##### 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, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For transition period from                     to
 Commission File Number 1-33732
 
 NORTHFIELD BANCORP, INC.
 (Exact name of registrant as specified in its charter)
 
 United States of America
    
    42-1572539(State or other jurisdiction of incorporation)
    
    (I.R.S. Employer Identification No.)1410 St. Georges Avenue, Avenel, New Jersey
    
    07001(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (732) 499-7200
 Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



NORTHFIELD BANCORP, INC.
   PageNumberPART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    2Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    26PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    27Item 1A. Risk Factors
    
    
    27Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3. Defaults Upon Senior Securities
    
    
    27Item 4. Submission of Matters to a Vote of Security Holders
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    27Signatures
    
    
    28EX-10.1EX-31.1EX-31.2EX-32
  1




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##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 NORTHFIELD BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
 March 31,
    
    December 31,2009
    
    2008(Unaudited)ASSETS:Cash and due from banks
    
    $
    8,138
    
    
    
    9,014Interest-bearing deposits in other financial institutions
    
    
    96,254
    
    
    
    41,114Total cash and cash equivalents
    
    
    104,392
    
    
    
    50,128Certificates of deposit in other financial institutions
    
    
    7,716
    
    
    
    53,653Trading securities
    
    
    2,522
    
    
    
    2,498Securities available-for-sale, at estimated fair value
(encumbered $182,011 in 2009 and $183,711 in 2008)
    
    
    980,079
    
    
    
    957,585Securities held-to-maturity, at amortized cost (estimated fair value of $13,572
in 2009 and $14,588 in 2008) (encumbered $1,088 in 2009 and $1,241 in 2008)
    
    
    13,359
    
    
    
    14,479Loans held-for-sale
    
    
    1,059
    
    
    
    Loans held-for-investment, net
    
    
    624,250
    
    
    
    589,984Allowance for loan losses
    
    
    (9,827
    )
    
    
    (8,778
    )Net loans held-for-investment
    
    
    614,423
    
    
    
    581,206Accrued interest receivable
    
    
    6,551
    
    
    
    8,319Bank owned life insurance
    
    
    42,434
    
    
    
    42,001Federal Home Loan Bank of New York stock, at cost
    
    
    7,115
    
    
    
    9,410Premises and equipment, net
    
    
    9,388
    
    
    
    8,899Goodwill
    
    
    16,159
    
    
    
    16,159Other real estate owned
    
    
    1,071
    
    
    
    1,071Other assets
    
    
    10,284
    
    
    
    12,353Total assets
    
    $
    1,816,552
    
    
    
    1,757,761LIABILITIES AND STOCKHOLDERS EQUITY:LIABILITIES:Deposits
    
    $
    1,114,491
    
    
    
    1,024,439Borrowings
    
    
    281,017
    
    
    
    332,084Advance payments by borrowers for taxes and insurance
    
    
    2,368
    
    
    
    3,823Accrued expenses and other liabilities
    
    
    27,611
    
    
    
    10,837Total liabilities
    
    
    1,425,487
    
    
    
    1,371,183STOCKHOLDERS EQUITY:Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued or outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value: 90,000,000 shares authorized, 45,635,511 and 44,803,061
shares issued at March 31, 2009, and December 31, 2008, respectively, 45,257,961
and 44,803,061 outstanding at March 31, 2009, and December 31, 2008,
respectively
    
    
    456
    
    
    
    448Additional paid-in-capital
    
    
    200,005
    
    
    
    199,453Unallocated common stock held by employee stock ownership plan
    
    
    (16,245
    )
    
    
    (16,391
    )Retained earnings
    
    
    205,046
    
    
    
    203,085Accumulated other comprehensive income (loss)
    
    
    5,604
    
    
    
    (17
    )Treasury stock at cost; 377,550 and 0 shares at March 31, 2009 and December 31, 2008,
respectively
    
    
    (3,801
    )
    
