##### 



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, 2007
 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 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 or former address, if changed since last report)
 
 o þ
  o o þ
 o þ




---



##### 



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
    
    
    22Item 4. Controls and Procedures
    
    
    24Item 4T. Controls and Procedures
    
    
    24PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3. Defaults Upon Senior Securities
    
    
    25Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    27Signatures
    
    
    26
 1




---



##### 



PART I
 ITEM 1. FINANCIAL STATEMENTS
 NORTHFIELD BANCORP, INC.
(A NEW YORK CORPORATION)
CONSOLIDATED BALANCE SHEETS
 September 30,
    
    December 31,2007
    
    2006(Unaudited)ASSETS:Cash and due from banks
    
    $
    6,006
    
    
    
    8,293Interest-bearing deposits in other financial institutions
    
    
    195,084
    
    
    
    38,331Federal funds sold
    
    
    49,800
    
    
    
    14,000Total cash and cash equivalents
    
    
    250,890
    
    
    
    60,624Certificates of deposit
    
    
    18,200
    
    
    
    5,200Trading securities
    
    
    3,589
    
    
    
    2,667Securities available-for-sale, at estimated market value
    
    
    775,692
    
    
    
    713,498Securities held-to-maturity, at amortized cost (estimated market value of $20,664 and
$25,519 in 2007 (unaudited) and 2006, respectively)
    
    
    21,098
    
    
    
    26,169Loans held-for-sale
    
    
    470
    
    
    
    125Loans held-for-investment, net
    
    
    426,633
    
    
    
    409,189Allowance for loan losses
    
    
    (4,931
    )
    
    
    (5,030
    )Net loans held-for-investment
    
    
    421,702
    
    
    
    404,159Accrued interest receivable
    
    
    5,494
    
    
    
    5,624Bank owned life insurance
    
    
    41,121
    
    
    
    32,866Federal Home Loan Bank of New York stock, at cost
    
    
    6,117
    
    
    
    7,186Premises and equipment, net
    
    
    7,658
    
    
    
    8,232Goodwill
    
    
    16,159
    
    
    
    16,159Other assets
    
    
    8,597
    
    
    
    12,238Total assets
    
    $
    1,576,787
    
    
    
    1,294,747LIABILITIES AND STOCKHOLDERS EQUITY:LIABILITIES:Deposits and subscription proceeds
    
    $
    1,270,728
    
    
    
    989,789Securities sold under agreements to repurchase
    
    
    89,000
    
    
    
    106,000Other borrowings
    
    
    22,450
    
    
    
    22,534Advance payments by borrowers for taxes and insurance
    
    
    1,809
    
    
    
    783Accrued expenses and other liabilities
    
    
    13,194
    
    
    
    11,647Total liabilities
    
    
    1,397,181
    
    
    
    1,130,753STOCKHOLDERS EQUITY:Common stock, $0.001 par value; 20,000,000 shares authorized,
100 shares issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,010
    
    
    
    510Retained earnings
    
    
    187,756
    
    
    
    177,731Accumulated other comprehensive loss
    
    
    (9,160
    )
    
    
    (14,247
    )Total stockholders equity
    
    
    179,606
    
    
    
    163,994Total liabilities and stockholders equity
    
    $
    1,576,787
    
    
    
    1,294,747
  2




---



##### 



NORTHFIELD BANCORP, INC.
(A NEW YORK CORPORTATION)
CONSOLIDATED STATEMENTS OF INCOME
 Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Interest income:Loans
    
    $
    7,283
    
    
    
    7,128
    
    
    
    21,329
    
    
    
    20,474Mortgage-backed securities
    
    
    7,915
    
    
    
    7,959
    
    
    
    22,348
    
    
    
    25,230Other securities
    
    
    389
    
    
    
    673
    
    
    
    1,452
    
    
    
    1,606Federal Home Loan Bank of New York dividends
    
    
    119
    
    
    
    148
    
    
    
    387
    
    
    
    454Deposits in other financial institutions
    
    
    931
    
    
    
    334
    
    
    
    2,267
    
    
    
    912Total interest income
    
    
    16,637
    
    
    
    16,242
    
    
    
    47,783
    
    
    
