##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 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.
  
 United States of America
(State or other jurisdiction of incorporation)
    
    42-1572539
(I.R.S. Employer Identification No.)
 1410 St. Georges Avenue, Avenel, New Jersey
    
    07001(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (732) 499-7200
 Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(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
    
    
    19Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    31Item 4. Controls and Procedures
    
    
    33Item 4T. Controls and Procedures
    
    
    33PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    34Item 1A. Risk Factors
    
    
    34Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    35Item 3. Defaults Upon Senior Securities
    
    
    35Item 4. Submission of Matters to a Vote of Security Holders
    
    
    35Item 5. Other Information
    
    
    36Item 6. Exhibits
    
    
    36Signatures
    
    
    37EX-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
 September 30,
    
    December 31,2009
    
    2008(Unaudited)ASSETS:Cash and due from banks
    
    $
    9,537
    
    
    
    9,014Interest-bearing deposits in other financial institutions
    
    
    76,642
    
    
    
    41,114Total cash and cash equivalents
    
    
    86,179
    
    
    
    50,128Certificates of deposit in other financial institutions
    
    
    
    
    
    
    53,653Trading securities
    
    
    3,345
    
    
    
    2,498Securities available-for-sale, at estimated fair value
(encumbered $221,135 in 2009 and $183,711 in 2008)
    
    
    1,142,499
    
    
    
    957,585Securities held-to-maturity, at amortized cost (estimated fair value of $11,295
in 2009 and $14,588 in 2008) (encumbered $796 in 2009 and $1,241 in 2008)
    
    
    10,983
    
    
    
    14,479Loans held-for-sale
    
    
    357
    
    
    
    Loans held-for-investment, net
    
    
    666,717
    
    
    
    589,984Allowance for loan losses
    
    
    (14,196
    )
    
    
    (8,778
    )Net loans held-for-investment
    
    
    652,521
    
    
    
    581,206Accrued interest receivable
    
    
    7,891
    
    
    
    8,319Bank owned life insurance
    
    
    43,312
    
    
    
    42,001Federal Home Loan Bank of New York stock, at cost
    
    
    6,601
    
    
    
    9,410Premises and equipment, net
    
    
    11,504
    
    
    
    8,899Goodwill
    
    
    16,159
    
    
    
    16,159Other real estate owned
    
    
    933
    
    
    
    1,071Other assets
    
    
    5,883
    
    
    
    12,353Total assets
    
    $
    1,988,167
    
    
    
    1,757,761LIABILITIES AND STOCKHOLDERS EQUITY:LIABILITIES:Deposits
    
    $
    1,293,433
    
    
    
    1,024,439Borrowings
    
    
    283,480
    
    
    
    332,084Advance payments by borrowers for taxes and insurance
    
    
    2,463
    
    
    
    3,823Accrued expenses and other liabilities
    
    
    12,521
    
    
    
    10,837Total liabilities
    
    
    1,591,897
    
    
    
    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, 45,639,711 and 44,803,061
shares issued at September 30, 2009, and December 31, 2008, respectively, 44,464,661
and 44,803,061 outstanding at September 30, 2009, and December 31, 2008, respectively
    
    
    456
    
    
    
    448Additional paid-in-capital
    
    
    201,681
    
    
    
    199,453Unallocated common stock held by employee stock ownership plan
    
    
    (15,953
    )
    
    
    (16,391
    )Retained earnings
    
    
    208,800
    
    
    
    203,085Accumulated other comprehensive income (loss)
    
    
    14,267
    
    
    
    (17
    )Treasury stock at cost; 1,175,050 and 0 shares at September 30, 2009, and December 31, 2008,
respectively
    
    
    (12,981
    )
    
    
    Total stockholders equity
    
    
    396,270
    
    
    
    386,578Total liabilities and stockholders equity
    
    $
    1,988,167
    
    
    
    1,757,761
  2




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
 Three months ended
    Nine months endedSeptember  30,
    September 30,2009
    
    2008
    
    2009
    
    2008Interest income:Loans
    
    $
    10,251
    
    
    
    8,337
    
    
    
    28,075
    
    
    
    22,723Mortgage-backed securities
    
    
    10,382
    
    
    
    9,426
    
    
    
    32,420
    
    
    
    27,197Other securities
    
    
    1,024
    
    
    
    246
    
    
    
    1,828
    
    
    
    1,182Federal Home Loan Bank of New York dividends
    
    
    113
    
    
    
    203
    
    
    
    300
    
    
    
    538Deposits in other financial institutions
    
    
    85
    
    
    
    822
    
    
    
    727
    
    
    
    2,806Total interest income
    
    
    21,855
    
    
    
    19,034
    
    
    
    63,350
    
    
    
    54,446Interest expense:Deposits
    
    
    4,345
    
    
    
    4,277
    
    
    
    13,888
    
    
    
    13,493Borrowings
    
    
    2,733
    
    
    
    2,515
    
    
    
    8,087
    
    
    
    6,573Total interest expense
    
    
    7,078
    
    
    
    6,792
    
    
    
    21,975
    
    
    
    20,066Net interest income
    
    
    14,777
    
    
    
    12,242
    
    
    
    41,375
    
    
    
    34,380Provision for loan losses
    
    
    2,723
    
    
    
    1,276
    
    
    
    7,466
    
    
    
    3,114Net interest income after provision for loan losses
    
    
    12,054
    
    
    
    10,966
    
    
    
    33,909
    
    
    
    31,266Non-interest income:Fees and service charges for customer services
    
    
    691
    
    
    
    806
    
    
    
    2,066
    
    
    
    2,327Income on bank owned life insurance
    
    
    440
    
    
    
    433
    
    
    
    1,311
    
    
    
    3,790Gain (loss) on securities transactions, net
    
    
    337
    
    
    
    (437
    )
    
    
    477
    
    
    
    (780
    )Other-than-temporary impairment losses on securities
    
    
    (1,365
    )
    
    
    
    
    
    
    (1,365
    )
    
    
    Portion recognized in other comprehensive income (before taxes)
    
    
    1,189
    
    
    
    
    
    
    
    1,189
    
    
    
    Net impairment losses on securities recognized in earnings
    
    
    (176
    )
    