    
    Total stockholders equity
    
    
    391,065
    
    
    
    386,578Total liabilities and stockholders equity
    
    $
    1,816,552
    
    
    
    1,757,761
  2




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
 Three months endedMarch 31,2009
    
    2008Interest income:Loans
    
    $
    8,571
    
    
    
    6,989Mortgage-backed securities
    
    
    11,114
    
    
    
    8,425Other securities
    
    
    282
    
    
    
    710Federal Home Loan Bank of New York dividends
    
    
    80
    
    
    
    131Deposits in other financial institutions
    
    
    435
    
    
    
    1,060Total interest income
    
    
    20,482
    
    
    
    17,315Interest expense:Deposits
    
    
    4,957
    
    
    
    4,785Borrowings
    
    
    2,764
    
    
    
    1,939Total interest expense
    
    
    7,721
    
    
    
    6,724Net interest income
    
    
    12,761
    
    
    
    10,591Provision for loan losses
    
    
    1,644
    
    
    
    598Net interest income after provision for loan losses
    
    
    11,117
    
    
    
    9,993Non-interest income:Fees and service charges for customer services
    
    
    659
    
    
    
    765Income on bank owned life insurance
    
    
    433
    
    
    
    2,933Loss on securities transactions, net
    
    
    (154
    )
    
    
    (327
    )Other
    
    
    31
    
    
    
    28Total non-interest income
    
    
    969
    
    
    
    3,399Non-interest expense:Compensation and employee benefits
    
    
    3,768
    
    
    
    3,001Occupancy
    
    
    1,120
    
    
    
    828Furniture and equipment
    
    
    288
    
    
    
    220Data processing
    
    
    844
    
    
    
    636FDIC insurance
    
    
    414
    
    
    
    48Professional fees
    
    
    526
    
    
    
    364Other
    
    
    822
    
    
    
    889Total non-interest expense
    
    
    7,782
    
    
    
    5,986Income before income tax expense
    
    
    4,304
    
    
    
    7,406Income tax expense
    
    
    1,569
    
    
    
    1,801Net income
    
    $
    2,735
    
    
    
    5,605Basic and diluted earnings per share
    
    $
    0.06
    
    
    
    0.13
  3




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Unallocatedcommon stockheld by the
    
    
    
    
    
    AccumulatedCommon Stock
    
    Additional
    
    employee stock
    
    
    
    
    
    other
    
    
    
    
    
    TotalPar
    
    paid-in
    
    ownership
    
    Retained
    
    comprehensive
    
    Treasury
    
    stockholdersShares
    
    value
    
    capital
    
    plan
    
    earnings
    
    income (loss)
    
    Stock
    
    equityBalance at December 31, 2007
    
    
    44,803,061
    
    
    
    448
    
    
    
    199,395
    
    
    
    (16,977
    )
    
    
    187,992
    
    
    
    (3,518
    )
    
    
    
    
    
    
    367,340Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,605
    
    
    
    
    
    
    
    
    
    
    
    5,605Change in accumulated 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
    
    
    
    
    
    
    
    377,956Balance at December 31, 2008
    
    
    44,803,061
    
    
    
    448
    
    
    
    199,453
    
    
    
    (16,391
    )
    
    
    203,085
    
    
    
    (17
    )
    
    
    
    
    
    
    386,578Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,735
    
    
    
    
    
    
    
    
    
    
    
    2,735Change in accumulated comprehensive
income (loss), net of tax of $4,181
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,621
    
    
    
    
    
    
    
    5,621Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,356ESOP shares allocated
or committed to be released
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    146
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    147Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    559
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    559Dividends declared ($0.04 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (774
    )
    
    
    
    
    
    
    
    
    
    
    (774
    )Issuance of Restricted Stock
    
    
    832,450
    
    
    
    8
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury stock (average cost of $10.07
per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,801
    )
    
    
    (3,801
    )Balance at March 31, 2009
    
    
    45,635,511
    
    
    $
    456
    
    
    