    48,676Interest expense:Deposits and stock subscription proceeds
    
    
    6,072
    
    
    
    5,961
    
    
    
    18,180
    
    
    
    15,659Borrowings
    
    
    1,406
    
    
    
    1,488
    
    
    
    3,939
    
    
    
    5,118Total interest expense
    
    
    7,478
    
    
    
    7,449
    
    
    
    22,119
    
    
    
    20,777Net interest income before provision for loan losses
    
    
    9,159
    
    
    
    8,793
    
    
    
    25,664
    
    
    
    27,899Provision for loan losses
    
    
    200
    
    
    
    343
    
    
    
    737
    
    
    
    553Net interest income after provision for loan losses
    
    
    8,959
    
    
    
    8,450
    
    
    
    24,927
    
    
    
    27,346Non-interest income:Fees and service charges for customer services
    
    
    684
    
    
    
    762
    
    
    
    2,051
    
    
    
    2,111Income on bank owned life insurance
    
    
    434
    
    
    
    304
    
    
    
    1,255
    
    
    
    922Gain on securities transactions, net
    
    
    96
    
    
    
    164
    
    
    
    340
    
    
    
    155Gain on sale of premises, equipment and deposit relationships
    
    
    
    
    
    
    
    
    
    
    4,308
    
    
    
    Other
    
    
    74
    
    
    
    61
    
    
    
    306
    
    
    
    186Total non-interest income
    
    
    1,288
    
    
    
    1,291
    
    
    
    8,260
    
    
    
    3,374Non-interest expense:Compensation and employee benefits
    
    
    2,797
    
    
    
    4,653
    
    
    
    9,321
    
    
    
    10,589Occupancy
    
    
    793
    
    
    
    782
    
    
    
    2,498
    
    
    
    2,369Furniture and equipment
    
    
    213
    
    
    
    196
    
    
    
    634
    
    
    
    590Data processing
    
    
    621
    
    
    
    546
    
    
    
    1,776
    
    
    
    1,767Professional fees
    
    
    234
    
    
    
    390
    
    
    
    684
    
    
    
    884Other
    
    
    669
    
    
    
    661
    
    
    
    2,437
    
    
    
    2,327Total non-interest expense
    
    
    5,327
    
    
    
    7,228
    
    
    
    17,350
    
    
    
    18,526Income before income tax expense
    
    
    4,920
    
    
    
    2,513
    
    
    
    15,837
    
    
    
    12,194Income tax expense
    
    
    1,855
    
    
    
    872
    
    
    
    5,812
    
    
    
    4,412Net income
    
    $
    3,065
    
    
    
    1,641
    
    
    
    10,025
    
    
    
    7,782
  3




---



##### 



NORTHFIELD BANCORP, INC.
(A NEW YORK CORPORATION)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 AccumulatedAdditional
    
    
    
    
    
    Other
    
    TotalCommon Stock
    
    Paid-in
    
    Retained
    
    Comprehensive
    
    StockholdersShares
    
    Par value
    
    Capital
    
    Earnings
    
    Loss
    
    EquityBalance at December 31, 2005
    
    
    100
    
    
    $
    
    
    
    
    510
    
    
    
    166,889
    
    
    
    (15,640
    )
    
    
    151,759Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,782
    
    
    
    
    
    
    
    7,782Change in other comprehensive
loss, net of tax of $345
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    518
    
    
    
    518Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,300Balance at September 30, 2006
    
    
    100
    
    
    $
    
    
    
    
    510
    
    
    
    174,671
    
    
    
    (15,122
    )
    
    
    160,059Balance at December 31, 2006

    
    
    100
    
    
    $
    
    
    
    
    510
    
    
    
    177,731
    
    
    
    (14,247
    )
    
    
    163,994Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,025
    
    
    
    
    
    
    
    10,025Change in other comprehensive
loss, net of tax of $3,391
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,087
    
    
    
    5,087Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,112Capital contribution from NSB Holding Corp.
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    500Balance at September 30, 2007
    
    
    100
    
    
    $
    
    
    
    
    1,010
    
    
    
    187,756
    
    
    
    (9,160
    )
    
    
    179,606
  4




---



##### 



NORTHFIELD BANCORP, INC.
(A NEW YORK CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine months endedSeptember 30,2007
    
