
    
    
    
    
    
    
    AverageBalance
    
    
    Interest
    
    
    Yield/ Rate (1)
    
    
    Balance
    
    
    Interest
    
    
    Yield/ Rate (1)Interest-earning assets:Loans (5)
    
    $
    793,600
    
    
    $
    11,908
    
    
    
    5.95
    %
    
    $
    659,247
    
    
    $
    10,251
    
    
    
    6.17
    %Mortgage-backed securities
    
    
    958,409
    
    
    
    8,224
    
    
    
    3.40
    
    
    
    922,723
    
    
    
    10,382
    
    
    
    4.46Other securities
    
    
    256,146
    
    
    
    1,457
    
    
    
    2.26
    
    
    
    149,291
    
    
    
    1,024
    
    
    
    2.72Federal Home Loan Bank of New York stock
    
    
    7,426
    
    
    
    75
    
    
    
    4.01
    
    
    
    7,056
    
    
    
    113
    
    
    
    6.35Interest-earning deposits in financial institutions
    
    
    26,541
    
    
    
    18
    
    
    
    0.27
    
    
    
    91,970
    
    
    
    85
    
    
    
    0.37Total interest-earning assets
    
    
    2,042,122
    
    
    
    21,682
    
    
    
    4.21
    
    
    
    1,830,287
    
    
    
    21,855
    
    
    
    4.74Non-interest-earning assets
    
    
    125,438
    
    
    
    
    
    
    
    
    
    
    
    95,418Total assets
    
    
    2,167,560
    
    
    
    
    
    
    
    
    
    
    
    1,925,705Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    
    673,243
    
    
    
    1,223
    
    
    
    0.72
    
    
    
    576,055
    
    
    
    1,484
    
    
    
    1.02Certificates of deposit
    
    
    626,309
    
    
    
    1,974
    
    
    
    1.25
    
    
    
    537,865
    
    
    
    2,861
    
    
    
    2.11Total interest-bearing deposits
    
    
    1,299,552
    
    
    
    3,197
    
    
    
    0.98
    
    
    
    1,113,920
    
    
    
    4,345
    
    
    
    1.55Borrowed funds
    
    
    338,094
    
    
    
    2,807
    
    
    
    3.29
    
    
    
    306,335
    
    
    
    2,733
    
    
    
    3.54Total interest-bearing liabilities
    
    
    1,637,646
    
    
    
    6,004
    
    
    
    1.45
    
    
    
    1,420,255
    
    
    
    7,078
    
    
    
    1.98Non-interest bearing deposit accounts
    
    
    115,614
    
    
    
    
    
    
    
    
    
    
    
    100,299Accrued expenses and other liabilities
    
    
    11,704
    
    
    
    
    
    
    
    
    
    
    
    13,144Total liabilities
    
    
    1,764,964
    
    
    
    
    
    
    
    
    
    
    
    1,533,698Stockholders equity
    
    
    402,596
    
    
    
    
    
    
    
    
    
    
    
    392,007Total liabilities and stockholders equity
    
    
    2,167,560
    
    
    
    
    
    
    
    
    
    
    
    1,925,705Net interest income
    
    
    
    
    
    $
    15,678
    
    
    
    
    
    
    
    
    
    
    $
    14,777Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.76
    
    
    
    
    
    
    
    
    
    
    
    2.76Net interest-earning assets (3)
    
    $
    404,476
    
    
    
    
    
    
    
    
    
    
    $
    410,032Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.05
    
    
    
    
    
    
    
    
    
    
    
    3.20Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    124.70
    %
    
    
    
    
    
    
    
    
    
    
    128.87
    %
 
 (1)
    
    Average yields and rates for the three months ended September 30, 2010 and 2009, are
annualized.(2)
    
    Net interest rate spread represents the difference between the weighted average yield
on interest-earning assets and the weighted average cost of interest-bearing liabilities.(3)
    