    200,005
    
    
    
    (16,245
    )
    
    
    205,046
    
    
    
    5,604
    
    
    
    (3,801
    )
    
    
    391,065
  4




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NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three months endedMarch 31,2009
    
    2008Cash flows from operating activities:Net income
    
    $
    2,735
    
    
    
    5,605Adjustments to reconcile net income to net cash provided by (used in) operating activities:Provision for loan losses
    
    
    1,644
    
    
    
    598ESOP and stock-based compensation
    
    
    706
    
    
    
    150Depreciation
    
    
    412
    
    
    
    333Accretion of discounts, and deferred loan fees, net of amortization of premiums
    
    
    (419
    )
    
    
    (510
    )Amortization of mortgage servicing rights
    
    
    27
    
    
    
    33Income on bank owned life insurance
    
    
    (433
    )
    
    
    (423
    )Gain on bank owned life insurance death benefit
    
    
    
    
    
    
    (2,510
    )Net gain on sale of loans held-for-sale
    
    
    (14
    )
    
    
    (16
    )Proceeds from sale of loans held-for-sale
    
    
    1,222
    
    
    
    2,164Origination of loans held-for-sale
    
    
    (2,267
    )
    
    
    (1,998
    )Loss on securities transactions, net
    
    
    154
    
    
    
    327Net purchases of trading securities
    
    
    185
    
    
    
    (321
    )Decrease (increase) in accrued interest receivable
    
    
    1,768
    
    
    
    (762
    )Increase in other assets
    
    
    (2,666
    )
    
    
    (587
    )Decrease in accrued expenses and other liabilities
    
    
    (158
    )
    
    
    (9,163
    )Amortization of core deposit intangible
    
    
    95
    
    
    
    95Net cash provided by (used in) operating activities
    
    
    2,991
    
    
    
    (6,985
    )Cash flows from investing activities:Net increase in loans receivable
    
    $
    (34,927
    )
    
    
    (22,072
    )Redemptions (purchases) of Federal Home Loan Bank of New York stock, net
    
    
    2,295
    
    
    
    (6,179
    )Purchases of securities available-for-sale
    
    
    (70,700
    )
    
    
    (136,785
    )Principal payments and maturities on securities available-for-sale
    
    
    73,431
    
    
    
    110,163Principal payments and maturities on securities held-to-maturity
    
    
    1,122
    
    
    
    1,338Proceeds from sale of securities available-for-sale
    
    
    1,998
    
    
    
    2,261Purchases of certificates of deposit in other financial institutions
    
    
    
    
    
    
    (93,000
    )Proceeds from maturities of certificates of deposit in other financial institutions
    
    
    46,000
    
    
    
    14,500Purchases and improvements of premises and equipment
    
    
    (901
    )
    
    
    (62
    )Net cash provided by (used in) investing activities
    
    
    18,318
    
    
    
    (129,836
    )Cash flows from financing activities:Net increase (decrease) in deposits
    
    
    90,052
    
    
    
    (4,425
    )Dividends paid
    
    
    (774
    )
    
    
    Purchase of treasury stock
    
    
    (3,801
    )
    
    
    (Decrease) increase in advance payments by borrowers for taxes and insurance
    
    
    (1,455
    )
    
    
    1,035Repayments under capital lease obligations
    
    
    (67
    )
    
    
    (32
    )Proceeds from borrowings
    
    
    20,000
    
    
    
    196,300Repayments related to borrowings
    
    
    (71,000
    )
    
    
    (59,000
    )Net cash provided by financing activities
    
    
    32,955
    
    
    
    133,878Net increase (decrease) in cash and cash equivalents
    
    
    54,264
    
    
    
    (2,943
    )Cash and cash equivalents at beginning of period
    
    
    50,128
    
    
    
    25,088Cash and cash equivalents at end of period
    
    $
    104,392
    
    
    
