##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For transition period from                      to
 Commission File Number 1-33732
 
 NORTHFIELD BANCORP, INC.
 (Exact name of registrant as specified in its charter)
 
 United States of America
    
    26-1384892(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
  Large accelerated filer oAccelerated filer oNon-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



NORTHFIELD BANCORP, INC.
   PageNumberPART I  FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    2Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4.
    
    Controls and Procedures
    
    
    20Item 4T.
    
    Controls and Procedures
    
    
    20PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    21Item 1A.
    
    Risk Factors
    
    
    21Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3.
    
    Defaults Upon Senior Securities
    
    
    21Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    21Item 5.
    
    Other Information
    
    
    21Item 6.
    
    Exhibits
    
    
    21Signatures
    
    
    22EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION
  1




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##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 NORTHFIELD BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
 March 31,
    
    December 31,2008
    
    2007(Unaudited)ASSETS:Cash and due from banks
    
    $
    6,459
    
    
    
    7,277Interest-bearing deposits in other financial institutions
    
    
    15,686
    
    
    
    17,811Total cash and cash equivalents
    
    
    22,145
    
    
    
    25,088Certificates of deposit in other financial institutions
    
    
    103,000
    
    
    
    24,500Trading securities
    
    
    3,576
    
    
    
    3,605Securities available-for-sale, at estimated fair value (encumbered $303,506 in 2008
(unaudited) and $139,829 in 2007)
    
    
    835,661
    
    
    
    802,417Securities held-to-maturity, at amortized cost (estimated fair value of $18,396
in 2008 (unaudited) and $19,440 in 2007 (encumbered $12,586 in 2008
(unaudited) and $6,338 in 2007)
    
    
    18,347
    
    
    
    19,686Loans held-for-sale
    
    
    120
    
    
    
    270Loans held-for-investment, net
    
    
    446,407
    
    
    
    424,329Allowance for loan losses
    
    
    (6,234
    )
    
    
    (5,636
    )Net loans held-for-investment
    
    
    440,173
    
    
    
    418,693Accrued interest receivable
    
    
    6,362
    
    
    
    5,600Bank owned life insurance
    
    
    44,493
    
    
    
    41,560Federal Home Loan Bank of New York stock, at cost
    
    
    12,881
    
    
    
    6,702Premises and equipment, net
    
    
    7,456
    
    
    
    7,727Goodwill
    
    
    16,159
    
    
    
    16,159Other assets
    
    
    11,876
    
    
    
    14,911Total assets
    
    $
    1,522,249
    
    
    
    1,386,918LIABILITIES AND STOCKHOLDERS EQUITY:LIABILITIES:Deposits
    
    $
    872,800
    
    
    
    877,225Securities sold under agreements to repurchase
    
    
    228,000
    
    
    
    102,000Other borrowings
    
    
    33,688
    
    
    
    22,420Advance payments by borrowers for taxes and insurance
    
    
    1,878
    
    
    
    843Accrued expenses and other liabilities
    
    
    7,927
    
    
    
    17,090Total liabilities
    
    
    1,144,293
    
    
    
    1,019,578STOCKHOLDERS EQUITY:Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued or outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value: 90,000,000 shares authorized, 44,803,061 shares
issued and outstanding at March 31, 2008 and December 31, 2007
    
    
    448
    
    
    
    448Additional paid-in capital
    
    
    199,399
    
    
    
    199,395Unallocated common stock held by employee stock ownership plan
    
    
    (16,831
    )
    
    
    (16,977
    )Retained earnings
    
    
    193,597
    
    
    
    187,992Accumulated other comprehensive income (loss)
    
    
    1,343
    
    
    
    (3,518
    )Total stockholders equity
    
    
    377,956
    
    
    
    367,340Total liabilities and stockholders equity
    
    $
    1,522,249
    
    
    
    1,386,918
  2




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
 Three months endedMarch 31,2008
    
    2007Interest income:Loans
    
    $
    6,989
    
    
    
    6,913Mortgage-backed securities
    
    
    8,425
    
    
    
    7,199Other securities
    
    
    710
    
    
    
    675Federal Home Loan Bank of New York dividends
    
    
    131
    
    
    
