##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 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
    
    
    12Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4.
    
    Controls and Procedures
    
    
    25Item 4T.
    
    Controls and Procedures
    
    
    25PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    26Item 1A.
    
    Risk Factors
    
    
    26Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3.
    
    Defaults Upon Senior Securities
    
    
    26Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    26Item 5.
    
    Other Information
    
    
    26Item 6.
    
    Exhibits
    
    
    26Signatures

    
    
    
    27EX-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
 June 30,
    
    December 31,2008
    
    2007(Unaudited)ASSETS:Cash and due from banks
    
    $
    6,272
    
    
    
    7,277Interest-bearing deposits in other financial institutions
    
    
    10,659
    
    
    
    17,811Total cash and cash equivalents
    
    
    16,931
    
    
    
    25,088Certificates of deposit in other financial institutions
    
    
    94,527
    
    
    
    24,500Trading securities
    
    
    3,663
    
    
    
    3,605Securities available-for-sale, at estimated fair value (encumbered $393,186 in 2008
(unaudited) and $139,829 in 2007)
    
    
    843,742
    
    
    
    802,417Securities held-to-maturity, at amortized cost (estimated fair value of $16,742
in 2008 (unaudited) and $19,440 in 2007 (encumbered $11,643 in 2008
(unaudited) and $6,338 in 2007)
    
    
    16,967
    
    
    
    19,686Loans held-for-sale
    
    
    
    
    
    
    270Loans held-for-investment, net
    
    
    517,683
    
    
    
    424,329Allowance for loan losses
    
    
    (7,463
    )
    
    
    (5,636
    )Net loans held-for-investment
    
    
    510,220
    
    
    
    418,693Accrued interest receivable
    
    
    7,255
    
    
    
    5,600Bank owned life insurance
    
    
    41,127
    
    
    
    41,560Federal Home Loan Bank of New York stock, at cost
    
    
    14,630
    
    
    
    6,702Premises and equipment, net
    
    
    8,296
    
    
    
    7,727Goodwill
    
    
    16,159
    
    
    
    16,159Other assets
    
    
    17,456
    
    
    
    14,911Total assets
    
    $
    1,590,973
    
    
    
    1,386,918LIABILITIES AND STOCKHOLDERS EQUITY:LIABILITIES:Deposits
    
    $
    909,032
    
    
    
    877,225Securities sold under agreements to repurchase
    
    
    194,500
    
    
    
    102,000Other borrowings
    
    
    103,654
    
    
    
    22,420Advance payments by borrowers for taxes and insurance
    
    
    1,370
    
    
    
    843Accrued expenses and other liabilities
    
    
    8,831
    
    
    
    17,090Total liabilities
    
    
    1,217,387
    
    
    
    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 June 30, 2008 and December 31, 2007
    
    
    448
    
    
    
    448Additional paid-in-capital
    
    
    199,408
    
    
    
    199,395Unallocated common stock held by employee stock ownership plan
    
    
    (16,685
    )
    
    
    (16,977
    )Retained earnings
    
    
    197,162
    
    
    
    187,992Accumulated other comprehensive loss
    
    
    (6,747
    )
    
    
    (3,518
    )Total stockholders equity
    
    
    373,586
    
    
    
    367,340Total liabilities and stockholders equity
    
    $
    1,590,973
    
    
    
    1,386,918
  2




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
 Three months ended
    
    Six months endedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Interest income:Loans
    
    $
    7,397
    
    
    
    7,133
    
    
    
    14,386
    
    
    
    14,046Mortgage-backed securities
    
    
    9,346
    
    
    
    7,234
    
    
    
    17,771
    
    
    
    14,433Other securities
    
    
    226
    
    
    
    388
    
    
    
    936
    
    
    
    1,063Federal Home Loan Bank of New York dividends
    
    
    204
    
    
    
    128
    
    
    
    335
    
    
    
    268Deposits in other financial institutions
    
    
    924
    
    
    
    761
    
    
    
    1,984
    
    
    
    1,336Total interest income
    
    
    18,097
    
    
    
    15,644
    
    
    
    35,412
    
    
    
    31,146Interest expense:Deposits
    
    
    4,431
    
    
    