    22,145Supplemental cash flow information:Cash paid during the period for:Interest
    
    $
    8,251
    
    
    
    6,280Income taxes
    
    
    183
    
    
    
    9,563Non-cash transaction:Loans charged-off
    
    
    595
    
    
    
    
 
 5




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




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Weighted
    
    
    Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AverageNumber of
    
    
    Grant Date
    
    
    Exercise
    
    
    ContractualStock Options
    
    
    Fair Value
    
    
    Price
    
    
    Life (years)Outstanding- December 31, 2008
    
    
    Granted
    
    
    2,102,600
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    10Forfeited
    
    
    Outstanding- March 31, 2009
    
    
    2,102,600
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    9.72Exercisable- March 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   WeightedNumber of
    
    
    AverageShares
    
    
    Grant DateAwarded
    
    
    Fair ValueNon-vested at December 31, 2008
    
    
    Granted
    
    
    832,450
    
    
    $
    9.94VestedForfeitedNon-vested at March 31, 2009
    
    
    832,450
    
    
    $
    9.94
   Note
3   Stock Repurchase Program
  Note 4
 Earnings Per Share
  7




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    For the three months endedMarch 31,2009
    
    2008Net income available to common stockholders
    
    $
    2,735
    
    
    $
    5,605Weighted average shares outstanding-basic
    
    
    43,089,331
    
    
    
    43,111,876Effect of non-vested restricted stock and stock
options outstanding
    
    
    15,078
    
    
    
    Weighted average shares outstanding-diluted
    
    
    43,104,409
    
    
    
    43,111,876Earnings per share-basic
    
    $
    0.06
    
    
    $
    0.13Earnings per share-diluted
    
    $
    0.06
    
    
    $
    0.13
 Note 5  Net Loans Held-for-Investment
 8




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  March 31,
    
    December 31,2009
    
    2008Real estate loans:Commercial mortgage
    
    $
    297,895
    
    
    
    289,123One- to four-family residential mortgage
    
    
    99,513
    
    
    
    103,128Home equity and lines of credit
    
    
    23,774
    
    
    
    24,182Construction and land
    
    
    48,722
    
    
    
    52,158Multifamily
    
    
    131,620
    
    
    
    108,534Total real estate loans
    
    
    601,524
    
    
    
    577,125Commercial and industrial loans
    
    
    20,368
    
    
    
    11,025Other loans
    
    
    2,004
    
    
    
    1,339Total commercial and industrial and other loans
    
    
    22,372
    
    
    
    12,364Total loans held-for-investment
    
    
    623,896
    
    
    
    589,489Deferred loan cost, net
    
    
    354
    
    
    
    495Loans held-for-investment, net
    
    
    624,250
    
    
    
    589,984Allowance for loan losses
    
    
    (9,827
    )
    
    
    (8,778
    )Net loans held-for-investment
    
    $
    614,423
    
    
    
    581,206
  At or for thethree months endedMarch 31,2009
    
    2008Beginning balance
    
    $
    8,778
    
    
    
    5,636Provision for loan losses
    
    
    1,644
    
    
    
    598Charge-offs- construction and land loans
    
    
    (595
    )
    
    
    Ending balance
    
    $
    9,827
    
    
    
    6,234
  9




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2009AllowanceRecorded
    
    
    for Loan
    
    
    NetInvestment
    
    
    Losses
    
    
    InvestmentNon-accruing loans
    
    $
    9,582
    
    
    
    (541
    )
    
    
    9,041Non-accruing trouble debt restructured loans
    
    
    9,650
    
    
    
    
    
    
    
    9,650Accruing trouble debt restructured loans
    
    
    2,414
    
    
    
    (53
    )
    
    
    2,361Total impaired loans
    
    $
    21,646
    
    
    
    (594
    )
    
    
    21,052
 December 31, 2008AllowanceRecorded
    
    
    for Loan
    
    
    NetInvestment
    
    
    Losses
    
    
    InvestmentNon-accruing loans
    
    $
    5,679
    
    
    