    140Deposits in other financial institutions
    
    
    1,060
    
    
    
    575Total interest income
    
    
    17,315
    
    
    
    15,502Interest expense:Deposits
    
    
    4,785
    
    
    
    6,065Borrowings
    
    
    1,939
    
    
    
    1,179Total interest expense
    
    
    6,724
    
    
    
    7,244Net interest income
    
    
    10,591
    
    
    
    8,258Provision for loan losses
    
    
    598
    
    
    
    440Net interest income after provision for loan losses
    
    
    9,993
    
    
    
    7,818Non-interest income:Fees and service charges for customer services
    
    
    765
    
    
    
    802Income on bank owned life insurance
    
    
    2,933
    
    
    
    389(Loss) gain on securities transactions, net
    
    
    (327
    )
    
    
    64Gain on sale of premises, equipment and
deposit relationships
    
    
    
    
    
    
    4,308Other
    
    
    28
    
    
    
    39Total non-interest income
    
    
    3,399
    
    
    
    5,602Non-interest expense:Compensation and employee benefits
    
    
    3,001
    
    
    
    3,297Occupancy
    
    
    828
    
    
    
    887Furniture and equipment
    
    
    220
    
    
    
    212Data processing
    
    
    636
    
    
    
    634Professional fees
    
    
    364
    
    
    
    182Other
    
    
    937
    
    
    
    814Total non-interest expense
    
    
    5,986
    
    
    
    6,026Income before income tax expense
    
    
    7,406
    
    
    
    7,394Income tax expense
    
    
    1,801
    
    
    
    2,701Net income
    
    $
    5,605
    
    
    
    4,693Net income per common share
    
    $
    0.13
    
    
    
    N/A
   3




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Unallocated commonAdditional
    
    stock held by the
    
    
    
    
    
    Accumulated other
    
    TotalCommon Stock
    
    paid-in
    
    employee stock
    
    Retained
    
    comprehensive
    
    stockholdersShares
    
    Par value
    
    capital
    
    ownership plan
    
    earnings
    
    income (loss)
    
    equityBalance at December
31, 2006
    
    
    100
    
    
    $
    
    
    
    
    510
    
    
    
    
    
    
    
    177,731
    
    
    
    (14,247
    )
    
    
    163,994Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,693
    
    
    
    
    
    
    
    4,693Change in other
comprehensive
loss, net
of tax of $1,537
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,303
    
    
    
    2,303Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,996Balance at March 31,
2007
    
    
    100
    
    
    
    
    
    
    
    510
    
    
    
    
    
    
    
    182,424
    
    
    
    (11,944
    )
    
    
    170,990Balance at December
31, 2007
    
    
    44,803,061
    
    
    
    448
    
    
    
    199,395
    
    
    
    (16,977
    )
    
    
    187,992
    
    
    
    (3,518
    )
    
    
    367,340Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,605
    
    
    
    
    
    
    
    5,605Change in other
comprehensive
income
(loss), net
of tax
of $3,705
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,861
    
    
    
    4,861Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,466ESOP shares allocated
or committed
to be
released
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    146
    
    
    
    
    
    
    
    
    
    
    
    150Balance at March 31,
2008
    
    
    44,803,061
    
    
    $
    448
    
    
    
    199,399
    
    
    
    (16,831
    )
    
    
    193,597
    
    
    
    1,343
    
    
    
    377,956
  4




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NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three months ended March 31,2008
    
    2007Cash flows from operating activities:Net income
    
    $
    5,605
    
    
    
    4,693Adjustments to reconcile net income to net cash (used in) provided by operating activities:Provision for loan losses
    
    
    598
    
    
    
    440Depreciation
    
    
    333
    
    
    
    333Accretion of discounts, and deferred loan fees, net of amortization of premiums
    
    
    (510
    )
    
    
    325Amortization of mortgage servicing rights
    
    
    33
    
    
    
    41Income on bank owned life insurance
    
    
    (423
    )
    
    
    (389
    )Gain on bank owned life insurance death benefit
    
    
    (2,510
    )
    
    
    Net gain on sale of loans
    
    
    (16
    )
    
    
    (28
    )Proceeds from sale of loans
    
    
    2,164
    
    
    