    2006Cash flows from operating activities:Net income
    
    $
    10,025
    
    
    
    7,782Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    737
    
    
    
    553Depreciation
    
    
    986
    
    
    
    954Amortization of premiums, net of accretion of discounts, and deferred loan fees
    
    
    (76
    )
    
    
    586Amortization of mortgage servicing rights
    
    
    132
    
    
    
    161Income on bank owned life insurance
    
    
    (1,255
    )
    
    
    (922
    )Net gain on sale of loans
    
    
    (39
    )
    
    
    (56
    )Proceeds from sale of loans
    
    
    4,496
    
    
    
    1,177Origination of loans held-for-sale
    
    
    (4,802
    )
    
    
    (1,121
    )Gain on securities transactions, net
    
    
    (340
    )
    
    
    (155
    )Gain on sale of deposit relationships
    
    
    (3,660
    )
    
    
    Gain on sale of premises and equipment, net
    
    
    (648
    )
    
    
    Purchases of trading securities
    
    
    (591
    )
    
    
    (171
    )Decrease in accrued interest receivable
    
    
    130
    
    
    
    347Decrease (increase) in other assets
    
    
    129
    
    
    
    (273
    )Deferred taxes
    
    
    (199
    )
    
    
    (451
    )Increase (decrease) in accrued expenses and other liabilities
    
    
    1,547
    
    
    
    (734
    )Amortization of core deposit intangible
    
    
    284
    
    
    
    274Net cash provided by operating activities
    
    
    6,856
    
    
    
    7,951Cash flows from investing activities:Net increase in loans receivable
    
    $
    (18,059
    )
    
    
    (27,560
    )Redemptions of Federal Home Loan Bank of New York stock, net
    
    
    1,069
    
    
    
    3,218Purchases of securities available-for-sale
    
    
    (230,022
    )
    
    
    (26,072
    )Principal payments and maturities on securities available-for-sale
    
    
    172,441
    
    
    
    115,050Principal payments and maturities on securities held-to-maturity
    
    
    5,084
    
    
    
    6,873Proceeds from sale of securities available-for-sale
    
    
    3,726
    
    
    
    20,100Purchases of certificates of deposit
    
    
    (44,000
    )
    
    
    (20,000
    )Proceeds from maturities of certificates of deposit
    
    
    31,000
    
    
    
    20,000Purchase of bank owned life insurance
    
    
    (7,000
    )
    
    
    Additions to premises and equipment
    
    
    (488
    )
    
    
    (865
    )Proceeds from sale of premises and equipment
    
    
    1,473
    
    
    
    Net cash (used in) provided by investing activities
    
    
    (84,776
    )
    
    
    90,744Cash flows from financing activities:Net increase in deposits
    
    
    307,584
    
    
    
    2,432Deposit relationships sold, net
    
    
    (22,985
    )
    
    
    Increase in advance payments by borrowers for taxes and insurance
    
    
    1,026
    
    
    
    704Repayments under capital lease obligations
    
    
    (84
    )
    
    
    (70
    )Proceeds from securities sold under agreements to repurchase
    
    
    45,000
    
    
    
    3,000Repayments related to securities sold under agreements to repurchase
    
    
    (62,000
    )
    
    
    (78,000
    )Net decrease in short-term borrowings
    
    
    
    
    
    
    (5,000
    )Stock issuance costs
    
    
    (855
    )
    
    
    Contribution from NSB Holding Corp.
    
    
    500
    
    
    
    Net cash provided by (used in) financing activities
    
    
    268,186
    
    
    
    (76,934
    )Net increase in cash and cash equivalents
    
    
    190,266
    
    
    
    21,761Cash and cash equivalents at beginning of period
    
    
    60,624
    
    
    
    38,368Cash and cash equivalents at end of period
    
    $
    250,890
    
    
    
    60,129Supplemental cash flow information:Cash paid during the period for:Interest
    
    $
    22,084
    
    
    
    21,084Income taxes
    
    
    4,279
    
    
    
