Northfield Bancorp - 10-Q quarterly report FY2015 Q3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015


[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For transition period from to



Commission File Number		001-35791

NORTHFIELD BANCORP, INC.

(Exact name of registrant as specified in its charter)



Delaware		80-0882592
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)



581 Main Street, Woodbridge, New Jersey		07095
(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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required and post such files). Yes ý No o.



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer o	Accelerated filer ý
Non-accelerated filer o (Do not check if smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

45,565,594 shares of Common Stock, par value $0.01 per share, were issued and outstanding as of October 30, 2015.

NORTHFIELD BANCORP, INC.

Form 10-Q Quarterly Report

Table of Contents



		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	50

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	51
	SIGNATURES	52

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PART I

ITEM 1. FINANCIAL STATEMENTS

NORTHFIELD BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)



	September 30, 2015 (Unaudited)			December 31, 2014
ASSETS:
Cash and due from banks	$	14,647		$	14,967
Interest-bearing deposits in other financial institutions	71,341			61,742
Total cash and cash equivalents	85,988			76,709
Trading securities	6,362			6,422
Securities available-for-sale, at estimated fair value
(encumbered $101,186 at September 30, 2015 and $216,262 at December 31, 2014)	579,658			771,239
Securities held-to-maturity, at amortized cost
(estimated fair value of $8,747 at September 30, 2015, and $3,691 at December 31, 2014) (encumbered of $435 at September 30, 2015, and $2,114 at December 31, 2014)	8,613			3,609
Originated loans held-for-investment, net	1,888,643			1,632,494
Loans acquired	368,520			265,685
Purchased credit-impaired (PCI) loans held-for-investment	33,135			44,816
Loans held-for-investment, net	2,290,298			1,942,995
Allowance for loan losses	(25,655		)	(26,292		)
Net loans held-for-investment	2,264,643			1,916,703
Accrued interest receivable	7,737			8,015
Bank owned life insurance	131,844			129,015
Federal Home Loan Bank of New York stock, at cost	22,203			29,219
Premises and equipment, net	24,387			26,226
Goodwill	16,159			16,159
Other real estate owned	261			752
Other assets	33,579			36,801
Total assets	$	3,181,434		$	3,020,869

LIABILITIES AND STOCKHOLDERS’ EQUITY:
LIABILITIES:
Deposits	$	2,083,547		$	1,620,665
Securities sold under agreements to repurchase	94,000			203,200
Federal Home Loan Bank advances and other borrowings	414,623			575,458
Advance payments by borrowers for taxes and insurance	10,965			7,792
Accrued expenses and other liabilities	20,201			19,826
Total liabilities	2,623,336			2,426,941

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 25,000,000 shares authorized, none issued or outstanding	—			—
Common stock, $0.01 par value: 150,000,000 shares authorized, 58,226,326 shares issued
at September 30, 2015, and December 31, 2014, 45,568,708 and 48,402,083 outstanding at September 30, 2015, and December 31, 2014, respectively	582			582
Additional paid-in-capital	499,206			499,606
Unallocated common stock held by employee stock ownership plan	(24,994		)	(25,782		)
Retained earnings	253,587			248,908
Accumulated other comprehensive income (loss)	518			(765		)
Treasury stock at cost; 12,657,618 and 9,824,243 shares at September 30, 2015, and December 31, 2014, respectively	(170,801		)	(128,621		)
Total stockholders’ equity	558,098			593,928
Total liabilities and stockholders’ equity	$	3,181,434		$	3,020,869

See accompanying notes to consolidated financial statements.

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NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited) (In thousands, except per share data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Interest income:
Loans	$	22,077		$	18,263		$	64,034		$	53,525
Mortgage-backed securities	3,134			4,097			10,036			13,029
Other securities	64			146			292			460
Federal Home Loan Bank of New York dividends	265			189			905			571
Deposits in other financial institutions	30			12			93			37
Total interest income	25,570			22,707			75,360			67,622
Interest expense:
Deposits	2,841			1,365			7,373			3,857
Borrowings	2,156			2,372			7,145			7,160
Total interest expense	4,997			3,737			14,518			11,017
Net interest income	20,573			18,970			60,842			56,605
Provision for loan losses	200			317			472			588
Net interest income after provision for loan losses	20,373			18,653			60,370			56,017
Non-interest income:
Fees and service charges for customer services	1,047			983			2,948			3,042
Income on bank owned life insurance	947			971			2,829			2,939
(Losses)/gains on securities transactions, net	(388		)	(233		)	(334		)	210
Other	60			119			333			208
Total non-interest income	1,666			1,840			5,776			6,399
Non-interest expense:
Compensation and employee benefits	7,265			6,796			22,506			18,569
Occupancy	2,524			2,361			7,605			7,263
Furniture and equipment	349			404			1,098			1,240
Data processing	881			894			2,839			2,861
Professional fees	953			551			2,246			1,757
FDIC insurance	366			323			1,152			943
Other	2,509			1,939			6,215			5,396
Total non-interest expense	14,847			13,268			43,661			38,029
Income before income tax expense	7,192			7,225			22,485			24,387
Income tax expense	2,515			2,496			8,511			8,999
Net income	$	4,677		$	4,729		$	13,974		$	15,388
Net income per common share:
Basic	$	0.11		$	0.10		$	0.33		$	0.31
Diluted	$	0.11		$	0.10		$	0.32		$	0.30