    Net interest-earning assets represent total interest-earning assets less total
interest-bearing liabilities.(4)
    
    Net interest margin represents net interest income divided by average total
interest-earning assets.(5)
    
    Loans include non-accrual loans. 27




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##### Table of Contents



NORTHFIELD BANCORP, INC.
 For the Nine Months Ended September 30,2010
    
    
    2009Average Outstanding
    
    
    
    
    
    
    Average
    
    
    Average Outstanding
    
    
    
    
    
    
    AverageBalance
    
    
    Interest
    
    
    Yield/ Rate (1)
    
    
    Balance
    
    
    Interest
    
    
    Yield/ Rate (1)Interest-earning assets:Loans (5)
    
    $
    761,969
    
    
    $
    34,299
    
    
    
    6.02
    %
    
    $
    633,660
    
    
    $
    28,075
    
    
    
    5.92
    %Mortgage-backed securities
    
    
    920,864
    
    
    
    25,837
    
    
    
    3.75
    
    
    
    926,679
    
    
    
    32,420
    
    
    
    4.68Other securities
    
    
    245,731
    
    
    
    4,220
    
    
    
    2.30
    
    
    
    83,284
    
    
    
    1,828
    
    
    
    2.93Federal Home Loan Bank of New York stock
    
    
    6,661
    
    
    
    233
    
    
    
    4.68
    
    
    
    7,670
    
    
    
    300
    
    
    
    5.23Interest-earning deposits in financial institutions
    
    
    53,250
    
    
    
    132
    
    
    
    0.33
    
    
    
    93,857
    
    
    
    727
    
    
    
    1.04Total interest-earning assets
    
    
    1,988,475
    
    
    
    64,721
    
    
    
    4.35
    
    
    
    1,745,150
    
    
    
    63,350
    
    
    
    4.85Non-interest-earning assets
    
    
    114,515
    
    
    
    
    
    
    
    
    
    
    
    92,182Total assets
    
    
    2,102,990
    
    
    
    
    
    
    
    
    
    
    
    1,837,332Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    
    668,854
    
    
    
    3,907
    
    
    
    0.78
    
    
    
    551,009
    
    
    
    4,589
    
    
    
    1.11Certificates of deposit
    
    
    590,303
    
    
    
    6,624
    
    
    
    1.50
    
    
    
    482,796
    
    
    
    9,299
    
    
    
    2.58Total interest-bearing deposits
    
    
    1,259,157
    
    
    
    10,531
    
    
    
    1.12
    
    
    
    1,033,805
    
    
    
    13,888
    
    
    
    1.80Borrowed funds
    
    
    323,654
    
    
    
    8,046
    
    
    
    3.32
    
    
    
    301,110
    
    
    
    8,087
    
    
    
    3.59Total interest-bearing liabilities
    
    
    1,582,811
    
    
    
    18,577
    
    
    
    1.57
    
    
    
    1,334,915
    
    
    
    21,975
    
    
    
    2.20Non-interest bearing deposit accounts
    
    
    112,777
    
    
    
    
    
    
    
    
    
    
    
    97,980Accrued expenses and other liabilities
    
    
    9,431
    
    
    
    
    
    
    
    
    
    
    
    14,425Total liabilities
    
    
    1,705,019
    
    
    
    
    
    
    
    
    
    
    
    1,447,320Stockholders equity
    
    
    397,971
    
    
    
    
    
    
    
    
    
    
    
    390,012Total liabilities and stockholders equity
    
    
    2,102,990
    
    
    
    
    
    
    
    
    
    
    
    1,837,332Net interest income
    
    
    
    
    
    $
    46,144
    
    
    
    
    
    
    
    
    
    
    $
    41,375Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.78
    
    
    
    
    
    
    
    
    
    
    
    2.65Net interest-earning assets (3)
    
    $
    405,664
    
    
    
    
    
    
    
    
    
    
    $
    410,235Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.10
    
    
    