    6,043
    
    
    
    9,216
    
    
    
    12,108Borrowings
    
    
    2,119
    
    
    
    1,354
    
    
    
    4,058
    
    
    
    2,533Total interest expense
    
    
    6,550
    
    
    
    7,397
    
    
    
    13,274
    
    
    
    14,641Net interest income
    
    
    11,547
    
    
    
    8,247
    
    
    
    22,138
    
    
    
    16,505Provision for loan losses
    
    
    1,240
    
    
    
    97
    
    
    
    1,838
    
    
    
    537Net interest income after provision for loan losses
    
    
    10,307
    
    
    
    8,150
    
    
    
    20,300
    
    
    
    15,968Non-interest income:Fees and service charges for customer services
    
    
    756
    
    
    
    751
    
    
    
    1,521
    
    
    
    1,553Income on bank owned life insurance
    
    
    424
    
    
    
    432
    
    
    
    3,357
    
    
    
    821(Loss) gain on securities transactions, net
    
    
    (16
    )
    
    
    180
    
    
    
    (343
    )
    
    
    244Gain on sale of premises, equipment and deposit relationships
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,308Other
    
    
    43
    
    
    
    7
    
    
    
    71
    
    
    
    46Total non-interest income
    
    
    1,207
    
    
    
    1,370
    
    
    
    4,606
    
    
    
    6,972Non-interest expense:Compensation and employee benefits
    
    
    3,066
    
    
    
    3,227
    
    
    
    6,067
    
    
    
    6,524Occupancy
    
    
    831
    
    
    
    818
    
    
    
    1,659
    
    
    
    1,705Furniture and equipment
    
    
    221
    
    
    
    209
    
    
    
    441
    
    
    
    421Data processing
    
    
    635
    
    
    
    521
    
    
    
    1,271
    
    
    
    1,155Professional fees
    
    
    304
    
    
    
    268
    
    
    
    669
    
    
    
    450Other
    
    
    882
    
    
    
    954
    
    
    
    1,818
    
    
    
    1,768Total non-interest expense
    
    
    5,939
    
    
    
    5,997
    
    
    
    11,925
    
    
    
    12,023Income before income tax expense
    
    
    5,575
    
    
    
    3,523
    
    
    
    12,981
    
    
    
    10,917Income tax expense
    
    
    2,010
    
    
    
    1,256
    
    
    
    3,811
    
    
    
    3,957Net income
    
    $
    3,565
    
    
    
    2,267
    
    
    
    9,170
    
    
    
    6,960Net income per common share
    
    $
    0.08
    
    
    
    N/A
    
    
    
    0.21
    
    
    
    N/A
   3




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NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Unallocatedcommon stock held
    
    
    

    
    
    Accumulated
    
    TotalCommon Stock
    
    Additional paid-in
    
    by the employee
    
    
    Retained
    
    other
    
    stockholdersShares
    
    Par value
    
    capital
    
    stock ownership plan
    
    earnings
    
    comprehensive loss
    
    equityBalance at December 31, 2006
    
    
    100
    
    
    $
    
    
    
    
    510
    
    
    
    
    
    
    
    177,731
    
    
    
    (14,247
    )
    
    
    163,994Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,960
    
    
    
    
    
    
    
    6,960Change in other comprehensive
income, net of tax of $910
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,366
    )
    
    
    (1,366
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,594Captial contribution from Northfield
Bancorp, MHC
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500Balance at June 30, 2007
    
    
    100
    
    
    
    
    
    
    
    1,010
    
    
    
    
    
    
    
    184,691
    
    
    
    (15,613
    )
    
    
    170,088Balance at December 31, 2007
    
    
    44,803,061
    
    
    
    448
    
    
    
    199,395
    
    
    
    (16,977
    )
    
    
    187,992
    
    
    
    (3,518
    )
    
    
    367,340Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,170
    
    
    
    
    
    
    
    9,170Change in other comprehensive
income, net of tax of $2,347
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,229
    )
    
    
    (3,229
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,941ESOP shares allocated
or committed to be released
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    292
    
    
    
    
    
    
    
    
    
    
    
    305Balance at June 30, 2008
    
    
    44,803,061
    
    
    $
    448
    
    
    