    (185
    )
    
    
    5,494Non-accruing trouble debt
restructured loans
    
    
    950
    
    
    
    (125
    )
    
    
    825Total impaired loans
    
    $
    6,629
    
    
    
    (310
    )
    
    
    6,319
   Note 6  Deposits
  March 31,
    
    December 31,2009
    
    2008Non-interest-bearing demand
    
    $
    102,974
    
    
    
    93,170Interest-bearing negotiable orders of withdrawal
(NOW)
    
    
    66,237
    
    
    
    64,382Savings-passbook, statement, tiered, and money market
    
    
    468,779
    
    
    
    449,302Certificates of deposit
    
    
    476,501
    
    
    
    417,585$
    1,114,491
    
    
    
    1,024,439
  10




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Three months endedMarch 31,2009
    
    2008Negotiable order of withdrawal
    
    $
    299
    
    
    
    302Savings-passbook, statement, tiered, and money market
    
    
    1,337
    
    
    
    602Certificates of deposit
    
    
    3,321
    
    
    
    3,881$
    4,957
    
    
    
    4,785
 Note 7  Other Postretirement Benefits
  Three months endedMarch 31,2009
    
    2008Service cost
    
    $
    1
    
    
    
    1Interest cost
    
    
    24
    
    
    
    24Amortization of transition obligation
    
    
    4
    
    
    
    4Amortization of prior service costs
    
    
    4
    
    
    
    4Amortization of unrecognized loss (gain)
    
    
    4
    
    
    
    5$
    37
    
    
    
    38
 Note 8  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.
  11




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Fair Value Measurements at Reporting Date Using:Quoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsMarch 31, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Investment securities:Available-for-sale:Mortgage-backed securities
    
    $
    936,610
    
    
    $
    
    
    
    $
    936,610
    
    
    $
    Corporate bonds
    
    
    17,486
    
    
    
    
    
    
    
    17,486
    
    
    
    Equities
    
    
    25,983
    
    
    
    25,983
    
    
    
    
    
    
    
    Total available-for-sale
    
    
    980,079
    
    
    
    25,983
    
    
    
    954,096
    
    
    
    Trading securities
    
    
    2,522
    
    
    
    2,522
    
    
    
    
    
    
    
    Total
    
    $
    982,601
    
    
    $
    28,505
    
    
    $
    954,096
    
    
    $
    
 Quoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDecember 31, 2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Investment securities:Available-for-sale:Mortgage-backed securities
    
    $
    931,209
    
    
    $
    
    
    
    $
    931,209
    
    
    $
    Corporate bonds
    
    
    17,351
    
    
    
    
    
    
    
    17,351
    
    
    
    Equities
    
    
    9,025
    
    
    
    9,025
    
    
    
    
    
    
    
    Total available-for-sale
    
    
    957,585
    
    
    
    9,025
    
    
    
    948,560
    
    
    
    Trading securities
    
    
    2,498
    
    
    
    2,498
    
    
    
    
    
    
    
    Total
    
    $
    960,083
    
    
    $
    11,523
    
    
    $
    948,560
    
    
    $
    
 Available -for- Sale Securities:
  12




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Trading Securities:
  Impaired Assets:
 Note 9  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 10  Recent Accounting Pronouncements
  13




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NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       14