    
    
    
    
    
    
    
    
    3.17Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    125.63
    %
    
    
    
    
    
    
    
    
    
    
    130.73
    %
 
 (1)
    
    Average yields and rates for the nine months ended September 30, 2010 and 2009, are
annualized.(2)
    
    Net interest rate spread represents the difference between the weighted average yield
on interest-earning assets and the weighted average cost of interest-bearing liabilities.(3)
    
    Net interest-earning assets represent total interest-earning assets less total
interest-bearing liabilities.(4)
    
    Net interest margin represents net interest income divided by average total
interest-earning assets.(5)
    
    Loans include non-accrual loans. 28




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##### Table of Contents



Loan Quality
  September 30,
    
    
    June 30,
    
    
    March 31,
    
    
    December 31,
    
    
    September 30,2010
    
    
    2010
    
    
    2010
    
    
    2009
    
    
    2009Non-accruing loans
    
    $
    37,882
    
    
    
    34,007
    
    
    
    31,248
    
    
    
    30,914
    
    
    
    19,232Non-accruing loans subject to
restructuring agreements
    
    
    17,261
    
    
    
    17,417
    
    
    
    13,090
    
    
    
    10,717
    
    
    
    11,003Total non-accruing loans
    
    
    55,143
    
    
    
    51,424
    
    
    
    44,338
    
    
    
    41,631
    
    
    
    30,235Loans 90 days or more past due
and still accruing
    
    
    248
    
    
    
    77
    
    
    
    5,710
    
    
    
    191
    
    
    
    5,487Total non-performing loans
    
    
    55,391
    
    
    
    51,501
    
    
    
    50,048
    
    
    
    41,822
    
    
    
    35,722Other real estate owned
    
    
    171
    
    
    
    1,362
    
    
    
    1,533
    
    
    
    1,938
    
    
    
    933Total non-performing assets
    
    $
    55,562
    
    
    
    52,863
    
    
    
    51,581
    
    
    
    43,760
    
    
    
    36,655Loans subject to restructuring
agreements and still accruing
    
    $
    11,218
    
    
    
    10,708
    
    
    
    8,817
    
    
    
    7,250
    
    
    
    7,258Accruing loans 30 to 89 days delinquent
    
    $
    35,190
    
    
    
    30,619
    
    
    
    38,371
    
    
    
    28,283
    
    
    
    35,466Non-performing loans to total loans held
for investment, net
    
    
    6.90
    %
    
    
    6.66
    %
    
    
    6.79
    %
    
    
    5.73
    %
    
    
    5.36
    %Non-performing assets to total assets
    
    
    2.53
    %
    
    
    2.39
    %
    
    
    2.46
    %
    
    
    2.19
    %
    
    
    1.84
    %
    29




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##### Table of Contents



September 30, 2010Days Past Due0 to 29
    
    
    30 to 89
    
    
    90 or more
    
    
    TotalReal estate loans:Commercial
    
    $
    8,789
    
    
    
    11,681
    
    
    
    21,468
    
    
    
    41,938One -to- four family residential
    
    
    136
    
    
    
    576
    
    
    
    594
    
    
    
    1,306Construction and land
    
    
    4,036
    
    
    
    
    
    
    
    875
    
    
    
    4,911Multifamily
    
    
    423
    
    
    
    511
    
    
    
    4,488
    
    
    
    5,422Home equity and lines of credit
    
    
    
    
    
    
    
    
    
    
    181
    
    
    
    181Commercial and industrial loans
    
    
    
    
    
    
    274
    
    
    
    1,057
    
    
    
    1,331Insurance premium loans
    
    
    
    
    
    
    
    
    
    
    54
    
    
    
    54Total non-accruing loans
    
    $
    13,384
    
    
    
    13,042
    
    
    
    28,717
    
    
    