    199,408
    
    
    
    (16,685
    )
    
    
    197,162
    
    
    
    (6,747
    )
    
    
    373,586
  4




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six months ended June 30,2008
    
    2007Cash flows from operating activities:Net income
    
    $
    9,170
    
    
    
    6,960Adjustments to reconcile net income to net cash (used in) provided by operating activities:Provision for loan losses
    
    
    1,838
    
    
    
    537Depreciation
    
    
    667
    
    
    
    658Accretion of discounts, and deferred loan fees, net of amortization of premiums
    
    
    (682
    )
    
    
    175Amortization of mortgage servicing rights
    
    
    66
    
    
    
    84Income on bank owned life insurance
    
    
    (847
    )
    
    
    (821
    )Gain on bank owned life insurance death benefit
    
    
    (2,510
    )
    
    
    Net gain on sale of loans
    
    
    (19
    )
    
    
    (27
    )Proceeds from sale of loans
    
    
    3,012
    
    
    
    2,925Origination of loans held-for-sale
    
    
    (2,723
    )
    
    
    (3,242
    )Loss (gain) on securities transactions, net
    
    
    343
    
    
    
    (244
    )Gain on sale of deposit relationships
    
    
    
    
    
    
    (3,660
    )Gain on sale of premises and equipment, net
    
    
    
    
    
    
    (648
    )Purchases of trading securities
    
    
    (424
    )
    
    
    (557
    )(Increase) decrease in accrued interest receivable
    
    
    (1,655
    )
    
    
    395(Increase) decrease in other assets
    
    
    (159
    )
    
    
    1,125(Decrease) increase in accrued expenses and other liabilities
    
    
    (8,259
    )
    
    
    1,094Amortization of core deposit intangible
    
    
    190
    
    
    
    189Net cash (used in) provided by operating activities
    
    
    (1,992
    )
    
    
    4,943Cash flows from investing activities:Net increase in loans receivable
    
    $
    (93,307
    )
    
    
    (14,054
    )(Purchases) redemptions of Federal Home Loan Bank of New York stock, net
    
    
    (7,928
    )
    
    
    1,069Purchases of securities available-for-sale
    
    
    (219,458
    )
    
    
    (95,733
    )Principal payments and maturities on securities available-for-sale
    
    
    170,955
    
    
    
    106,286Principal payments and maturities on securities held-to-maturity
    
    
    2,717
    
    
    
    3,496Proceeds from sale of securities available-for-sale
    
    
    2,261
    
    
    
    3,726Purchases of certificates of deposit in other financial institutions
    
    
    (118,527
    )
    
    
    (26,000
    )Proceeds from maturities of certificates of deposit in other financial institutions
    
    
    48,500
    
    
    
    27,000Purchase of bank owned life insurance
    
    
    
    
    
    
    (7,000
    )Cash received from bank owned life insurance settlement
    
    
    3,790
    
    
    
    Purchases of premises and equipment
    
    
    (1,236
    )
    
    
    (280
    )Proceeds from sale of premises and equipment
    
    
    
    
    
    
    1,473Net cash used in investing activities
    
    
    (212,233
    )
    
    
    (17
    )Cash flows from financing activities:Net increase in deposits
    
    
    31,807
    
    
    
    4,809Deposit relationships sold, net
    
    
    
    
    
    
    (22,985
    )Increase in advance payments by borrowers for taxes and insurance
    
    
    527
    
    
    
    856Repayments under capital lease obligations
    
    
    (65
    )
    
    
    (55
    )Proceeds from securities sold under agreements to repurchase
    
    
    239,500
    
    
    
    20,000Repayments related to securities sold under agreements to repurchase
    
    
    (147,000
    )
    
    
    (17,000
    )Net increase in other borrowings
    
    
    81,299
    
    
    
    Capital contribution from Northfield Bancorp, MHC
    
    
    
    
    
    
    500Net cash provided by (used in) financing activities
    
    
    206,068
    
    
    
    (13,875
    )Net decrease in cash and cash equivalents
    
    
    (8,157
    )
    
    
    (8,949
    )Cash and cash equivalents at beginning of period
    
    
    25,088
    
    
    