    1,517Origination of loans held-for-sale
    
    
    (1,998
    )
    
    
    (1,704
    )Loss (gain) on securities transactions, net
    
    
    327
    
    
    
    (64
    )Gain on sale of deposit relationships
    
    
    
    
    
    
    (3,660
    )Gain on sale of premises and equipment, net
    
    
    
    
    
    
    (648
    )Purchases of trading securities
    
    
    (321
    )
    
    
    (173
    )(Increase) decrease in accrued interest receivable
    
    
    (762
    )
    
    
    286Increase in other assets
    
    
    (437
    )
    
    
    (1,036
    )(Decrease) increase in accrued expenses and other liabilities
    
    
    (9,163
    )
    
    
    2,168Amortization of core deposit intangible
    
    
    95
    
    
    
    113Net cash (used in) provided by operating activities
    
    
    (6,985
    )
    
    
    2,214Cash flows from investing activities:Net increase in loans receivable
    
    $
    (22,072
    )
    
    
    (18,054
    )(Purchases) redemptions of Federal Home Loan Bank of New York stock, net
    
    
    (6,179
    )
    
    
    405Purchases of securities available-for-sale
    
    
    (136,785
    )
    
    
    (32,934
    )Principal payments and maturities on securities available-for-sale
    
    
    110,163
    
    
    
    65,119Principal payments and maturities on securities held-to-maturity
    
    
    1,338
    
    
    
    1,699Proceeds from sale of securities available-for-sale
    
    
    2,261
    
    
    
    3,726Purchases of certificates of deposit in other financial institutions
    
    
    (93,000
    )
    
    
    (26,000
    )Proceeds from maturities of certificates of deposit in other financial institutions
    
    
    14,500
    
    
    
    5,000Purchase of bank owned life insurance
    
    
    
    
    
    
    (7,000
    )Purchases of premises and equipment
    
    
    (62
    )
    
    
    (134
    )Proceeds from sale of premises and equipment
    
    
    
    
    
    
    1,473Net cash used in investing activities
    
    
    (129,836
    )
    
    
    (6,700
    )Cash flows from financing activities:Net (decrease) increase in deposits
    
    
    (4,425
    )
    
    
    3,347Deposit relationships sold, net
    
    
    
    
    
    
    (22,985
    )Increase in advance payments by borrowers for taxes and insurance
    
    
    1,035
    
    
    
    1,320Repayments under capital lease obligations
    
    
    (32
    )
    
    
    (27
    )Proceeds from securities sold under agreements to repurchase
    
    
    185,000
    
    
    
    20,000Repayments related to securities sold under agreements to repurchase
    
    
    (59,000
    )
    
    
    (9,000
    )Net increase in other borrowings
    
    
    11,300
    
    
    
    Net cash provided by (used in) financing activities
    
    
    133,878
    
    
    
    (7,345
    )Net decrease in cash and cash equivalents
    
    
    (2,943
    )
    
    
    (11,831
    )Cash and cash equivalents at beginning of period
    
    
    25,088
    
    
    
    60,624Cash and cash equivalents at end of period
    
    $
    22,145
    
    
    
    48,793Supplemental cash flow information:Cash paid during the period for:Interest
    
    $
    6,280
    
    
    
    7,818Income taxes
    
    
    9,563
    
    
    
    310
 5




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Basis of Presentation
    Note 2 Net Income Per Common Share
  Note 3  Net Loans Held-for-Investment
  March 31,
    
    December 31,2008
    
    2007Real estate loans:Commercial mortgage
    
    $
    248,959
    
    
    
    243,902One- to four-family residential mortgage
    
    
    97,175
    
    
    
    95,246Home equity and lines of credit
    
    
    13,382
    
    
    
    12,797Construction and land
    
    
    46,800
    
    
    
    44,850Multifamily
    
    
    26,173
    
    
    
    14,164Total real estate loans
    
    
    432,489
    
    
    
    410,959Commercial and industrial loans
    
    
    12,085
    
    
    
    11,397Other loans
    
    
    1,715
    
    
    
    1,842Total commercial and industrial and other loans
    
    
    13,800
    
    
    
    13,239Total loans held-for-investment
    
    
    446,289
    
    
    