    
    
    
    
    
    (176
    )
    
    
    Other
    
    
    65
    
    
    
    18
    
    
    
    172
    
    
    
    89Total non-interest income
    
    
    1,357
    
    
    
    820
    
    
    
    3,850
    
    
    
    5,426Non-interest expense:Compensation and employee benefits
    
    
    4,484
    
    
    
    2,865
    
    
    
    12,573
    
    
    
    8,932Occupancy
    
    
    1,118
    
    
    
    1,051
    
    
    
    3,311
    
    
    
    2,710Furniture and equipment
    
    
    264
    
    
    
    254
    
    
    
    821
    
    
    
    695Data processing
    
    
    595
    
    
    
    1,093
    
    
    
    2,028
    
    
    
    2,364FDIC insurance
    
    
    408
    
    
    
    29
    
    
    
    1,885
    
    
    
    96Professional fees
    
    
    519
    
    
    
    476
    
    
    
    1,521
    
    
    
    1,145Other
    
    
    1,041
    
    
    
    935
    
    
    
    3,133
    
    
    
    2,686Total non-interest expense
    
    
    8,429
    
    
    
    6,703
    
    
    
    25,272
    
    
    
    18,628Income before income tax expense
    
    
    4,982
    
    
    
    5,083
    
    
    
    12,487
    
    
    
    18,064Income tax expense
    
    
    1,795
    
    
    
    1,808
    
    
    
    4,443
    
    
    
    5,619Net income
    
    $
    3,187
    
    
    
    3,275
    
    
    
    8,044
    
    
    
    12,445Basic and diluted earnings per share
    
    $
    0.08
    
    
    
    0.08
    
    
    
    0.19
    
    
    
    0.29
  3




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Unallocatedcommon stock
    
    
    
    
    
    AccumulatedCommon Stock
    
    Additional
    
    held by the
    
    
    
    
    
    other
    
    
    
    
    
    TotalPar
    
    paid-in
    
    employee stock
    
    Retained
    
    comprehensive
    
    Treasury
    
    stockholdersShares
    
    value
    
    capital
    
    ownership plan
    
    earnings
    
    income (loss)
    
    Stock
    
    equityBalance at December 31, 2007
    
    
    44,803,061
    
    
    $
    448
    
    
    
    199,395
    
    
    
    (16,977
    )
    
    
    187,992
    
    
    
    (3,518
    )
    
    
    
    
    
    
    367,340Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,445
    
    
    
    
    
    
    
    
    
    
    
    12,445Change in accumulated comprehensive
income (loss), net of tax of $1,333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,753
    )
    
    
    
    
    
    
    (1,753
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,692ESOP shares allocated
or committed to be released
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    439
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    471Balance at September 30, 2008
    
    
    44,803,061
    
    
    
    448
    
    
    
    199,427
    
    
    
    (16,538
    )
    
    
    200,437
    
    
    
    (5,271
    )
    
    
    
    
    
    
    378,503Balance at December 31, 2008
    
    
    44,803,061
    
    
    
    448
    
    
    
    199,453
    
    
    
    (16,391
    )
    
    
    203,085
    
    
    
    (17
    )
    
    
    
    
    
    
    386,578Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,044
    
    
    
    
    
    
    
    
    
    
    
    8,044Change in accumulated comprehensive
income (loss), net of tax of $10,615
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,284
    
    
    
    
    
    
    
    14,284Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,328ESOP shares allocated
or committed to be released
    
    
    
    
    
    
    
    
    
    
    49
    
    
    
    438
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    487Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    2,187
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,187Dividends declared ($0.12 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,329
    )
    
    
    
    
    
    
    
    
    
    
    (2,329
    )Issuance of Restricted Stock
    
    
    836,650
    
    
    
    8
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury stock (average cost of
$11.05 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,981
    )
    
    
    (12,981
    )Balance at September 30, 2009
    
    
    45,639,711
    
    
    $
    456
    
    
    
    201,681
    
    
    
    (15,953
    )
    
    
    208,800
    
    
    
    14,267
    
    
    
    (12,981
    )
    
    
    396,270
  4




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##### Table of Contents



NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine months endedSeptember 30,2009
    
    2008Cash flows from operating activities:Net income
    
    $
    8,044
    
    
    
    12,445Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    7,466
    
    
    
    3,114ESOP and stock compensation expense
    
    
    2,674
    
    
    
    471Depreciation
    
    
    1,190
    
    
    
    1,049Accretion of discounts, and deferred loan fees, net of amortization of premiums
    
    
    (1,218
    )
    
    
    (844
    )Amortization of mortgage servicing rights
    
    
    84
    
    
    
    100Income on bank owned life insurance
    
    
    (1,311
    )
    
    
    (1,280
    )Gain on bank owned life insurance death benefit
    
    
    
    
    
    
    (2,510
    )Net gain on sale of loans held-for-sale
    
    
    (98
    )
    
    
    (25
    )Proceeds from sale of loans held-for-sale
    
    
    6,313
    
    
    
    3,764Origination of loans held-for-sale
    
    
    (6,572
    )
    
    
    (3,469
    )(Gain) loss on securities transactions, net
    
    
    (477
    )
    
    
    780Net impairment losses on securities recognized in earnings
    
    
    176
    
    
    
    Net purchases of trading securities
    
    
    (377
    )
    
    
    (484
    )Decrease (increase) in accrued interest receivable
    
    
    428
    
    
    
    (1,642
    )Increase in other assets
    
    
    (4,383
    )
    
    
    (3,881
    )Increase (decrease) in accrued expenses and other liabilities
    
    
    1,684
    
    
    
    (6,109
    )Amortization of core deposit intangible
    
    
    284
    
    
    
    284Net cash provided by operating activities
    
    
    13,907
    
    
    
    1,763Cash flows from investing activities:Net increase in loans receivable
    
    
    (78,900
    )
    
    
    (131,322
    )Redemption (purchase) of Federal Home Loan Bank of New York stock, net
    
    
    2,809
    
    
    
    (4,778
    )Purchases of securities available-for-sale
    
    
    (470,320
    )
    
    
    (275,812
    )Principal payments and maturities on securities available-for-sale
    
    
    309,482
    
    
    