    60,624Cash and cash equivalents at end of period
    
    $
    16,931
    
    
    
    51,675Supplemental cash flow information:Cash paid during the period for:Interest
    
    $
    12,807
    
    
    
    14,703Income taxes
    
    
    16,255
    
    
    
    2,891
  5




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##### Table of Contents



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
  June 30,
    
    December 31,2008
    
    2007Real estate loans:Commercial mortgage
    
    $
    272,224
    
    
    
    243,902One- to four-family residential mortgage
    
    
    100,915
    
    
    
    95,246Home equity and lines of credit
    
    
    18,875
    
    
    
    12,797Construction and land
    
    
    50,748
    
    
    
    44,850Multifamily
    
    
    62,483
    
    
    
    14,164Total real estate loans
    
    
    505,245
    
    
    
    410,959Commercial and industrial loans
    
    
    10,950
    
    
    
    11,397Other loans
    
    
    1,388
    
    
    
    1,842Total commercial and industrial and other loans
    
    
    12,338
    
    
    
    13,239Total loans held-for-investment
    
    
    517,583
    
    
    
    424,198Deferred loan cost, net
    
    
    100
    
    
    
    131Loans held-for-investment, net
    
    
    517,683
    
    
    
    424,329Allowance for loan losses
    
    
    (7,463
    )
    
    
    (5,636
    )Net loans held-for-investment
    
    $
    510,220
    
    
    
    418,693
 6




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  At or for thesix months endedJune 30,2008
    
    2007Beginning balance
    
    $
    5,636
    
    
    
    5,030Provision for loan losses
    
    
    1,838
    
    
    
    537Recoveries
    
    
    
    
    
    
    Charge-offs
    
    
    (11
    )
    
    
    (836
    )Ending balance
    
    $
    7,463
    
    
    
    4,731
  Note 4  Deposits
  June 30,
    
    December 31,2008
    
    2007Non-interest-bearing demand
    
    $
    97,954
    
    
    
    99,208Interest-bearing negotiable orders of withdrawal (NOW)
    
    
    67,153
    
    
    
    57,555Savings-passbook, statement, tiered, and money market
    
    
    381,186
    
    
    
    317,875Certificates of deposit
    
    
    362,739
    
    
    
    402,587$
    909,032
    
    
    
    877,225
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007NOW
    
    $
    264
    
    
    
    201
    
    
    
    566
    
    
    
    350Savings-passbook, statement, tiered, and money market
    
    
    978
    
    
    
    582
    
    
    
    1,580
    
    
    
    1,179Certificates of deposit
    
    
    3,189
    
    
    
    5,260
    
    
    
    7,070
    
    
    
    10,579$
    4,431
    
    
    
    6,043
    
    
    
    9,216
    
    
    
    12,108
 7




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 5  Other Postretirement Benefits
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Service cost
    
    $
    1
    
    
    
    1
    
    
    
    2
    
    
    
    2Interest cost
    
    
    24
    
    
    
    17
    
    
    
    48
    
    
    
    34Amortization of transition obligation
    
    
    4
    
    
    
    4
    
    
    
    8
    
    
    
    9Amortization of prior service costs
    
    
    4
    
    
    
    4
    
    
    
    8
    
    
    
    8Amortization of unrecognized loss (gain)
    
    
    5
    
    
    
    (4
    )
    
    
    10
    
    
    
    (8
    )$
    38
    
    
    
    22
    
    
    
    76
    
    
    
    45
 Note 6  Fair Value Measurements
  
    
    Level 1 Inputs  Unadjusted quoted prices in active markets for identical
assets or liabilities that the reporting entity has the ability to access at the
measurement date.
    
    Level 2 Inputs  Inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly. These
include quoted prices for similar assets or liabilities in active markets, quoted
prices for identical or similar assets or liabilities in markets that are not
active, inputs other than quoted prices that are observable for the asset or
liability (for example, interest rates, volatilities, prepayment speeds, loss
severities, credit risks and default rates) or inputs that are derived principally
from or corroborated by observable market data by correlations or other means.
    