    424,198Deferred loan cost, net
    
    
    118
    
    
    
    131Loans held-for-investment, net
    
    
    446,407
    
    
    
    424,329Allowance for loan losses
    
    
    (6,234
    )
    
    
    (5,636
    )Net loans held-for-investment
    
    $
    440,173
    
    
    
    418,693
 6




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  At or for thethree months endedMarch 31,2008
    
    2007Beginning balance
    
    $
    5,636
    
    
    
    5,030Provision for loan losses
    
    
    598
    
    
    
    440Recoveries
    
    
    
    
    
    
    Charge-offs
    
    
    
    
    
    
    (14
    )Ending balance
    
    $
    6,234
    
    
    
    5,456
  Note 4  Deposits
  March 31,
    
    December 31,2008
    
    2007Non-interest-bearing demand
    
    $
    95,322
    
    
    
    99,208Interest-bearing
negotiable orders of
withdrawal (NOW)
    
    
    61,582
    
    
    
    57,555Savings-passbook,
statement, tiered, and
money market
    
    
    333,133
    
    
    
    317,875Certificates of deposit
    
    
    382,763
    
    
    
    402,587$
    872,800
    
    
    
    877,225
  Three months endedMarch 31,2008
    
    2007NOW
    
    $
    302
    
    
    
    149Savings-passbook,
statement, tiered, and money
market
    
    
    602
    
    
    
    597Certificates of deposit
    
    
    3,881
    
    
    
    5,319$
    4,785
    
    
    
    6,065
 7




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 5  Other Postretirement Benefits
  Three months endedMarch 31,2008
    
    2007Service cost
    
    $
    1
    
    
    
    1Interest cost
    
    
    24
    
    
    
    17Amortization of transition obligation
    
    
    4
    
    
    
    4Amortization of prior service costs
    
    
    4
    
    
    
    4Amortization of unrecognized loss (gain)
    
    
    5
    
    
    
    (4
    )$
    38
    
    
    
    22
 Note 6  Fair Value Measurement
  Fair Value Measurements at Reporting Date Using:Quoted Prices inActive Markets for
    
    
    Significant Other
    
    
    SignificantIdentical Assets
    
    
    Observable Inputs
    
    
    Unobservable InputsMarch 31, 2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Investment securities:Available-for-sale:Mortgage-backed securities
    
    $
    814,691
    
    
    $
    
    
    
    $
    814,691
    
    
    $
    Corporate bonds
    
    
    13,589
    
    
    
    
    
    
    
    13,589
    
    
    
    Equities
    
    
    7,381
    
    
    
    7,381
    
    
    
    
    
    
    
    Total available-for-sale
    
    
    835,661
    
    
    
    7,381
    
    
    
    828,280
    
    
    
    Trading securities
    
    
    3,576
    
    
    
    3,576
    
    
    
    
    
    
    
    Total assets
    
    $
    839,237
    
    
    $
    10,957
    
    
    $
    828,280
    
    
    $
    
 Available -for- Sale Securities:
 Trading Securities:
 8




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Note 7  Income Taxes
  Unrecognized tax benefits at January 1, 2008
    
    $
    2,700Payments for tax positions of prior years
    
    
    (1,246
    )Unrecognized tax benefits at March 31, 2008
    
    $
    1,454
  Note 8  Recent Accounting Pronouncements
   9




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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 and prospects and growth and operating
strategies;
    
    statements regarding the asset quality of our loan and investment portfolios; and
    
    estimates of our risks and future costs and benefits.
  
    
    significantly increased competition among depository and other financial
institutions;
    
    inflation and changes in the interest rate environment that reduce our interest
margins or reduce the fair value of financial instruments;
    
    general economic conditions, either nationally or in our market areas, that are worse
than expected;
    
    adverse changes in the securities markets;
    
    legislative or regulatory changes that adversely affect our business;
    
    our ability to enter new markets successfully and take advantage of growth
opportunities, and the possible dilutive effect of potential acquisitions or de novo
branches, if any;
    
    changes in consumer spending, borrowing and savings habits;
    
    changes in accounting policies and practices, as may be adopted by bank regulatory
agencies and the Financial Accounting Standards Board and other promulgating
authorities;
    
    inability of third-party providers to perform their obligations to us; and
    
    changes in our organization, compensation and benefit plans.
  Critical Accounting Policies
  10