    218,728Principal payments and maturities on securities held-to-maturity
    
    
    3,497
    
    
    
    3,867Proceeds from sale of securities available-for-sale
    
    
    1,998
    
    
    
    3,342Purchases of certificates of deposit in other financial institutions
    
    
    (63
    )
    
    
    (118,590
    )Proceeds from maturities of certificates of deposit in other financial institutions
    
    
    53,716
    
    
    
    83,500Cash received from bank owned life insurance death benefit
    
    
    
    
    
    
    3,790Purchases and improvements of premises and equipment
    
    
    (3,795
    )
    
    
    (2,001
    )Net cash used in investing activities
    
    
    (181,576
    )
    
    
    (219,276
    )Cash flows from financing activities:Net increase in deposits
    
    
    268,994
    
    
    
    57,411Dividends paid
    
    
    (2,329
    )
    
    
    Purchase of treasury stock
    
    
    (12,981
    )
    
    
    (Decrease) increase in advance payments by borrowers for taxes and insurance
    
    
    (1,360
    )
    
    
    1,134Repayments under capital lease obligations
    
    
    (119
    )
    
    
    (101
    )Proceeds from borrowings
    
    
    102,015
    
    
    
    370,800Repayments related to borrowings
    
    
    (150,500
    )
    
    
    (187,000
    )Net cash provided by financing activities
    
    
    203,720
    
    
    
    242,244Net increase in cash and cash equivalents
    
    
    36,051
    
    
    
    24,731Cash and cash equivalents at beginning of period
    
    
    50,128
    
    
    
    25,088Cash and cash equivalents at end of period
    
    $
    86,179
    
    
    
    49,819Supplemental cash flow information:Cash paid during the period for:Interest
    
    $
    22,465
    
    
    
    19,411Income taxes
    
    
    6,943
    
    
    
    17,863Non-cash transaction:Loans charged-off, net
    
    
    2,048
    
    
    
    Loans transferred to other real estate owned
    
    
    
    
    
    
    1,071
  5




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##### Table of Contents



Note 1  Basis of Presentation
     Note 2  Securities Available-for-Sale
  September 30, 2009Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    valueMortgage-backed securities:Pass-through certificates:Government sponsored
enterprises (GSE)
    
    $
    438,315
    
    
    
    18,670
    
    
    
    10
    
    
    
    456,975Non-GSE
    
    
    71,508
    
    
    
    1,087
    
    
    
    5,093
    
    
    
    67,502Real estate mortgage
investment conduits (REMICs):GSE
    
    
    245,678
    
    
    
    6,121
    
    
    
    114
    
    
    
    251,685Non-GSE
    
    
    121,346
    
    
    
    3,189
    
    
    
    527
    
    
    
    124,008876,847
    
    
    
    29,067
    
    
    
    5,744
    
    
    
    900,170Other securities:Equity investments-mutual funds
    
    
    27,021
    
    
    
    83
    
    
    
    
    
    
    
    27,104GSE bonds
    
    
    104,970
    
    
    
    113
    
    
    
    206
    
    
    
    104,877Corporate bonds
    
    
    108,434
    
    
    
    1,914
    
    
    
    
    
    
    
    110,348240,425
    
    
    
    2,110
    
    
    
    206
    
    
    
    242,329Total securities available-for-sale
    
    $
    1,117,272
    
    
    
    31,177
    
    
    
    5,950
    
    
    
    1,142,499
 6




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##### Table of Contents



December 31, 2008Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    valueMortgage-backed securities:Pass-through certificates:Government sponsored
enterprises (GSE)
    
    $
    532,870
    
    
    
    13,457
    
    
    
    83
    
    
    
    546,244Non-GSE
    
    
    65,040
    
    
    
    359
    
    
    
    9,621
    
    
    
    55,778Real estate mortgage
investment conduits (REMICs):GSE
    
    
    242,557
    
    
    
    3,049
    
    
    
    114
    
    
    
    245,492Non-GSE
    
    
    90,446
    
    
    
    515
    
    
    
    7,266
    
    
    
    83,695930,913
    
    
    
    17,380
    
    
    
    17,084
    
    
    
    931,209Other securities:Equity investments-money market
mutual fund
    
    
    9,025
    
    
    
    
    
    
    
    
    
    
    
    9,025Corporate bonds
    
    
    17,319
    
    
    
    102
    
    
    
    70
    
    
    
    17,35126,344
    
    
    
    102
    
    
    
    70
    
    
    
    26,376Total securities available-for-sale
    
    $
    957,257
    
    
    
    17,482
    
    
    
    17,154
    
    
    
    957,585
  EstimatedAmortized
    
    
    fairAvailable-for-sale
    
    cost
    
    
    valueOne through five years
    
    $
    213,404
    
    
    
    215,225
   Three Months Ended
    
    Nine Months EndedSeptember 30, 2009
    
    September 30, 2009Balance, beginning of period
    
    $
    
    
    
    
    Additions to the credit component on debt securities in which other-
than-temporary impairment was not
previously recognized
    
    
    176
    
    
    
    176Balance, end of period
    
    $
    176
    
    
    
    176
  7




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##### Table of Contents



September 30, 2009Less than 12 months
    
    
    12 months or more
    
    
    TotalUnrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimatedlosses
    
    
    fair value
    
    
    losses
    
    
    fair value
    
    
    losses
    
    
    fair valueMortgage-backed securities:Pass-through certificates:GSE
    
    $
    
    
    
    
    
    
    
    
    10
    
    
    
    1,512
    
    
    
    10
    
    
    
    1,512Non-GSE
    
    
    
    
    
    
    
    
    
    
    5,093
    
    
    
    31,435
    
    
    
    5,093
    
    
    
    31,435REMICsGSE
    
    
    15
    
    
    
    10,058
    
    
    
    99
    
    
    
    18,735
    
    
    
    114
    
    
    
    28,793Non-GSE
    
    
    527
    
    
    
    8,154
    
    
    
    
    
    
    
    
    
    
    
    527
    
    
    
    8,154GSE bonds
    
    
    206
    
    
    
    74,781
    
    
    
    
    
    
    
    
    
    
    
    206
    
    
    