    7,310
  5




---



##### 



Note 1  Basis of Presentation
   S-1,
  Note 2
 Stock Offering
  6




---



##### 



Note 3  Net Loans Held-for-Investment
  September 30,
    
    December 31,2007
    
    2006Real estate loans:Commercial mortgage
    
    $
    239,073
    
    
    
    207,680One- to four- family residential mortgage
    
    
    98,781
    
    
    
    107,572Home equity and lines of credit
    
    
    11,816
    
    
    
    13,922Construction and land
    
    
    49,177
    
    
    
    52,124Multifamily
    
    
    15,476
    
    
    
    13,276Total real estate loans
    
    
    414,323
    
    
    
    394,574Commercial and industrial loans
    
    
    10,352
    
    
    
    11,022Other loans
    
    
    1,908
    
    
    
    3,597Total commercial and industrial and other loans
    
    
    12,260
    
    
    
    14,619Total loans held -for- investment
    
    
    426,583
    
    
    
    409,193Deferred loan cost (fees), net
    
    
    50
    
    
    
    (4
    )Loans held -for- investment, net
    
    
    426,633
    
    
    
    409,189Allowance for loan losses
    
    
    (4,931
    )
    
    
    (5,030
    )Net loans held -for- investment
    
    $
    421,702
    
    
    
    404,159
  At or for thenine months endedSeptember 30,2007
    
    2006Beginning balance
    
    $
    5,030
    
    
    
    4,795Provision for loan losses
    
    
    737
    
    
    
    553Charge-offs
    
    
    (836
    )
    
    
    Recoveries
    
    
    
    
    
    
    Ending balance
    
    $
    4,931
    
    
    
    5,348
  7




---



##### 



Note 4  Deposits
  September 30,
    
    December 31,2007
    
    2006Non-interest-bearing demand
    
    $
    103,895
    
    
    
    95,339Interest-bearing Negotiable Orders of Withdrawal (NOW)
    
    
    61,112
    
    
    
    40,852Savings-money market accounts
    
    
    12,889
    
    
    
    14,258Savings- passbook and statement
    
    
    350,785
    
    
    
    342,927Savings-stock subscriptions (excludes holds for subscription orders)
    
    
    272,332
    
    
    
    Certificates of deposit
    
    
    469,715
    
    
    
    496,413$
    1,270,728
    
    
    
    989,789
   Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006NOW
    
    $
    250
    
    
    
    109
    
    
    
    600
    
    
    
    213Savings-money market
    
    
    24
    
    
    
    29
    
    
    
    75
    
    
    
    95Savings-passbook, statement and stock subscriptions
    
    
    658
    
    
    
    649
    
    
    
    1,786
    
    
    
    2,043Certificates of deposit
    
    
    5,140
    
    
    
    5,174
    
    
    
    15,719
    
    
    
    13,308$
    6,072
    
    
    
    5,961
    
    
    
    18,180
    
    
    
    15,659
 Note 5  Other Postretirement Benefits
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Service cost
    
    $
    1
    
    
    
    1
    
    
    
    3
    
    
    
    3Interest cost
    
    
    17
    
    
    
    21
    
    
    
    51
    
    
    
    64Amortization of transition obligation
    
    
    4
    
    
    
    4
    
    
    
    12
    
    
    
    12Amortization of prior service costs
    
    
    4
    
    
    
    4
    
    
    
    12
    
    
    
    12Amortization of unrecognized (gain) loss
    
    
    (4
    )
    
    
    9
    
    
    
    (12
    )
    
    
    27$
    22
    
    
    
    39
    
    
    
    66
    
    
    
    118
 Note 6  Income Taxes
  8




---



##### 



9




---



##### 



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




---



##### 



Overview
    Comparison of Financial Condition at September 30, 2007 and December 31, 2006
     11




---



##### 



Comparison of Operating Results for the Three Months Ended September 30, 2007 and 2006
 Interest Income.
   12




---



##### 



Interest Expense.
    Net Interest Income.
 13




---



##### 



Provision for Loan Losses.
   Non-interest Income.
 Non-interest Expense.
 Income Tax Expense.
  14




---



##### 



NORTHFIELD BANCORP, INC.
 For the Three Months Ended September 30,2007
    
    
    2006Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/
    
    
    Outstanding
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate (1)
    