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Overview
    Comparison of Financial Condition at March 31, 2008 and December 31, 2007
      11




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##### Table of Contents



Comparison of Operating Results for the Three Months Ended March 31, 2008 and 2007
 Interest income.
    12




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##### Table of Contents



Interest Expense.
    Net Interest Income.
 Provision for Loan Losses.
  13




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Non-interest Income.
 Non-interest Expense.
 Income Tax Expense.
 14




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NORTHFIELD BANCORP, INC.
ANALYSIS OF NET INTEREST INCOME
 For the Three Months Ended March 31,2008
    
    
    2007Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/ Rate
    
    
    Outstanding
    
    
    
    
    
    
    Yield/ RateBalance
    
    
    Interest
    
    
    (1)
    
    
    Balance
    
    
    Interest
    
    
    (1)(Dollars in thousands)Interest-earning assets:Loans
    
    $
    433,166
    
    
    $
    6,989
    
    
    
    6.49
    %
    
    $
    416,871
    
    
    $
    6,913
    
    
    
    6.73
    %Mortgage-backed securities
    
    
    760,018
    
    
    
    8,425
    
    
    
    4.46
    
    
    
    700,608
    
    
    
    7,199
    
    
    
    4.17Other securities
    
    
    58,042
    
    
    
    710
    
    
    
    4.92
    
    
    
    55,600
    
    
    
    675
    
    
    
    4.92Federal Home Loan Bank of New York stock
    
    
    10,524
    
    
    
    131
    
    
    
    5.01
    
    
    
    6,922
    
    
    
    140
    
    
    
    8.20Deposits in other financial institutions
    
    
    114,137
    
    
    
    1,060
    
    
    
    3.74
    
    
    
    49,445
    
    
    
    575
    
    
    
    4.72Total interest-earning assets
    
    
    1,375,887
    
    
    
    17,315
    
    
    
    5.06
    
    
    
    1,229,446
    
    
    
    15,502
    
    
    
    5.11Non-interest-earning assets
    
    
    83,968
    
    
    
    
    
    
    
    
    
    
    
    56,031Total assets
    
    $
    1,459,855
    
    
    
    
    
    
    
    
    
    
    $
    1,285,477Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    $
    373,569
    
    
    
    904
    
    
    
    0.97
    
    
    $
    391,041
    
    
    
    746
    
    
    
    0.77Certificates of deposit
    
    
    392,260
    
    
    
    3,881
    
    
    
    3.98
    
    
    
    496,123
    
    
    
    5,319
    
    
    
    4.35Total interest-bearing deposits
    
    
    765,829
    
    
    
    4,785
    
    
    
    2.51
    
    
    
    887,164
    
    
    
    6,065
    
    
    
    2.77Repurchase agreements
    
    
    178,923
    
    
    
    1,650
    
    
    
    3.71
    
    
    
    102,577
    
    
    
    968
    
    
    
    3.83Other borrowings
    
    
    30,399
    
    
    
    289
    
    
    
    3.82
    
    
    
    22,496
    
    
    
    211
    
    
    
    3.80Total interest-bearing liabilities
    
    
    975,151
    
    
    
    6,724
    
    
    
    2.77
    
    
    
    1,012,237
    
    
    
    7,244
    
    
    
    2.90Non-interest bearing deposit accounts
    
    
    94,364
    
    
    
    
    
    
    
    
    
    
    
    97,246Accrued expenses and other liabilities
    
    
    16,563
    
    
    
    
    
    
    
    
    
    
    
    10,928Total liabilities
    
    
    1,086,078
    
    
    
    
    
    
    
    
    
    
    
    1,120,411Stockholders equity
    
    
    373,777
    
    
    
    
    
    
    
    
    
    
    
    165,066Total liabilities and stockholders equity
    
    $
    1,459,855
    
    
    
    
    
    
    
    
    
    
    $
    1,285,477Net interest income
    
    
    
    
    
    $
    10,591
    
    
    
    
    
    
    
    
    
    
    $
    8,258Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.29
    %
    
    
    
    
    
    
    
    
    