    74,781Total
    
    $
    748
    
    
    
    92,993
    
    
    
    5,202
    
    
    
    51,682
    
    
    
    5,950
    
    
    
    144,675
 December 31, 2008Less than 12 months
    
    
    12 months or more
    
    
    TotalUnrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimatedlosses
    
    
    fair value
    
    
    losses
    
    
    fair value
    
    
    losses
    
    
    fair valueMortgage-backed securities:Pass-through certificates:GSE
    
    $
    2
    
    
    
    634
    
    
    
    81
    
    
    
    1,346
    
    
    
    83
    
    
    
    1,980Non-GSE
    
    
    2,708
    
    
    
    7,290
    
    
    
    6,913
    
    
    
    17,525
    
    
    
    9,621
    
    
    
    24,815REMICsGSE
    
    
    42
    
    
    
    29,267
    
    
    
    72
    
    
    
    18,981
    
    
    
    114
    
    
    
    48,248Non-GSE
    
    
    7,266
    
    
    
    68,966
    
    
    
    
    
    
    
    
    
    
    
    7,266
    
    
    
    68,966Corporate bonds
    
    
    70
    
    
    
    4,298
    
    
    
    
    
    
    
    
    
    
    
    70
    
    
    
    4,298Total
    
    $
    10,088
    
    
    
    110,455
    
    
    
    7,066
    
    
    
    37,852
    
    
    
    17,154
    
    
    
    148,307
    8




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##### Table of Contents



Note 3 Securities Held-to-Maturity
  September 30, 2009Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    valueMortgage-backed securities:Pass-through certificates:GSE
    
    $
    4,422
    
    
    
    146
    
    
    
    
    
    
    
    4,568REMICs:GSE
    
    
    6,561
    
    
    
    166
    
    
    
    
    
    
    
    6,727Total securities held-to-maturity
    
    $
    10,983
    
    
    
    312
    
    
    
    
    
    
    
    11,295
 December 31, 2008Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    valueMortgage-backed securities:Pass-through certificates:GSE
    
    $
    6,132
    
    
    
    141
    
    
    
    
    
    
    
    6,273REMICs:GSE
    
    
    8,347
    
    
    
    13
    
    
    
    45
    
    
    
    8,315Total securities held-to-maturity
    
    $
    14,479
    
    
    
    154
    
    
    
    45
    
    
    
    14,588
   December 31, 2008Less than 12 months
    
    
    12 months or more
    
    
    TotalUnrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimated
    
    
    Unrealized
    
    
    Estimatedlosses
    
    
    fair value
    
    
    losses
    
    
    fair value
    
    
    losses
    
    
    fair valueREMICs:GSE
    
    $
    45
    
    
    
    5,536
    
    
    
    
    
    
    
    
    
    
    
    45
    
    
    
    5,536Total
    
    $
    45
    
    
    
    5,536
    
    
    
    
    
    
    
    
    
    
    
    45
    
    
    
    5,536
  9




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##### Table of Contents



Note 4  Net Loans Held-for-Investment
  September 30,
    
    December 31,2009
    
    2008Real estate loans:Commercial mortgage
    
    $
    318,573
    
    
    
    289,123One- to four- family residential mortgage
    
    
    90,382
    
    
    
    103,128Construction and land
    
    
    43,981
    
    
    
    52,158Multifamily
    
    
    166,957
    
    
    
    108,534Home equity and lines of credit
    
    
    25,432
    
    
    
    24,182Total real estate loans
    
    
    645,325
    
    
    
    577,125Commercial and industrial loans
    
    
    19,494
    
    
    
    11,025Other loans
    
    
    1,404
    
    
    
    1,339Total commercial and industrial and other loans
    
    
    20,898
    
    
    
    12,364Total loans held-for-investment
    
    
    666,223
    
    
    
    589,489Deferred loan cost, net
    
    
    494
    
    
    
    495Loans held-for-investment, net
    
    
    666,717
    
    
    
    589,984Allowance for loan losses
    
    
    (14,196
    )
    
    
    (8,778
    )Net loans held-for-investment
    
    $
    652,521
    
    
    
    581,206
  At or for thenine months endedSeptember 30,2009
    
    
    2008Beginning balance
    
    $
    8,778
    
    
    
    5,636Provision for loan losses
    
    
    7,466
    
    
    
    3,114Charge-offs, net
    
    
    (2,048
    )
    
    
    (1,014
    )Ending balance
    
    $
    14,196
    
    
    
    7,736
 10




---



##### Table of Contents



September 30,
    
    December 31,2009
    
    2008Non-accruing loans
    
    $
    15,997
    
    
    
    8,552Non-accruing loans subject to
restructuring agreements
    
    
    14,238
    
    
    
    950Total non-accruing loans
    
    
    30,235
    
    
    
    9,502Loans 90 days or more past maturity
and still accruing
    
    
    5,487
    
    
    
    137Total non-performing loans
    
    $
    35,722
    
    
    
    9,639Loans subject to restructuring
agreements and still accruing
    
    $
    7,258
    
    
    
    
    Note 5  Deposits
  September 30,
    
    December 31,2009
    
    2008Non-interest-bearing demand
    
    $
    101,462
    
    
    
    93,170Interest-bearing negotiable orders of withdrawal
(NOW)
    
    
    93,642
    
    
    
    64,382Savings-passbook, statement, tiered, and money market
    
    
    507,863
    
    
    
    449,302Certificates of deposit
    
    
    590,466
    
    
    
    417,585$
    1,293,433
    
    
    
    1,024,439-
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Negotiable order of
withdrawal,
savings-passbook,
statement,
tiered, and money market
    
    $
    1,484
    
    
    
    1,503
    
    
    
    4,589
    
    
    
    3,649Certificates of deposit
    
    
    2,861
    
    
    
    2,774
    
    
    
    9,299
    
    
    
    9,844$
    4,345
    
    
    
    4,277
    
    
    
    13,888
    
    
    