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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 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 or other changes that reduce
our interest margins or reduce the fair value of financial instruments;
    
    general economic conditions, either nationally or in our market areas, that are
worse than expected;
    
    adverse changes in the securities markets;
    
    legislative or regulatory changes that adversely affect our business;
    
    our ability to enter new markets successfully and take advantage of growth
opportunities, and the possible dilutive effect of potential acquisitions or de novo
branches, if any;
    
    changes in consumer spending, borrowing and savings habits;
    
    changes in accounting policies and practices, as may be adopted by bank regulatory
agencies, the Financial Accounting Standards Board, the Public Company Accounting
Oversight Board and other promulgating authorities;
    
    inability of third-party providers to perform their obligations to us;
    
    the effect of current governmental effort to restructure the U.S. financial and
regulatory system;
    
    the effect of developments in the secondary market affecting our loan pricing;
    
    the level of future deposit insurance premiums
    
    changes in our organization, compensation and benefit plans; and
    
    the effect of the current financial crisis on our loan portfolio, investment
portfolio, and deposit and other customers.
  Critical Accounting Policies
  15




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##### Table of Contents



Overview
     
    
    Total assets increased $58.8 million to $1.82 billion at March 31, 2009, from
$1.76 billion at December 31, 2008.
 o
    
    Securities increased $21.4 million.o
    
    Net loans held-for-investment increased $33.2 million.
 
    
    Total liabilities increased $54.3 million to $1.43 billion at March 31, 2009,
from $1.37 billion at December 31, 2008
 o
    
    Deposits increased $90.1 million.o
    
    Borrowed funds decreased $51.1 million.
 
    
    Net interest income increased $2.2 million to $12.8 million for the quarter
ended March 31, 2009, as compared to $10.6 million for the quarter ended March 31,
2008.
 o
    
    The net interest margin decreased three basis points to
3.07% for the quarter ended March 31, 2009, as compared to 3.10% for the
quarter ended March 31, 2008.
 
    
    The provision for loan losses was $1.6 million for the quarter ended March 31,
2009, compared to $598,000 for the quarter ended March 31, 2008.
 16




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##### Table of Contents



Comparison of Financial Condition at March 31, 2009 and December 31, 2008
         Comparison of Operating Results for the Three Months Ended March 31, 2009, and 2008
 17




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##### Table of Contents



Net income .
 Interest income.
 Interest Expense.
 Net Interest Income.
 Provision for Loan Losses.
 18




---



##### Table of Contents



(in thousands)
    
    March 31, 2009
    
    
    December 31, 2008Non-accruing loans
    
    $
    22,816
    
    
    
    9,502(includes $9,650 and $950 in troubled debt
restructured loans at March 31, 2009 and
December 31, 2008, respectively)Loans 90 days or more past maturity and still accruing
    
    
    1,281
    
    
    
    137Total Nonperforming loans
    
    
    24,097
    
    
    
    9,639Other Real Estate Owned
    
    
    1,071
    
    
    
    1,071Total Nonperforming assets
    
    $
    25,168
    
    
    
    10,710Accruing loans subject to troubled debt restructuring
agreements
    
    $
    2,414
    
    
    
    
  Non-interest Income.
 Non-interest Expense.
 19




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##### Table of Contents



Income Tax Expense.
 20




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##### Table of Contents



NORTHFIELD BANCORP, INC.
 For the Three Months Ended March 31,2009
    
    
    2008Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/ Rate
    
    
    Outstanding
    
    
    
    
    
    
    Yield/ RateBalance
    
    
    Interest
    
    
    (1)
    
    
    Balance
    
    
    Interest
    
    
    (1)Interest-earning assets:Loans
    
    $
    601,245
    
    
    $
    8,571
    
    
    
    5.78
    %
    
    $
    433,166
    
    
    $
    6,989
    
    
    
    6.49
    %Mortgage-backed securities
    
    
    943,951
    
    
    
    11,114
    
    
    
    4.77
    
    
    
    760,018
    
    
    
    8,425
    
    
    
    4.46Other securities
    
    
    31,943
    
    
    
    282
    
    
    
    3.58
    
    
    
    58,042
    
    
    
    710
    
    
    
    4.92Federal Home Loan Bank of New York stock
    
    
    7,917
    
    
    
    80
    
    
    
    4.10
    
    
    
    10,524
    
    
    
    131
    
    
    
    5.01Interest-earning deposits in financial institutions
    
    
    98,229
    
    
    