See accompanying notes to consolidated financial statements.

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NORTHFIELD BANCORP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - (Continued) (Unaudited) (In thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net Income	$	4,677		$	4,729		$	13,974		$	15,388
Other comprehensive income (loss):
Unrealized gains (losses) on securities:
Net unrealized holding gains (losses) on securities	3,463			(4,586		)	2,188			1,513
Less: reclassification adjustment for net gains included in net income (included in (losses) gains on securities transactions, net)	(13		)	(30		)	(56		)	(229		)
Net unrealized gains (losses)	3,450			(4,616		)	2,132			1,284
Post retirement benefit adjustment	—			—			—			(1,141		)
Other comprehensive income (loss), before tax	3,450			(4,616		)	2,132			143
Income tax (expense) benefit related to net unrealized holding gains (losses) on securities	(1,385		)	1,837			(872		)	(602		)
Income tax expense related to reclassification adjustment for gains included in net income	6			12			23			92
Income tax expense related to post retirement benefit adjustment	—			—			—			458
Other comprehensive income (loss), net of tax	2,071			(2,767		)	1,283			91
Comprehensive income	$	6,748		$	1,962		$	15,257		$	15,479

See accompanying notes to consolidated financial statements.

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NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Nine Months Ended September 30, 2015 and 2014

(Unaudited) (In thousands, except share data)





	Common Stock
	Shares Outstanding		Par Value		Additional Paid-in Capital			Unallocated Common Stock Held by the Employee Stock Ownership Plan			Retained Earnings			Accumulated Other Comprehensive Income (loss) Net of tax			Treasury Stock			Total Stockholders' Equity
Balance at December 31, 2013	57,926,233		$	582	$	508,609		$	(26,985	)	$	242,180		$	(4,650	)	$	(3,628	)	$	716,108
Net income											15,388									15,388
Other comprehensive income, net of tax														91						91
ESOP shares allocated or committed to be released					456			788												1,244
Stock compensation expense					1,621															1,621
Additional tax benefit on equity awards					390															390
Issuance of restricted stock	998,200				(12,717		)										12,717			—
Exercise of stock options	117,177										(621		)				896			275
Cash dividends declared ($0.12 per common share)											(9,682		)							(9,682		)
Treasury stock (average cost of $12.80 per share)	(8,392,838	)															(107,594		)	$	(107,594	)
Balance at September 30, 2014	50,648,772		$	582	$	498,359		$	(26,197	)	$	247,265		$	(4,559	)	$	(97,609	)	$	617,841

Balance at December 31, 2014	48,402,083		$	582	$	499,606		$	(25,782	)	$	248,908		$	(765	)	$	(128,621	)	$	593,928
Net income											13,974									13,974
Other comprehensive income, net of tax														1,283						1,283
ESOP shares allocated or committed to be released					637			788												1,425
Stock compensation expense					4,664															4,664
Additional tax benefit on equity awards					119															119
Net issuance of restricted stock	388,720				(5,074		)										5,074			—
Exercise of stock options	71,325				(746		)				(85		)				712			(119		)
Cash dividends declared ($0.21 per common share)											(9,210		)							(9,210		)
Treasury stock (average cost of $14.62 per share)	(3,293,420	)															(47,966		)	(47,966		)
Balance at September 30, 2015	45,568,708		$	582	$	499,206		$	(24,994	)	$	253,587		$	518		$	(170,801	)	$	558,098

See accompanying notes to consolidated financial statements.