    
    Balance
    
    
    Interest
    
    
    Rate (1)(Dollars in thousands)Interest-earning assets:Loans
    
    $
    425,755
    
    
    $
    7,283
    
    
    
    6.79
    %
    
    $
    418,031
    
    
    $
    7,128
    
    
    
    6.76
    %Mortgage-backed securities
    
    
    729,221
    
    
    
    7,915
    
    
    
    4.31
    
    
    
    775,972
    
    
    
    7,959
    
    
    
    4.07Other securities
    
    
    33,670
    
    
    
    389
    
    
    
    4.58
    
    
    
    55,620
    
    
    
    673
    
    
    
    4.80Federal Home Loan Bank of New
York stock
    
    
    6,511
    
    
    
    119
    
    
    
    7.25
    
    
    
    8,719
    
    
    
    148
    
    
    
    6.73Interest-earning deposits in
financial institutions
    
    
    85,776
    
    
    
    931
    
    
    
    4.31
    
    
    
    26,609
    
    
    
    334
    
    
    
    4.98Total interest-earning assets
    
    
    1,280,933
    
    
    
    16,637
    
    
    
    5.15
    
    
    
    1,284,951
    
    
    
    16,242
    
    
    
    5.01Non-interest-earning assets
    
    
    58,244
    
    
    
    
    
    
    
    
    
    
    
    46,890Total assets
    
    $
    1,339,177
    
    
    
    
    
    
    
    
    
    
    $
    1,331,841Interest-bearing liabilities:NOW accounts
    
    $
    54,731
    
    
    
    250
    
    
    
    1.81
    
    
    $
    37,985
    
    
    
    109
    
    
    
    1.14Savings accounts
    
    
    378,472
    
    
    
    682
    
    
    
    0.71
    
    
    
    385,746
    
    
    
    678
    
    
    
    0.70Certificates of deposit
    
    
    486,290
    
    
    
    5,140
    
    
    
    4.19
    
    
    
    492,793
    
    
    
    5,174
    
    
    
    4.17Total interest-bearing deposits
    
    
    919,493
    
    
    
    6,072
    
    
    
    2.62
    
    
    
    916,524
    
    
    
    5,961
    
    
    
    2.58Repurchase agreements
    
    
    115,033
    
    
    
    1,187
    
    
    
    4.09
    
    
    
    140,065
    
    
    
    1,271
    
    
    
    3.60Other borrowings
    
    
    22,771
    
    
    
    219
    
    
    
    3.82
    
    
    
    22,551
    
    
    
    217
    
    
    
    3.82Total interest-bearing
liabilities
    
    
    1,057,297
    
    
    
    7,478
    
    
    
    2.81
    
    
    
    1,079,140
    
    
    
    7,449
    
    
    
    2.74Non-interest bearing deposit
accounts
    
    
    94,685
    
    
    
    
    
    
    
    
    
    
    
    88,200Accrued expenses and other
liabilities
    
    
    14,522
    
    
    
    
    
    
    
    
    
    
    
    10,338Total liabilities
    
    
    1,166,504
    
    
    
    
    
    
    
    
    
    
    
    1,177,678Stockholders equity
    
    
    172,673
    
    
    
    
    
    
    
    
    
    
    
    154,163Total liabilities and
stockholders
equity
    
    $
    1,339,177
    
    
    
    
    
    
    
    
    
    
    $
    1,331,841Net interest income
    
    
    
    
    
    $
    9,159
    
    
    
    
    
    
    
    
    
    
    $
    8,793Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.34
    %
    
    
    
    
    
    
    
    
    
    
    2.27
    %Net interest-earning assets (3)
    
    $
    223,636
    
    
    
    
    
    
    
    
    
    
    $
    205,811Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    2.84
    %
    
    
    
    
    
    
    
    
    
    
    2.71
    %Average interest-earning assets
to interest-bearing liabilities
    
    
    121.15
    %
    
    
    
    
    
    
    
    
    
    
    119.07
    %
 
 (1)
    
    Average yields and rates for the three months ended September 30, 2007 and 2006 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




---



##### 



Comparison of Operating Results for the Nine Months Ended September 30, 2007 and 2006
 Interest Income.
    Interest Expense.
  16