    435
    
    
    
    1.80
    
    
    
    114,137
    
    
    
    1,060
    
    
    
    3.74Total interest-earning assets
    
    
    1,683,285
    
    
    
    20,482
    
    
    
    4.93
    
    
    
    1,375,887
    
    
    
    17,315
    
    
    
    5.06Non-interest-earning assets
    
    
    86,820
    
    
    
    
    
    
    
    
    
    
    
    83,968Total assets
    
    $
    1,770,105
    
    
    
    
    
    
    
    
    
    
    $
    1,459,855Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    $
    523,886
    
    
    
    1,636
    
    
    
    1.27
    
    
    $
    373,569
    
    
    
    904
    
    
    
    0.97Certificates of deposit
    
    
    448,761
    
    
    
    3,321
    
    
    
    3.00
    
    
    
    392,260
    
    
    
    3,881
    
    
    
    3.98Total interest-bearing deposits
    
    
    972,647
    
    
    
    4,957
    
    
    
    2.07
    
    
    
    765,829
    
    
    
    4,785
    
    
    
    2.51Borrowed funds
    
    
    304,513
    
    
    
    2,764
    
    
    
    3.68
    
    
    
    209,322
    
    
    
    1,939
    
    
    
    3.73Total interest-bearing liabilities
    
    
    1,277,160
    
    
    
    7,721
    
    
    
    2.45
    
    
    
    975,151
    
    
    
    6,724
    
    
    
    2.77Non-interest bearing deposit accounts
    
    
    94,185
    
    
    
    
    
    
    
    
    
    
    
    94,364Accrued expenses and other liabilities
    
    
    11,816
    
    
    
    
    
    
    
    
    
    
    
    16,563Total liabilities
    
    
    1,383,161
    
    
    
    
    
    
    
    
    
    
    
    1,086,078Stockholders equity
    
    
    386,944
    
    
    
    
    
    
    
    
    
    
    
    373,777Total liabilities and stockholders equity
    
    $
    1,770,105
    
    
    
    
    
    
    
    
    
    
    $
    1,459,855Net interest income
    
    
    
    
    
    $
    12,761
    
    
    
    
    
    
    
    
    
    
    $
    10,591Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.48
    %
    
    
    
    
    
    
    
    
    
    
    2.29
    %Net interest-earning assets (3)
    
    $
    406,125
    
    
    
    
    
    
    
    
    
    
    $
    400,736Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.07
    %
    
    
    
    
    
    
    
    
    
    
    3.10
    %Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    131.80
    %
    
    
    
    
    
    
    
    
    
    
    141.09
    %
 
 (1)
    
    Average yields and rates for the three months ended March 31, 2009 and 2008, are
annualized.(2)
    
    Net interest rate spread represents the difference between the weighted average yield
on interest-earning assets and the weighted average cost of interest-bearing liabilities.(3)
    
    Net interest-earning assets represent total interest-earning assets less total
interest-bearing liabilities.(4)
    
    Net interest margin represents net interest income divided by average total
interest-earning assets. 21




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##### Table of Contents



Liquidity and Capital Resources
 Liquidity
  Capital Resources
 MinimumRequired to BeMinimum
    
    Well CapitalizedRequired for
    
    under PromptCapital
    
    CorrectiveActual
    
    Adequacy
    
    ActionRatio
    
    Purposes
    
    ProvisionsAs of March 31, 2009:Tangible capital to
tangible assets
    
    
    15.85
    %
    
    
    1.50
    %
    
    
    NA
    %Tier 1 capital  leverage (to
adjusted assets)
    
    
    15.85
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-
weighted assets)
    
    
    33.82
    
    
    
    8.00
    
    
    
    10.00As of December 31, 2008:Tangible capital to
tangible assets
    
    
    15.98
    %
    
    
    1.50
    %
    
    
    NA
    %Tier 1 capital  leverage (to
adjusted assets)
    