    Level 3 Inputs  Significant unobservable inputs that reflect an entitys own
assumptions that market participants would use in pricing the assets or
liabilities.
 8




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Fair Value Measurements at Reporting Date Using:Quoted Prices inActive Markets for
    
    
    Significant Other
    
    
    SignificantIdentical Assets
    
    
    Observable Inputs
    
    
    Unobservable InputsJune 30, 2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Investment securities:Available-for-sale:Mortgage-backed securities
    
    $
    824,410
    
    
    $
    
    
    
    $
    824,410
    
    
    $
    Corporate bonds
    
    
    13,460
    
    
    
    
    
    
    
    13,460
    
    
    
    Equities
    
    
    5,872
    
    
    
    5,872
    
    
    
    
    
    
    
    Total available-for-sale
    
    
    843,742
    
    
    
    5,872
    
    
    
    837,870
    
    
    
    Trading securities
    
    
    3,663
    
    
    
    3,663
    
    
    
    
    
    
    
    Total
    
    $
    847,405
    
    
    $
    9,535
    
    
    $
    837,870
    
    
    $
    
 Available -for- Sale Securities:
 Trading Securities:
    9




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##### Table of Contents



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
    
    
    (2,700
    )Unrecognized tax benefits at June 30, 2008
    
    $
    
  Note 8  Commitments and Contingencies
  Note 9  Recent Accounting Pronouncements
    10




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##### Table of Contents



NORTHFIELD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  11




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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 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
  12




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##### Table of Contents



Overview
     
    
    Total assets increased $204.1 million to $1.591 billion at June 30, 2008, from
$1.387 billion at December 31, 2007.
 
    
    Certificates of deposits in other financial institutions increased $70.0 million.
    
    Securities available-for-sale increased $41.3 million.
    
    Net loans held-for-investment increased $91.5 million.
    
    Federal Home Loan Bank of New York stock increased $7.9 million.
 
    
    Total liabilities increased $197.8 million to $1.217 billion at June 30, 2008
from $1.020 billion at December 31, 2007.
 
    
    Deposits increased $31.8 million.
    
    Securities sold under agreements to repurchase and other borrowings increased $173.7 million.
 
    
    Net interest income increased $3.3 million to $11.5 million for the second
quarter of 2008, as compared to $8.2 million for the second quarter of 2007.
 
    
    The net interest margin increased 51 basis points to 3.19%
for the second quarter of 2008, as compared to 2.68% for the second quarter of
2007.
 
    
    The provision for loan losses was $1.2 million for the second quarter of 2008,
compared to $97,000 for the second quarter of 2007. The increase in the provision
was attributable to increased loan growth, increases in certain estimated loan loss
factors for groups of similar loans, and increased provisions for certain impaired
loans.
  13




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##### Table of Contents



Comparison of Financial Condition at June 30, 2008 and December 31, 2007
         Comparison of Operating Results for the Three Months Ended June 30, 2008 and 2007
 Interest income.
 14




---



##### Table of Contents



Interest Expense.
    15




---



##### Table of Contents



Net Interest Income.
 Provision for Loan Losses.
   Net Change for
    
    
    Net Change forThree Months Ended
    
    
    Three Months EndedJune 30, 2008
    
    
    June 30, 2007Real estate loans:Commercial mortgage
    
    $
    23,265
    
    
    
    11,823One- to four-family residential mortgage
    
    
    3,740
    
    
    
    (5,818
    )Home equity and lines of credit
    
    
    5,493
    
    
    
    (478
    )Construction and land
    
    
    3,948
    
    
    
    (7,055
    )Multifamily
    
    
    36,310
    
    
    
    (1,240
    )Total real estate loans
    
    
    72,756
    
    
    
    (2,768
    )Commercial and industrial loans
    
    
    (1,135
    )
    
    
    299Other loans
    
    
    (327
    )
    
    
    (676
    )Total commercial and industrial and other loans
    
    
    (1,462
    )
    
    
    (377
    )Total loans
    
    $
    71,294
    
    
    
    (3,145
    )
  Non-interest Income.
 Non-interest Expense.
 Income Tax Expense.
 16




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##### Table of Contents



Comparison of Operating Results for the Six Months Ended June 30, 2008 and 2007
 Interest income.
     Interest Expense.
  17