    
    2.21
    %Net interest-earning assets (3)
    
    $
    400,736
    
    
    
    
    
    
    
    
    
    
    $
    217,209Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.10
    %
    
    
    
    
    
    
    
    
    
    
    2.72
    %Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    141.09
    %
    
    
    
    
    
    
    
    
    
    
    121.46
    %
 
 (1)
    
    Average yields and rates for the three months ended March 31, 2008 and 2007, are
annualized.(2)
    
    Net interest rate spread represents the difference between the weighted average yield
on interest-earning assets and the weighted average cost of interest-bearing liabilities.(3)
    
    Net interest-earning assets represents total interest-earning assets less total
interest-bearing liabilities.(4)
    
    Net interest margin represents net interest income divided by average total
interest-earning assets. 15




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##### Table of Contents



Liquidity and Capital Resources
 Liquidity
  Capital Resources
 Minimum Required toBe Well CapitalizedMinimum Required
    
    under Promptfor Capital
    
    Corrective ActionActual Ratio
    
    Adequacy Purposes
    
    ProvisionsAs of March 31, 2008:Tangible capital to
tangible assets
    
    
    18.10
    %
    
    
    1.50
    %
    
    NA
    %Tier 1 capital  leverage (to
average assets)
    
    
    18.10
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-
weighted assets)
    
    
    39.71
    
    
    
    8.00
    
    
    
    10.00As of December 31, 2007:Tangible capital to
tangible assets
    
    
    18.84
    %
    
    
    1.50
    %
    
    NA
    %Tier 1 capital  leverage (to
average assets)
    
    
    18.84
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-
weighted assets)
    
    
    38.07
    
    
    
    8.00
    
    
    
    10.00
 Off-Balance Sheet Arrangements and Contractual Obligations
  16




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##### Table of Contents



Less than
    
    One-Three
    
    Three-Five
    
    More thanContractual Obligation
    
    Total
    
    One Year
    
    Years
    
    Years
    
    Five Years(in thousands)Debt obligations (excluding
capitalized leases)
    
    $
    259,300
    
    
    
    168,000
    
    
    
    70,000
    
    
    
    21,300
    
    
    
    Commitments to originate loans
    
    $
    27,380
    
    
    
    27,380
    
    
    
    
    
    
    
    
    
    
    
    Commitments to fund unused
lines of credit
    
    $
    33,146
    
    
    
    33,146
    
    
    
    
    
    
    
    
    
    
    
    
    17




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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.
 18




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##### Table of Contents



NPVEstimatedChange in
    
    
    
    
    
    Present
    
    
    
    
    
    Estimated
    
    Estimated
    
    Net InterestInterest Rates
    
    Estimated Present
    
    Value of
    
    Estimated
    
    Change In
    
    NPV/Present Value
    
    Income Percent(basis points)
    
    Value of Assets
    
    Liabilities
    
    NPV
    
    NPV
    
    of Assets Ratio
    
    Change+200
    
    $
    1,464,454
    
    
    $
    1,072,174
    
    
    $
    392,280
    
    
    $
    (40,762
    )
    
    
    26.79
    %
    
    
    (5.81
    )%+100
    
    
    1,501,125
    
    
    
    1,087,896
    
    
    
    413,229
    
    
    
    (19,813
    )
    
    
    27.53
    %
    
    
    (2.66
    )%0
    
    
    1,537,199
    
    
    
    1,104,157
    
    
    
    433,042
    
    
    
    
    
    
    
    28.17
    %
    
    
    -100
    
    
    1,560,545
    
    
    
    1,120,984
    
    
    
    439,561
    
    
    
    6,519
    
    
    
    28.17
    %
    
    
    (0.07
    )%-200
    
    $
    1,566,942
    
    
    $
    1,138,503
    
    
    $
    428,439
    
    
    $
    (4,603
    )
    
    
    27.34
    %
    
    
    (4.43
    )%
   19




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
  
 ITEM 4T. CONTROLS AND PROCEDURES
   20




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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. There were no issuer repurchases of securities
during the period covered.
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  21




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##### Table of Contents



SIGNATURES
  NORTHFIELD BANCORP, INC.
(Registrant)Date: May 14, 2008
    /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) 22




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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.
 23