    
    15.98
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-
weighted assets)
    
    
    34.81
    
    
    
    8.00
    
    
    
    10.00
 22




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##### Table of Contents



Off-Balance Sheet Arrangements and Contractual Obligations
   One to less
    
    Three toLess than
    
    than Three
    
    less than
    
    Five YearsContractual Obligation
    
    Total
    
    One Year
    
    Years
    
    Five Years
    
    and greater(in thousands)Debt obligations (excluding capitalized leases)
    
    $
    278,800
    
    
    
    62,500
    
    
    
    75,000
    
    
    
    141,300
    
    
    
    Commitments to originate loans
    
    $
    33,711
    
    
    
    33,711
    
    
    
    
    
    
    
    
    
    
    
    Commitments to fund unused lines of credit
    
    $
    41,086
    
    
    
    41,086
    
    
    
    
    
    
    
    
    
    
    
    
   23




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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.
 24




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##### Table of Contents



NPVEstimatedChange in
    
    Estimated
    
    Estimated
    
    
    
    
    
    Estimated
    
    NPV/Present
    
    Net InterestInterest Rates
    
    Present Value
    
    Present Value
    
    Estimated
    
    Change In
    
    Value of
    
    Income Percent(basis points)
    
    of Assets
    
    of Liabilities
    
    NPV
    
    NPV
    
    Assets Ratio
    
    Change+300
    
    $
    1,713,727
    
    
    $
    1,326,114
    
    
    $
    387,613
    
    
    $
    (68,410
    )
    
    
    22.62
    %
    
    
    (3.18
    )%+200
    
    
    1,757,553
    
    
    
    1,347,518
    
    
    
    410,035
    
    
    
    (45,988
    )
    
    
    23.33
    %
    
    
    (1.62
    )%+100
    
    
    1,804,014
    
    
    
    1,369,657
    
    
    
    434,357
    
    
    
    (21,666
    )
    
    
    24.08
    %
    
    
    (0.08
    )%0
    
    
    1,848,591
    
    
    
    1,392,568
    
    
    
    456,023
    
    
    
    
    
    
    
    24.67
    %
    
    
    -100
    
    
    1,874,020
    
    
    
    1,414,305
    
    
    
    459,715
    
    
    
    3,692
    
    
    
    24.53
    %
    
    
    (2.85
    )%
   25




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
   26




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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.
  Total Number of
    
    
    
    
    
    
    Total Number of Shares
    
    
    Maximum Number of SharesShares
    
    
    Average Price Paid
    
    
    Purchased as Part of Publicly
    
    
    That May Yet to Be PurchasedPeriod
    
    Repurchased
    
    
    Per Share
    
    
    Announced Plan
    
    
    Under the Plan or Program (1)January
    
    
    NA
    
    

    
    NA
    


    
    
    NA
    

    
    
    NAFebuary
    
    
    81,150
    
    
    $
    9.97
    
    
    
    81,150
    
    
    
    2,159,003March
    
    
    296,400
    
    
    
    10.09
    
    
    
    296,400
    
    
    
    1,862,603377,550
    
    
    $
    10.07
    
    
    
    377,550
 
 (1)
    
    On February 13, 2009, the Board of Directors of the Company authorized a stock
repurchase program pursuant to which the Company intends to repurchase up to 2,240,153 shares,
representing approximately 5% of its outstanding shares. This program has no expiration date
and has 1,862,603 yet to be purchased at March 31, 2009. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  27




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##### Table of Contents



SIGNATURES
  NORTHFIELD BANCORP, INC.(Registrant)Date: May 11, 2009/s/  John W. Alexander

John W. AlexanderChairman, President and Chief Executive Officer/s/ Steven M. Klein

Steven M. KleinExecutive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)
 28




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##### Table of Contents



ExhibitNumber
    
    Description10.1
    
    Amended and Restated Employee Stock Ownership Plan31.1
    
    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.
 29