---



##### Table of Contents



Net Interest Income.
 Provision for Loan Losses.
   Net Change for
    
    
    Net Change forSix Months Ended
    
    
    Six Months EndedJune 30, 2008
    
    
    June 30, 2007Real estate loans:Commercial mortgage
    
    $
    28,322
    
    
    
    33,378One- to four-family residential mortgage
    
    
    5,669
    
    
    
    (8,769
    )Home equity and lines of credit
    
    
    6,078
    
    
    
    (1,649
    )Construction and land
    
    
    5,898
    
    
    
    (6,689
    )Multifamily
    
    
    48,319
    
    
    
    (188
    )Total real estate loans
    
    
    94,286
    
    
    
    16,083Commercial and industrial loans
    
    
    (447
    )
    
    
    87Other loans
    
    
    (454
    )
    
    
    (1,133
    )Total commercial and industrial and other loans
    
    
    (901
    )
    
    
    (1,046
    )Total loans
    
    $
    93,385
    
    
    
    15,037
 Non-interest Income.
 Non-interest Expense.
 Income Tax Expense.
 18




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##### Table of Contents



NORTHFIELD BANCORP, INC.
ANALYSIS OF NET INTEREST INCOME
 For the Three Months Ended June, 302008
    
    
    2007Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/
    
    
    Outstanding
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate (1)
    
    
    Balance
    
    
    Interest
    
    
    Rate (1)(Dollars in thousands)Interest-earning assets:Loans
    
    $
    468,535
    
    
    $
    7,397
    
    
    
    6.35
    %
    
    $
    425,993
    
    
    $
    7,133
    
    
    
    6.72
    %Mortgage-backed securities
    
    
    838,466
    
    
    
    9,346
    
    
    
    4.48
    
    
    
    697,764
    
    
    
    7,234
    
    
    
    4.16Other securities
    
    
    28,751
    
    
    
    226
    
    
    
    3.16
    
    
    
    33,363
    
    
    
    388
    
    
    
    4.66Federal Home Loan Bank of New York stock
    
    
    12,598
    
    
    
    204
    
    
    
    6.51
    
    
    
    6,354
    
    
    
    128
    
    
    
    8.08Deposits in other financial institutions
    
    
    105,443
    
    
    
    924
    
    
    
    3.52
    
    
    
    68,547
    
    
    
    761
    
    
    
    4.45Total interest-earning assets
    
    
    1,453,793
    
    
    
    18,097
    
    
    
    5.01
    
    
    
    1,232,021
    
    
    
    15,644
    
    
    
    5.09Non-interest-earning assets
    
    
    82,224
    
    
    
    
    
    
    
    
    
    
    
    54,396Total assets
    
    $
    1,536,017
    
    
    
    
    
    
    
    
    
    
    $
    1,286,417Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    $
    419,328
    
    
    
    1,242
    
    
    
    1.19
    
    
    $
    385,713
    
    
    
    785
    
    
    
    0.82Certificates of deposit
    
    
    371,753
    
    
    
    3,189
    
    
    
    3.45
    
    
    
    485,970
    
    
    
    5,258
    
    
    
    4.34Total interest-bearing deposits
    
    
    791,081
    
    
    
    4,431
    
    
    
    2.25
    
    
    
    871,683
    
    
    
    6,043
    
    
    
    2.78Repurchase agreements
    
    
    209,242
    
    
    
    1,738
    
    
    
    3.33
    
    
    
    113,879
    
    
    
    1,140
    
    
    
    4.02Other borrowings
    
    
    43,502
    
    
    
    381
    
    
    
    3.51
    
    
    
    22,475
    
    
    
    214
    
    
    
    3.82Total interest-bearing liabilities
    
    
    1,043,825
    
    
    
    6,550
    
    
    
    2.52
    
    
    
    1,008,037
    
    
    
    7,397
    
    
    
    2.94Non-interest bearing deposit accounts
    
    
    104,531
    
    
    
    
    
    
    
    
    
    
    
    92,942Accrued expenses and other liabilities
    
    
    12,879
    
    
    
    
    
    
    
    
    
    
    
    14,880Total liabilities
    
    
    1,161,235
    
    
    
    
    
    
    