    55,143
 December 31, 2009Days Past Due0 to 29
    
    
    30 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
 30




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##### Table of Contents



Delinquent Accruing Loans90 Days and30 to 89 Days
    
    
    Over
    
    
    TotalAt September 30, 2010Real estate loans:Commercial
    
    $
    13,103
    
    
    
    
    
    
    
    13,103One -to- four family residential
    
    
    6,424
    
    
    
    
    
    
    
    6,424Construction and land
    
    
    6,451
    
    
    
    235
    
    
    
    6,686Multifamily
    
    
    6,853
    
    
    
    
    
    
    
    6,853Home equity and lines of credit
    
    
    318
    
    
    
    
    
    
    
    318Commercial and industrial loans
    
    
    1,286
    
    
    
    13
    
    
    
    1,299Insurance premium loans
    
    
    646
    
    
    
    
    
    
    
    646Other loans
    
    
    109
    
    
    
    
    
    
    
    109Total
    
    $
    35,190
    
    
    
    248
    
    
    
    35,438At December 31, 2009Real estate loans:Commercial
    
    $
    11,573
    
    
    
    
    
    
    
    11,573One -to- four family residential
    
    
    4,716
    
    
    
    
    
    
    
    4,716Construction and land
    
    
    1,976
    
    
    
    
    
    
    
    1,976Multifamily
    
    
    7,086
    
    
    
    
    
    
    
    7,086Home equity and lines of credit
    
    
    1,555
    
    
    
    
    
    
    
    1,555Commercial and industrial loans
    
    
    427
    
    
    
    191
    
    
    
    618Insurance premium loans
    
    
    917
    
    
    
    
    
    
    
    917Other loans
    
    
    33
    
    
    
    
    
    
    
    33Total
    
    $
    28,283
    
    
    
    191
    
    
    
    28,474
  31




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##### Table of Contents



At September 30, 2010
    
    
    At December 31, 2009Non-
    
    
    
    
    
    
    Non-Accruing
    
    
    Accruing
    
    
    Accruing
    
    
    AccruingTroubled Debt Restructurings:Real Estate Loans:Commercial
    
    $
    12,213
    
    
    
    7,895
    
    
    
    3,960
    
    
    
    5,499One- to- four family residential
    
    
    
    
    
    
    1,750
    
    
    
    
    
    
    
    Construction and land
    
    
    4,036
    
    
    
    
    
    
    
    5,726
    
    
    
    1,751Multifamily
    
    
    511
    
    
    
    1,573
    
    
    
    530
    
    
    
    Commercial and industrial
    
    
    501
    
    
    
    
    
    
    
    501
    
    
    
    Total
    
    $
    17,261
    
    
    
    11,218
    
    
    
    10,717
    
    
    
    7,250
  At or For the Nine Months Ended September 30,2010
    
    
    2009(in thousands)Balance at beginning of period
    
    $
    15,414
    
    
    
    8,778Charge-offs:Real estate loans:Commercial
    
    
    (778
    )
    
    
    (1,217
    )One- to- four family residential
    
    
    
    
    
    
    (40
    )Construction and land
    
    
    (443
    )
    
    
    (791
    )Multifamily
    
    
    (1,253
    )
    
    
    Home equity and lines of credit
    
    
    
    
    
    
    Commercial and industrial loans
    
    
    (36
    )
    
    
    Insurance premium loans
    
    
    (101
    )
    
    
    Other loans
    
    
    
    
    
    
    Total charge-offs
    
    
    (2,611
    )
    
    
    (2,048
    )Recoveries:Other
    
    
    
    
    
    
    Total recoveries
    
    
    
    
    
    
    Net charge-offs
    
    
    (2,611
    )
    
    
    (2,048
    )Provisions (benefits) for loan losses:Real estate loans:Commercial
    
    
    4,041
    
    
    
    4,617One- to- four family residential
    
    
    408
    
    
    
    43Construction and land
    
    
    122
    
    
    