---



##### 



Net Interest Income.
 Provision for Loan Losses.
  Non-interest Income.
 Non-interest Expense.
 17




---



##### 



Income Tax Expense.
 18




---



##### 



NORTHFIELD BANCORP, INC.
 For the Nine Months Ended September 30,2007
    
    
    2006Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/
    
    
    Outstanding
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate (1)
    
    
    Balance
    
    
    Interest
    
    
    Rate (1)(Dollars in thousands)Interest-earning assets:Loans
    
    $
    422,905
    
    
    $
    21,329
    
    
    
    6.74
    %
    
    $
    406,125
    
    
    $
    20,474
    
    
    
    6.74
    %Mortgage-backed securities
    
    
    709,302
    
    
    
    22,348
    
    
    
    4.21
    
    
    
    821,013
    
    
    
    25,230
    
    
    
    4.11Other securities
    
    
    40,798
    
    
    
    1,452
    
    
    
    4.76
    
    
    
    48,836
    
    
    
    1,606
    
    
    
    4.40Federal Home Loan Bank of New
York stock
    
    
    6,594
    
    
    
    387
    
    
    
    7.85
    
    
    
    10,137
    
    
    
    454
    
    
    
    5.99Interest-earning deposits in
financial institutions
    
    
    66,902
    
    
    
    2,267
    
    
    
    4.53
    
    
    
    24,989
    
    
    
    912
    
    
    
    4.88Total interest-earning assets
    
    
    1,246,501
    
    
    
    47,783
    
    
    
    5.13
    
    
    
    1,311,100
    
    
    
    48,676
    
    
    
    4.96Non-interest-earning assets
    
    
    57,739
    
    
    
    
    
    
    
    
    
    
    
    46,736Total assets
    
    $
    1,304,240
    
    
    
    
    
    
    
    
    
    
    $
    1,357,836Interest-bearing liabilities:NOW accounts
    
    $
    47,601
    
    
    
    600
    
    
    
    1.69
    
    
    $
    36,438
    
    
    
    213
    
    
    
    0.78Savings accounts
    
    
    357,193
    
    
    
    1,861
    
    
    
    0.70
    
    
    
    408,176
    
    
    
    2,138
    
    
    
    0.70Certificates of deposit
    
    
    489,425
    
    
    
    15,719
    
    
    
    4.29
    
    
    
    467,413
    
    
    
    13,308
    
    
    
    3.81Total interest-bearing
deposits
    
    
    894,219
    
    
    
    18,180
    
    
    
    2.72
    
    
    
    912,027
    
    
    
    15,659
    
    
    
    2.30Repurchase agreements
    
    
    110,542
    
    
    
    3,293
    
    
    
    3.98
    
    
    
    165,714
    
    
    
    4,364
    
    
    
    3.52Other borrowings
    
    
    22,581
    
    
    
    646
    
    
    
    3.82
    
    
    
    27,759
    
    
    
    754
    
    
    
    3.63Total interest-bearing
liabilities
    
    
    1,027,342
    
    
    
    22,119
    
    
    
    2.88
    
    
    
    1,105,500
    
    
    
    20,777
    
    
    
    2.51Non-interest bearing deposit
accounts
    
    
    93,629
    
    
    
    
    
    
    
    
    
    
    
    89,538Accrued expenses and other
liabilities
    
    
    13,911
    
    
    
    
    
    
    
    
    
    
    
    11,030Total liabilities
    
    
    1,134,882
    
    
    
    
    
    
    
    
    
    
    
    1,206,068Stockholders equity
    
    
    169,358
    
    
    
    
    
    
    
    
    
    
    
    151,768Total liabilities and
stockholders equity
    
    $
    1,304,240
    
    
    
    
    
    
    
    
    
    
    $
    1,357,836Net interest income
    
    
    
    
    
    $
    25,664
    
    
    
    
    
    
    
    
    
    
    $
    27,899Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.25
    %
    
    
    
    
    
    
    
    
    
    
    2.45
    %Net interest-earning assets (3)
    
    $
    219,159
    
    
    
    
    
    
    
    
    
    
    $
    205,600Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    2.75
    %
    
    
    
    
    
    
    
    
    