    
    
    
    
    1,115,859Stockholders equity
    
    
    374,782
    
    
    
    
    
    
    
    
    
    
    
    170,558Total liabilities and stockholders equity
    
    $
    1,536,017
    
    
    
    
    
    
    
    
    
    
    $
    1,286,417Net interest income
    
    
    
    
    
    $
    11,547
    
    
    
    
    
    
    
    
    
    
    $
    8,247Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.49
    %
    
    
    
    
    
    
    
    
    
    
    2.15
    %Net interest-earning assets (3)
    
    $
    409,968
    
    
    
    
    
    
    
    
    
    
    $
    223,984Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.19
    %
    
    
    
    
    
    
    
    
    
    
    2.68
    %Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    139.28
    %
    
    
    
    
    
    
    
    
    
    
    122.22
    %
 
 (1)
    
    Average yields and rates for the three months ended June 30, 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 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




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##### Table of Contents



NORTHFIELD BANCORP, INC.
ANALYSIS OF NET INTEREST INCOME
 For the Six Months Ended June 30,2008
    
    
    2007Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/
    
    
    Outstanding
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate (1)
    
    
    Balance
    
    
    Interest
    
    
    Rate (1)(Dollars in thousands)Interest-earning assets:Loans
    
    $
    450,850
    
    
    $
    14,386
    
    
    
    6.42
    %
    
    $
    421,457
    
    
    $
    14,046
    
    
    
    6.72
    %Mortgage-backed securities
    
    
    799,242
    
    
    
    17,771
    
    
    
    4.47
    
    
    
    699,178
    
    
    
    14,433
    
    
    
    4.16Other securities
    
    
    43,396
    
    
    
    936
    
    
    
    4.34
    
    
    
    44,421
    
    
    
    1,063
    
    
    
    4.83Federal Home Loan Bank of New York stock
    
    
    11,561
    
    
    
    335
    
    
    
    5.83
    
    
    
    6,636
    
    
    
    268
    
    
    
    8.14Deposits in other financial institutions
    
    
    109,790
    
    
    
    1,984
    
    
    
    3.63
    
    
    
    59,049
    
    
    
    1,336
    
    
    
    4.56Total interest-earning assets
    
    
    1,414,839
    
    
    
    35,412
    
    
    
    5.03
    
    
    
    1,230,741
    
    
    
    31,146
    
    
    
    5.10Non-interest-earning assets
    
    
    83,519
    
    
    
    
    
    
    
    
    
    
    
    55,742Total assets
    
    $
    1,498,358
    
    
    
    
    
    
    
    
    
    
    $
    1,286,483Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    $
    396,449
    
    
    
    2,145
    
    
    
    1.09
    
    
    $
    390,354
    
    
    
    1,474
    
    
    
    0.76Certificates of deposit
    
    
    382,007
    
    
    
    7,071
    
    
    
    3.72
    
    
    
    491,019
    
    
    
    10,634
    
    
    
    4.37Total interest-bearing deposits
    
    
    778,456
    
    
    
    9,216
    
    
    
    2.38
    
    
    
    881,373
    
    
    
    12,108
    
    
    
    2.77Repurchase agreements
    
    
    194,082
    
    
    
    3,389
    
    
    
    3.51
    
    
    
    108,260
    
    
    
    2,106
    
    
    
    3.92Other borrowings
    
    
    36,951
    
    
    
    669
    
    
    
    3.64
    
    
    
    22,485
    
    
    
    427
    
    
    
    3.83Total interest-bearing liabilities
    
    
    1,009,489
    
    
    
    13,274
    
    
    
    2.64
    
    
    
    1,012,118
    
    
    
    14,641
    
    
    
    2.92Non-interest bearing deposit accounts
    
    
    99,446
    
    
    
    
    
    
    
    
    
    
    
    93,091Accrued expenses and other liabilities
    
    
    15,348
    
    
    
    
    
    
    
    
    
    
    
    13,601Total liabilities
    
    
    1,124,283
    
    
    
    
    
    
    
    
    
    
    
    1,118,810Stockholders equity
    
    
    374,075
    
    
    
    
    
    
    
    
    
    
    