    13,493
 11




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##### Table of Contents



Note 6  Income Taxes
  Unrecognized tax benefits at January 1, 2008
    
    $
    2,700Payments for tax positions of prior years
    
    
    (2,700
    )Unrecognized tax benefits at September 30, 2008
    
    $
    
  Note 7 Equity Incentive Plan
    12




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##### Table of Contents



Weighted
    
    
    Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AverageNumber of
    
    
    Grant Date
    
    
    Exercise
    
    
    ContractualStock Options
    
    
    Fair Value
    
    
    Price
    
    
    Life (years)Outstanding- December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Granted
    
    
    2,106,400
    
    
    $
    3.22
    
    
    $
    9.94
    
    
    
    10Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding- September 30, 2009
    
    
    2,106,400
    
    
    $
    3.27
    
    
    $
    9.94
    
    
    
    9.33Exercisable- September 30, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   WeightedNumber of
    
    
    AverageShares
    
    
    Grant DateAwarded
    
    
    Fair ValueNon-vested at December 31, 2008
    
    
    
    
    
    
    Granted
    
    
    836,650
    
    
    $
    9.94Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Non-vested at September 30, 2009
    
    
    836,650
    
    
    $
    10.04
   Note 8- Fair Value of Financial Instruments
  (a)
    
    Cash, Cash Equivalents, and Certificates of DepositCash and cash equivalents are short-term in nature with original maturities of three
months or less; the carrying amount approximates fair value. Certificates of deposit
having original terms of six months or less; carrying value generally approximates fair
value. Certificates of deposit with an original maturity of six months or greater the
fair value is derived from discounted cash flows.(b)
    
    SecuritiesThe fair values for substantially all of our securities are obtained from an independent
nationally recognized third-party pricing service. The independent pricing service
utilizes market prices of same or similar securities whenever such prices are available.
Prices involving distressed sellers are not utilized in determining fair value. Where
necessary, the independent third-party pricing service estimates fair value using models
employing techniques such as discounted cash flow analyses. The assumptions used in
these models typically include assumptions for interest rates, credit losses, and
prepayments, utilizing market observable data where available.
 13




---



##### Table of Contents



(c)
    
    Federal Home Loan Bank of New York StockThe fair value for Federal Home Loan Bank of New York stock is its carrying value, since
this is the amount for which it could be redeemed and there is no active market for this
stock.(d)
    
    LoansFair values are estimated for portfolios of loans with similar financial
characteristics. Loans are segregated by type such as residential mortgage,
construction, land, multifamily, commercial and consumer. Each loan category is further
segmented into amortizing and non-amortizing and fixed and adjustable rate interest
terms and by performing and nonperforming categories. The fair value of loans is
estimated by discounting the future cash flows using current prepayment assumptions and
current rates at which similar loans would be made to borrowers with similar credit
ratings and for the same remaining maturities.Fair value for significant nonperforming loans is based on external appraisals of
collateral securing such loans, adjusted for the timing of anticipated cash flows.(e)
    
    DepositsThe fair value of deposits with no stated maturity, such as non-interest-bearing demand
deposits, savings, and NOW and money market accounts, is equal to the amount payable on
demand. The fair value of certificates of deposit is based on the discounted value of
contractual cash flows. The discount rate is estimated using the rates currently offered
for deposits of similar remaining maturities.(f)
    
    Commitments to Extend Credit and Standby Letters of CreditThe fair value of commitments to extend credit and standby letters of credit is
estimated using the fees currently charged to enter into similar agreements, taking into
account the remaining terms of the agreements and the present creditworthiness of the
counterparties. For fixed-rate loan commitments, fair value also considers the
difference between current levels of interest rates and the committed rates. The fair
value of off-balance-sheet commitments is insignificant and therefore not included in
the following table.(g)
    
    BorrowingsThe fair value of borrowings is estimated by discounting future cash flows based on
rates currently available for debt with similar terms and remaining maturity.(h)
    
    Advance Payments by BorrowersAdvance payments by borrowers for taxes and insurance have no stated maturity; the fair
value is equal to the amount currently payable.
 14




---



##### Table of Contents



The estimated fair values of the Companys significant financial instruments at
September 30, 2009, and December 31, 2008, are presented in the following table (in
thousands):
 September 30,
    
    December 31,2009
    
    2008Estimated
    
    
    
    
    
    EstimatedCarrying
    
    Fair
    
    Carrying
    
    Fairvalue
    
    value
    
    value
    
    valueFinancial assets:Cash and cash equivalents
    
    $
    86,179
    
    
    
    86,179
    
    
    
    50,128
    
    
    
    50,128Certificates of deposit in
other financial institutions
    
    
    
    
    
    
    
    
    
    
    53,653
    
    
    
    53,873Trading securities
    
    
    3,345
    
    
    
    3,345
    
    
    
    2,498
    
    
    
    2,498Securities available-for-sale
    
    
    1,142,499
    
    
    
    1,142,499
    
    
    
    957,585
    
    
    
    957,585Securities held-to-maturity
    
    
    10,983
    
    
    
    11,295
    
    
    
    14,479
    
    
    
    14,588Federal Home Loan Bank of
New York stock, at cost
    
    
    6,601
    
    
    
    6,601
    
    
    
    9,410
    
    
    
    9,410Net loans
held-for-investment
    
    
    652,521
    
    
    
    670,478
    
    
    
    581,206
    
    
    
    610,713Loans held-for-sale
    
    
    357
    
    
    
    367
    
    
    
    
    
    
    
    Financial liabilities:Deposits
    
    $
    1,293,433
    
    
    
    1,296,977
    
    
    
    1,024,439
    
    
    
    1,027,896Repurchase agreements
and other borrowings
    
    
    283,480
    
    
    
    293,717
    
    
    
    332,084
    
    
    
    340,404Advance payments by
borrowers
    
    
    2,463
    
    
    
    2,463
    
    
    
    3,823
    
    
    
    3,823
 Limitations
 Fair value estimates are made at a specific point in time, based on relevant market
information and information about the financial instrument. These estimates do not
reflect any premium or discount that could result from offering for sale at one time the
Companys entire holdings of a particular financial instrument. Because no market exists
for a significant portion of the Companys financial instruments, fair value estimates
are based on judgments regarding future expected loss experience, current economic
conditions, risk characteristics of various financial instruments, and other factors.
These estimates are subjective in nature and involve uncertainties and matters of
significant judgment and, therefore, cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.Fair value estimates are based on existing on- and off-balance-sheet financial
instruments without attempting to estimate the value of anticipated future business and
the value of assets and liabilities that are not considered financial instruments. In
addition, the tax ramifications related to the realization of the unrealized gains and
losses can have a significant effect on fair value estimates and have not been
considered in the estimates.
 Note 9  Fair Value Measurements
  15