    
    2.85
    %Average interest-earning
assets to interest-bearing
liabilities
    
    
    121.33
    %
    
    
    
    
    
    
    
    
    
    
    118.60
    %
 
 (1)
    
    Average yields and rates for the nine months ended September 30, 2007 and 2006 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. 
 19




---



##### 



Liquidity and Capital Resources
 Liquidity
  Capital Resources
 Minimum
    
    Minimum Required toRequired for
    
    Be Well CapitalizedCapital
    
    Under PromptAdequacy
    
    Corrective ActionActual Ratio
    
    Purposes
    
    ProvisionsSeptember 30,
2007Total capital (to risk- weighted assets)
    
    
    23.78
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 (core) capital (to risk-weighted assets)
    
    
    23.10
    
    
    
    4.00
    
    
    
    6.00Tier 1 (core) capital (to adjusted total assets)
    
    
    12.94
    
    
    
    4.00
    
    
    
    5.00December 31, 2006Total capital (to risk- weighted assets)
    
    
    25.03
    %
    
    
    8.00
    %
    
    
    10.00
    %Tier 1 (core) capital (to risk-weighted assets)
    
    
    24.25
    
    
    
    4.00
    
    
    
    6.00Tier 1 (core) capital (to adjusted total assets)
    
    
    12.38
    
    
    
    4.00
    
    
    
    5.00
 20




---



##### 



Off-Balance Sheet Arrangements and Contractual Obligations
   Less than
    
    One-Three
    
    Three-Five
    
    More thanContractual Obligation
    
    Total
    
    One Year
    
    Years
    
    Years
    
    Five YearsDebt obligations (excluding capitalized leases)
    
    $
    109,000
    
    
    
    89,000
    
    
    
    20,000
    
    
    
    
    
    
    
    Commitments to originate loans
    
    $
    18,575
    
    
    
    18,575
    
    
    
    
    
    
    
    
    
    
    
    Commitments to fund unused lines of credit
    
    $
    16,856
    
    
    
    16,856
    
    
    
    
    
    
    
    
    
    
    
    
    21




---



##### 



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 duration 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.
 22




---



##### 



NPV
    
    Net Interest IncomeChange in
    
    
    
    
    
    Estimated
    
    Estimated
    
    Estimated Net
    
    Increase (Decrease) inInterest Rates
    
    Estimated
    
    Increase
    
    NPV Ratio
    
    Interest
    
    Estimated Net Interest(basis points)
    
    NPV
    
    Amount
    
    Percent
    
    Income
    
    Amount
    
    Percent200
    
    
    $
    201,944
    
    
    $
    (36,142
    )
    
    
    15.5
    %
    
    $
    51,991
    
    
    $
    1,079
    
    
    
    2.12
    %100
    
    
    
    219,628
    
    
    
    (18,458
    )
    
    
    16.7
    %
    
    
    51,452
    
    
    
    540
    
    
    
    1.06
    %0
    
    
    
    238,086
    
    
    
    
    
    
    
    17.9
    %
    
    
    50,912
    
    
    
    
    
    
    (100
    )
    
    
    255,450
    
    
    
    17,364
    
    
    
    18.9
    %
    
    
    50,039
    
    
    
    (873
    )
    
    
    (1.71
    )%(200
    )
    
    $
    265,647
    
    
    $
    27,561
    
    
    
    19.5
    %
    
    $
    47,241
    
    
    $
    (3,671
    )
    
    
    (7.21
    )%
    23




---



##### 



ITEM 4. CONTROLS AND PROCEDURES
  ITEM 4T. CONTROLS AND PROCEDURES
   24




---



##### 



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. The Registrant completed its initial stock offering on November 7,
2007. Subscriptions received in the offering earned interest at Northfield Banks passbook
savings rate. There have been no material changes in the Registrants projected use of the
offering proceeds as from what was disclosed in the section entitled How We Intend to Use
the Proceeds from the Stock Offering in the Registrants Registration Statement on Form
S-1 (Commission File No. 333-143643)(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
  25




---



##### 



SIGNATURES
  NORTHFIELD BANCORP, INC.
(Registrant)Date: November 13, 2007/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) 26




---



##### 



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.
 27