    167,673Total liabilities and stockholders equity
    
    $
    1,498,358
    
    
    
    
    
    
    
    
    
    
    $
    1,286,483Net interest income
    
    
    
    
    
    $
    22,138
    
    
    
    
    
    
    
    
    
    
    $
    16,505Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.39
    %
    
    
    
    
    
    
    
    
    
    
    2.18
    %Net interest-earning assets (3)
    
    $
    405,350
    
    
    
    
    
    
    
    
    
    
    $
    218,623Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.15
    %
    
    
    
    
    
    
    
    
    
    
    2.70
    %Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    140.15
    %
    
    
    
    
    
    
    
    
    
    
    121.60
    %
 
 (1)
    
    Average yields and rates for the six months ended June 30, 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 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. 20




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##### Table of Contents



Liquidity and Capital Resources
 Liquidity
  Capital Resources
 MinimumRequired to BeMinimum
    
    Well CapitalizedRequired for
    
    under PromptCapital
    
    CorrectiveActual
    
    Adequacy
    
    ActionRatio
    
    Purposes
    
    ProvisionsAs of June 30, 2008:Tangible capital to
tangible assets
    
    
    17.45
    %
    
    
    1.50
    %
    
    NA%Tier 1 capital  leverage (to
adjusted assets)
    
    
    17.45
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk 
weighted assets)
    
    
    36.15
    
    
    
    8.00
    
    
    
    10.00As of December 31, 2007:Tangible capital to
tangible assets
    
    
    18.84
    %
    
    
    1.50
    %
    
    NA%Tier 1 capital  leverage (to
adjusted 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
  21




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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)
    
    $
    295,800
    
    
    
    204,500
    
    
    
    70,000
    
    
    
    21,300
    
    
    
    Commitments to originate loans
    
    $
    30,505
    
    
    
    30,505
    
    
    
    
    
    
    
    
    
    
    
    Commitments to fund unused lines of credit
    
    $
    30,822
    
    
    
    30,822
    
    
    
    
    
    
    
    
    
    
    
    
    22




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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.
 23




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##### Table of Contents



NPVChange in Interest
    
    
    
    
    
    Estimated Present
    
    
    
    
    
    
    
    
    
    EstimatedRates (basis
    
    Estimated Present
    
    Value of
    
    
    
    
    
    Estimated
    
    NPV/Present Value
    
    Net Interest Incomepoints)
    
    Value of Assets
    
    Liabilities
    
    Estimated NPV
    
    Change In NPV
    
    of Assets Ratio
    
    Percent Change+200
    
    $
    1,513,665
    
    
    $
    1,138,180
    
    
    $
    375,485
    
    
    $
    (43,907
    )
    
    
    24.81
    %
    
    
    (6.76
    )%+100
    
    
    1,550,257
    
    
    
    1,153,135
    
    
    
    397,122
    
    
    
    (22,270
    )
    
    
    25.62
    %
    
    
    (3.25
    )%0
    
    
    1,587,975
    
    
    
    1,168,583
    
    
    
    419,392
    
    
    
    
    
    
    
    26.41
    %
    
    -100
    
    
    1,622,799
    
    
    
    1,184,549
    
    
    
    438,250
    
    
    
    18,858
    
    
    
    27.01
    %
    
    
    2.35
    %-200
    
    $
    1,643,925
    
    
    $
    1,201,245
    
    
    $
    442,680
    
    
    $
    23,288
    
    
    
    26.93
    %
    
    
    0.65
    %
   24




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
  
 ITEM 4T. CONTROLS AND PROCEDURES
   25




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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
   NAME
    
    FOR
    
    WITHHELDJohn W. Alexander
    
    
    36,916,451
    
    
    
    2,068,791Annette Catino
    
    
    38,668,675
    
    
    
    316,567John P. Connors, Jr.
    
    
    36,947,034
    
    
    
    2,038,208
  FOR
    
    AGAINST
    
    ABSTAIN
    
    BROKER NON-VOTES38,757,216
    
    
    129,562
    
    
    
    98,464
    
    
    NONE
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  26




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##### Table of Contents



SIGNATURES
  NORTHFIELD BANCORP, INC.
(Registrant)Date: August 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) 27




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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.
 28