---



##### Table of Contents




    
    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.
  Fair Value Measurements at Reporting Date Using:Quoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsSeptember 30, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Investment securities:Available-for-sale:Mortgage-backed securities
    
    $
    900,170
    
    
    
    
    
    
    
    900,170
    
    
    
    Corporate bonds
    
    
    110,348
    
    
    
    
    
    
    
    110,348
    
    
    
    GSE bonds
    
    
    104,877
    
    
    
    
    
    
    
    104,877
    
    
    
    Equities
    
    
    27,104
    
    
    
    27,104
    
    
    
    
    
    
    
    Total available-for-sale
    
    
    1,142,499
    
    
    
    27,104
    
    
    
    1,115,395
    
    
    
    Trading securities
    
    
    3,345
    
    
    
    3,345
    
    
    
    
    
    
    
    Total
    
    $
    1,145,844
    
    
    
    30,449
    
    
    
    1,115,395
    
    
    
    
 Fair Value Measurements at Reporting Date Using: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:
 16




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##### Table of Contents



Trading Securities:
  Impaired Loans:
 Other Real Estate Owned:
 Note 10 Stock Repurchase Program
  Note 11 Earnings Per Share
   17




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##### Table of Contents



For the three months ended
    
    For the nine months endedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Net income available to common stockholders
    
    $
    3,187
    
    
    
    3,275
    
    
    
    8,044
    
    
    
    12,445Weighted average shares outstanding-basic
    
    
    42,212,440
    
    
    
    43,140,090
    
    
    
    42,639,492
    
    
    
    43,126,500Effect of non-vested restricted stock and
stock
options outstanding
    
    
    162,828
    
    
    
    
    
    
    
    90,426
    
    
    
    Weighted average shares outstanding-diluted
    
    
    42,375,268
    
    
    
    43,140,090
    
    
    
    42,729,918
    
    
    
    43,126,500Earnings per share-basic
    
    $
    0.08
    
    
    
    0.08
    
    
    
    0.19
    
    
    
    0.29Earnings per share-diluted
    
    $
    0.08
    
    
    
    0.08
    
    
    
    0.19
    
    
    
    0.29
 Note 12 Contingencies
  Note 13  Recent Accounting Pronouncements
 Generally Accepted Accounting Principles
 Consolidation
 Transfers and Servicing
 Subsequent Events
 18




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##### Table of Contents



Fair Value Measurements and Disclosures
 Financial Instruments
 Investments  Debt and Equity Securities
 
 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, prospects, growth, and operating
strategies;
    
    statements regarding the asset quality of our loan and investment portfolios; and
    
    estimates of our risks and future costs and benefits.
  
    
    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
 19




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##### Table of Contents




    
    the effect of the current financial crisis on our loan portfolio, investment
portfolio, and deposit and other customers.
  Critical Accounting Policies
  Overview
    
    
    Total assets increased $230.4 million to $2.0 billion at September 30, 2009,
from $1.8 billion at December 31, 2008.
 o
    
    Interest-bearing deposits in other financial institutions increased $35.5 million.o
    
    Securities increased $182.3 million.o
    
    Loans held-for-investment, net increased $76.7 million.o
    
    Purchased certificates of deposit decreased $53.7 million.
 
    
    Allowance for loan losses increased to $14.2 million, or 2.13% of total loans at
September 30, 2009, from $8.8 million, or 1.49% of total loans at December 31,
2008.
    
    Total liabilities increased $220.7 million to $1.6 billion at September 30,
2009, from $1.4 billion at December 31, 2008.
 o
    
    Deposits increased $269.0 million.
 o
    
    Borrowed funds decreased $48.6 million.
 20




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##### Table of Contents




    
    Stockholders equity increased to $396.3 million at September 30, 2009, from
$386.6 million at December 31, 2008.
    
    Net interest income increased $2.5 million to $14.8 million for the quarter
ended September 30, 2009, as compared to $12.2 million for the quarter ended
September 30, 2008.
 o
    
    Average interest-earning assets increased $318.0
million, or 21.0%, to $1.8 billion for the quarter ended September 30,
2009, from $1.5 billion for the quarter ended September 30, 2008.o
    
    The net interest margin decreased two basis points to
3.20% for the quarter ended September 30, 2009, as compared to 3.22% for
the quarter ended September 30, 2008.
 
    
    The provision for loan losses was $2.7 million for the quarter ended September
30, 2009, compared to $1.3 million for the quarter ended September 30, 2008.
    
    Non-interest expense increased $1.7 million for the quarter ended September 30,
2009, compared to $6.7 million for the quarter ended September 30, 2008.
 Comparison of Financial Condition at September 30, 2009, and December 31, 2008
        21




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Comparison of Operating Results for the Three Months Ended September 30, 2009, and 2008
 Net income
 Interest income.
 Interest expense.
 22




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##### Table of Contents



Net Interest Income.
 Provision for Loan Losses.
    September 30,
    
    
    June 30,
    
    
    March 31,
    
    
    December 31,2009
    
    
    2009
    
    
    2009
    
    
    2008Non-accruing loans
    
    $
    15,997
    
    
    
    16,016
    
    
    
    13,166
    
    
    
    8,552Non-accruing loans subject to
restructuring agreements
    
    
    14,238
    
    
    
    11,494
    
    
    
    9,650
    
    
    
    950Total non-accruing loans
    
    
    30,235
    
    
    
    27,510
    
    
    
    22,816
    
    
    
    9,502Loans 90 days or more past maturity
and still accruing
    
    
    5,487
    
    
    
    3,483
    
    
    
    1,281
    
    
    
    137Total non-performing loans
    
    
    35,722
    
    
    
    30,993
    
    
    
    24,097
    
    
    
    9,639Other real estate owned
    
    
    933
    
    
    
    993
    
    
    