    615Multifamily
    
    
    3,987
    
    
    
    613Home equity and lines of credit
    
    
    45
    
    
    
    59Commercial and industrial loans
    
    
    (966
    )
    
    
    1,381Insurance premium loans
    
    
    124
    
    
    
    Other loans
    
    
    20
    
    
    
    3Unallocated
    
    
    345
    
    
    
    135Total provisions for loan losses
    
    
    8,126
    
    
    
    7,466Balance at end of period
    
    $
    20,929
    
    
    
    14,196
 32




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##### Table of Contents



Liquidity and Capital Resources
 Liquidity
  Capital Resources
 Minimum Required to BeWell Capitalized underActual
    
    
    Minimum Required for
    
    
    Prompt Corrective ActionRatio
    
    
    Capital Adequacy Purposes
    
    
    ProvisionsAs of September 30, 2010:Tangible capital to
tangible assets
    
    
    13.67
    %
    
    
    1.50
    %
    
    NA
    %Tier 1 capital (core)  (to
adjusted assets)
    
    
    13.67
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-
weighted assets)
    
    
    27.64
    
    
    
    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
  33




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##### Table of Contents



One to less than
    
    
    Three to less than
    
    
    Five Years andContractual Obligation
    
    Total
    
    
    Less than One Year
    
    
    Three Years
    
    
    Five Years
    
    
    greater(in thousands)Debt obligations (excluding capitalized leases)
    
    $
    340,121
    
    
    
    88,821
    
    
    
    86,300
    
    
    
    165,000
    
    
    
    Commitments to originate loans
    
    $
    41,942
    
    
    
    41,942
    
    
    
    
    
    
    
    
    
    
    
    Commitments to fund unused lines of credit
    
    $
    25,003
    
    
    
    25,003
    
    
    
    
    
    
    
    
    
    
    
    
    34




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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.
 35




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##### Table of Contents



NPVChange in Interest
    
    Estimated
    
    
    Estimated Present
    
    
    
    
    
    
    Estimated
    
    
    Estimated NPV/Present
    
    
    Net InterestRates (basis
    
    Present Value
    
    
    Value of
    
    
    Estimated
    
    
    Change In
    
    
    Value of
    
    
    Income Percentpoints)
    
    of Assets
    
    
    Liabilities
    
    
    NPV
    
    
    NPV
    
    
    Assets Ratio
    
    
    Change+300
    
    $
    2,046,929
    
    
    $
    1,689,319
    
    
    $
    357,610
    
    
    $
    (67,836
    )
    
    
    17.47
    %
    
    
    (9.92)
    %+200
    
    
    2,098,216
    
    
    
    1,717,042
    
    
    
    381,174
    
    
    
    (44,272
    )
    
    
    18.17
    
    
    
    (5.27
    )+100
    
    
    2,151,193
    
    
    
    1,745,728
    
    
    
    405,465
    
    
    
    (19,981
    )
    
    
    18.85
    
    
    
    (1.57
    )0
    
    
    2,200,870
    
    
    
    1,775,424
    
    
    
    425,446
    
    
    
    
    
    
    
    19.33
    
    
    
    -100
    
    
    2,237,724
    
    
    
    1,804,339
    
    
    
    433,385
    
    
    
    7,939
    
    
    
    19.37
    
    
    
    (2.13
    )-200
    
    
    2,265,987
    
    
    
    1,819,296
    
    
    
    446,691
    
    
    
    21,245
    
    
    
    19.71
    
    
    
    (3.43
    )
   36




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
   37




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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.
   
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. [REMOVED AND RESERVED]
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  38




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##### Table of Contents



SIGNATURES
  NORTHFIELD BANCORP, INC.
(Registrant)Date: November 9, 2010/s/   John W. AlexanderJohn W. AlexanderChairman, President and Chief Executive Officer/s/   Steven M. KleinSteven M. KleinExecutive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) 39




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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.
 40