    1,071
    
    
    
    1,071Total non-performing assets
    
    $
    36,655
    
    
    
    31,986
    
    
    
    25,168
    
    
    
    10,710Loans subject to restructuring
agreements and still accruing
    
    $
    7,258
    
    
    
    6,838
    
    
    
    2,414
    
    
    
    
  23




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##### Table of Contents



Non-interest Income.
 Non-interest Expense.
 Income Tax Expense.
 24




---



##### Table of Contents



For the Quarter Ended September 30,2009
    
    
    2008Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/
    
    
    Outstanding
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate (1)
    
    
    Balance
    
    
    Interest
    
    
    Rate (1)Interest-earning assets:Loans
    
    $
    659,247
    
    
    $
    10,251
    
    
    
    6.17
    %
    
    $
    534,587
    
    
    $
    8,337
    
    
    
    6.20
    %Mortgage-backed securities
    
    
    922,723
    
    
    
    10,382
    
    
    
    4.46
    
    
    
    838,985
    
    
    
    9,426
    
    
    
    4.47Other securities
    
    
    149,291
    
    
    
    1,024
    
    
    
    2.72
    
    
    
    32,543
    
    
    
    246
    
    
    
    3.01Federal Home Loan Bank of New York stock
    
    
    7,056
    
    
    
    113
    
    
    
    6.35
    
    
    
    12,930
    
    
    
    203
    
    
    
    6.25Interest-earning deposits in financial institutions
    
    
    91,970
    
    
    
    85
    
    
    
    0.37
    
    
    
    93,222
    
    
    
    822
    
    
    
    3.51Total interest-earning assets
    
    
    1,830,287
    
    
    
    21,855
    
    
    
    4.74
    
    
    
    1,512,267
    
    
    
    19,034
    
    
    
    5.01Non-interest-earning assets
    
    
    95,418
    
    
    
    
    
    
    
    
    
    
    
    79,473Total assets
    
    $
    1,925,705
    
    
    
    
    
    
    
    
    
    
    $
    1,591,740Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    $
    576,055
    
    
    
    1,484
    
    
    
    1.02
    
    
    $
    461,396
    
    
    
    1,503
    
    
    
    1.30Certificates of deposit
    
    
    537,865
    
    
    
    2,861
    
    
    
    2.11
    
    
    
    355,627
    
    
    
    2,774
    
    
    
    3.10Total interest-bearing deposits
    
    
    1,113,920
    
    
    
    4,345
    
    
    
    1.55
    
    
    
    817,023
    
    
    
    4,277
    
    
    
    2.08Borrowed funds
    
    
    306,335
    
    
    
    2,733
    
    
    
    3.54
    
    
    
    299,358
    
    
    
    2,515
    
    
    
    3.34Total interest-bearing liabilities
    
    
    1,420,255
    
    
    
    7,078
    
    
    
    1.98
    
    
    
    1,116,381
    
    
    
    6,792
    
    
    
    2.42Non-interest bearing deposit accounts
    
    
    100,299
    
    
    
    
    
    
    
    
    
    
    
    88,749Accrued expenses and other liabilities
    
    
    13,144
    
    
    
    
    
    
    
    
    
    
    
    11,914Total liabilities
    
    
    1,533,698
    
    
    
    
    
    
    
    
    
    
    
    1,217,044Stockholders equity
    
    
    392,007
    
    
    
    
    
    
    
    
    
    
    
    374,696Total liabilities and stockholders equity
    
    $
    1,925,705
    
    
    
    
    
    
    
    
    
    
    $
    1,591,740Net interest income
    
    
    
    
    
    $
    14,777
    
    
    
    
    
    
    
    
    
    
    $
    12,242Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.76
    
    
    
    
    
    
    
    
    
    
    
    2.59Net interest-earning assets (3)
    
    $
    410,032
    
    
    
    
    
    
    
    
    
    
    $
    395,886Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.20
    
    
    
    
    
    
    
    
    
    
    
    3.22Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    128.87
    
    
    
    
    
    
    
    
    
    
    
    135.46
 
 (1)
    
    Average yields and rates for the quarter ended September 30, 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. 25




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##### Table of Contents



Comparison of Operating Results for the Nine Months Ended September 30, 2009, and 2008
 Net income
  Interest income.
 Interest expense.
 Net Interest Income.
 26




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##### Table of Contents



Provision for Loan Losses.
 Non-interest Income.
 Non-interest Expense.
 Income Tax Expense.
 27




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##### Table of Contents



NORTHFIELD BANCORP, INC.
 For the Nine Months Ended September 30,2009
    
    
    2008Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/
    
    
    Outstanding
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate (1)
    
    
    Balance
    
    
    Interest
    
    
    Rate (1)Interest-earning assets:Loans
    
    $
    633,660
    
    
    $
    28,075
    
    
    
    5.92
    %
    
    $
    478,966
    
    
    $
    22,723
    
    
    
    6.34
    %Mortgage-backed securities
    
    
    926,679
    
    
    
    32,420
    
    
    
    4.68
    
    
    
    812,586
    
    
    
    27,197
    
    
    
    4.47Other securities
    
    
    83,284
    
    
    
    1,828
    
    
    
    2.93
    
    
    
    39,752
    
    
    
    1,182
    
    
    
    3.97Federal Home Loan Bank of New York stock
    
    
    7,670
    
    
    
    300
    
    
    
    5.23
    
    
    
    12,021
    
    
    
    538
    
    
    
    5.98Interest-earning deposits in financial institutions
    
    
    93,857
    
    
    
    727
    
    
    
    1.04
    
    
    
    104,227
    
    
    
    2,806
    
    
    
    3.60Total interest-earning assets
    
    
    1,745,150
    
    
    
    63,350
    
    
    
    4.85
    
    
    
    1,447,552
    
    
    
    54,446
    
    
    
    5.02Non-interest-earning assets
    
    
    92,182
    
    
    
    
    
    
    
    
    
    
    
    81,880Total assets
    
    $
    1,837,332
    
    
    
    
    
    
    
    
    
    
    $
    1,529,432Interest-bearing liabilities:Savings, NOW, and money market accounts
    
    $
    551,009
    
    
    
    4,589
    
    
    
    1.11
    
    
    $
    418,256
    
    
    
    3,649
    
    
    
    1.17Certificates of deposit
    
    
    482,796
    
    
    
    9,299
    
    
    
    2.58
    
    
    
    373,149
    
    
    
    9,844
    
    
    
    3.52Total interest-bearing deposits
    
    
    1,033,805
    
    
    
    13,888
    
    
    
    1.80
    
    
    
    791,405
    
    
    
    13,493
    
    
    
    2.28Borrowed funds
    
    
    301,110
    
    
    
    8,087
    
    
    
    3.59
    
    
    
    253,974
    
    
    
    6,573
    
    
    
    3.46Total interest-bearing liabilities
    
    
    1,334,915
    
    
    
    21,975
    
    
    
    2.20
    
    
    
    1,045,379
    
    
    
    20,066
    
    
    
    2.56Non-interest bearing deposit accounts
    
    
    97,980
    
    
    
    
    
    
    
    
    
    
    
    95,855Accrued expenses and other liabilities
    
    
    14,425
    
    
    
    
    
    
    
    
    
    
    
    13,779Total liabilities
    
    
    1,447,320
    
    
    
    
    
    
    
    
    
    
    
    1,155,013Stockholders equity
    
    
    390,012
    
    
    
    
    
    
    
    
    
    
    
    374,419Total liabilities and stockholders equity
    
    $
    1,837,332
    
    
    
    
    
    
    
    
    
    
    $
    1,529,432Net interest income
    
    
    
    
    
    $
    41,375
    
    
    
    
    
    
    
    
    
    
    $
    34,380Net interest rate spread (2)
    
    
    
    
    
    
    
    
    
    
    2.65
    
    
    
    
    
    
    
    
    
    
    
    2.46Net interest-earning assets (3)
    
    $
    410,235
    
    
    
    
    
    
    
    
    
    
    $
    402,173Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.17
    
    
    
    
    
    
    
    
    
    
    
    3.17Average interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    130.73
    
    
    
    
    
    
    
    
    
    
    
    138.47
 
 (1)
    
    Average yields and rates for the nine months ended September 30, 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. 28




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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 September 30, 2009:Tangible capital to
tangible assets
    
    
    14.36
    %
    
    
    1.50
    %
    
    NA
    %Tier 1 capital (core)  (to
adjusted assets)
    
    
    14.36
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-
weighted assets)
    
    
    29.73
    
    
    
    8.00
    
    
    
    10.00As of December 31, 2008:Tangible capital to
tangible assets
    
    
    15.98
    %
    
    
    1.50
    %
    
    NA
    %Tier 1 capital (core)  (to
adjusted assets)
    
    
    15.98
    
    
    
    4.00
    
    
    
    5.00Total capital (to risk-
weighted assets)
    
    
    34.81
    
    
    
    8.00
    
    
    
    10.00
  Off-Balance Sheet Arrangements and Contractual Obligations
  29




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##### Table of Contents



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)
    
    $
    281,300
    
    
    
    55,000
    
    
    
    75,000
    
    
    
    148,800
    
    
    
    2,500Commitments to originate loans
    
    $
    38,811
    
    
    
    38,811
    
    
    
    
    
    
    
    
    
    
    
    Commitments to fund unused lines of credit
    
    $
    21,383
    
    
    
    21,383
    
    
    
    
    
    
    
    
    
    
    
    
   30




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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.
 31




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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
    
    $
    1,853,891
    
    
    $
    1,487,076
    
    
    $
    366,815
    
    
    $
    (79,722
    )
    
    
    19.79
    %
    
    
    (4.75
    )%+200
    
    
    1,903,184
    
    
    
    1,510,122
    
    
    
    393,062
    
    
    
    (53,475
    )
    
    
    20.65
    %
    
    
    (2.71
    )%+100
    
    
    1,954,026
    
    
    
    1,533,941
    
    
    
    420,085
    
    
    
    (26,452
    )
    
    
    21.50
    %
    
    
    (0.81
    )%0
    
    
    2,005,108
    
    
    
    1,558,571
    
    
    
    446,537
    
    
    
    
    
    
    
    22.27
    %
    
    
    -100
    
    
    2,037,583
    
    
    
    1,582,693
    
    
    
    454,890
    
    
    
    8,353
    
    
    
    22.32
    %
    
    
    (1.28
    )%
   32




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
   
 ITEM 4T. CONTROLS AND PROCEDURES
  33




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##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  The FDIC Has Proposed Regulations that Would Require Us To Pre-Pay Our Federal Deposit
Insurance Premiums.
  A Legislative Proposal Has Been Introduced that Would Eliminate Our Primary Federal Regulator,
Require the Bank To Convert to a National Bank or State Bank, and Require Northfield Bancorp, MHC
and the Company To Become Bank Holding Companies.
   Continued or Further Declines in the Value of Certain Investment Securities Could Require
Write-Downs, Which Would Reduce Our Earnings
  34




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##### Table of Contents



A Legislative Proposal Has Been Introduced that Would Limit Fees Banks Could Charge for
Overdrafts.
  We Hold Certain Intangible Assets that Could Be Classified as Impaired in The Future. If
These Assets Are Considered To Be Either Partially or Fully Impaired in the Future, Our Earnings
and the Book Values of These Assets Would Decrease
 Intangibles  Goodwill and Other
 
 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 SharesTotal Number of
    
    
    
    
    
    
    Purchased as Part ofShares
    
    
    Average Price Paid
    
    
    PubliclyPeriod
    
    Repurchased
    
    
    Per Share
    
    
    Announced PlanJuly
    
    
    96,700
    
    
    $
    11.48
    
    
    
    96,700August
    
    
    220,500
    
    
    
    12.26
    
    
    
    220,500September
    
    
    85,500
    
    
    
    12.40
    
    
    
    85,500402,700
    
    
    $
    12.10
    
    
    
    402,700
 
 (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
1,065,103 shares yet to be purchased at September 30, 2009. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  35




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##### Table of Contents



ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  36




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##### Table of Contents



SIGNATURES
  Date: November 9, 2009
    NORTHFIELD BANCORP, INC.
(Registrant)/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) 37




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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.
 38