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NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (In thousands)



	Nine Months Ended September 30,
	2015			2014
Cash flows from operating activities:
Net income	$	13,974		$	15,388
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	472			588
ESOP and stock compensation expense	6,089			2,865
Depreciation	2,572			1,853
Amortization of premiums, and deferred loan costs, net of (accretion) of discounts, and deferred loan fees	1,390			1,397
Amortization intangible assets	186			315
Income on bank owned life insurance	(2,829		)	(2,939		)
Net gain on sale of loans held-for-sale	(9		)	(79		)
Proceeds from sale of loans held-for-sale	2,126			1,693
Origination of loans held-for-sale	(2,123		)	(1,143		)
Losses (gains) on securities transactions, net	334			(210		)
(Gain) loss on sale of other real estate owned, net	(128		)	19
Net purchases of trading securities	(330		)	(254		)
Decrease (increase) in accrued interest receivable	278			(944		)
Decrease (increase) in other assets	2,251			(4,750		)
Increase in accrued expenses and other liabilities	375			3,483
Net cash provided by operating activities	24,628			17,282
Cash flows from investing activities:
Net increase in loans receivable	(213,098		)	(146,479		)
Purchase of loans	(135,938		)	(186,475		)
Redemptions (purchases) of Federal Home Loan Bank of New York stock, net	7,016			(9,123		)
Purchases of securities available-for-sale	—			(436		)
Principal payments and maturities on securities available-for-sale	141,909			125,292
Principal payments and maturities on securities held-to-maturity	831			180
Purchases of securities held-to-maturity	(5,882		)	(4,066		)
Proceeds from sale of securities available-for-sale	51,148			9,149
Proceeds from sale of other real estate owned	554			418
Purchases and improvements of premises and equipment	(733		)	(317		)
Net cash used in investing activities	(154,193		)	(211,857		)
Cash flows from financing activities:
Net increase in deposits	462,882			17,838
Dividends paid	(9,210		)	(9,682		)
Exercise of stock options	(119		)	275
Purchase of treasury stock	(47,966		)	(107,594		)
Additional tax benefit on equity awards	119			390
Increase in advance payments by borrowers for taxes and insurance	3,173			1,312
Repayments under capital lease obligations	(132		)	(137		)
Proceeds from securities sold under agreements to repurchase and other borrowings	129,761			524,800
Repayments related to securities sold under agreements to repurchase and other borrowings	(399,664		)	(227,000		)
Net cash provided by financing activities	138,844			200,202
Net increase in cash and cash equivalents	9,279			5,627
Cash and cash equivalents at beginning of period	76,709			61,239
Cash and cash equivalents at end of period	$	85,988		$	66,866

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NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

(Unaudited) (In thousands)



	Nine Months Ended September 30,
	2015		2014
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	14,571	$	11,128
Income taxes	6,698		15,730
Non-cash transactions:
Loans charged-off, net	1,109		348
Other real estate owned write-downs	71		305
Transfers of loans to other real estate owned	—		599

See accompanying notes to consolidated financial statements.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Basis of Presentation

The consolidated financial statements are comprised of the accounts of Northfield Bancorp, Inc. (the “Company”) and its wholly owned subsidiaries, Northfield Investments, Inc. and Northfield Bank (the “Bank”), and the Bank’s wholly-owned significant subsidiaries, NSB Services Corp. and NSB Realty Trust. All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, all adjustments (consisting solely of normal and recurring adjustments) necessary for the fair presentation of the consolidated financial condition and the consolidated results of operations for the unaudited periods presented have been included. The results of operations and other data presented for the three and nine months ended September 30, 2015, are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2015. Whenever necessary, certain prior periods' amounts are reclassified to conform to the current periods' presentation.

In preparing the unaudited consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and results of operations for the periods indicated. Material estimates that are particularly susceptible to change are: the allowance for loan losses, the evaluation of goodwill and other intangible assets, impairment on investment securities, fair value measurements of assets and liabilities, and income taxes. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual amounts or results could differ significantly from those estimates.

Certain information and note disclosures usually included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for the preparation of interim financial statements. The consolidated financial statements presented should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2014, of Northfield Bancorp, Inc. as filed with the SEC.

Note 2 – Securities Available-for-Sale

The following is a comparative summary of mortgage-backed securities and other securities available-for-sale at September 30, 2015, and December 31, 2014 (in thousands).



	September 30, 2015
			Gross		Gross		Estimated
	Amortized		unrealized		unrealized		fair
	cost		gains		losses		value
Mortgage-backed securities:
Pass-through certificates:
Government sponsored enterprises (GSE)	$	242,634	$	6,826	$	770	$	248,690
Real estate mortgage investment conduits (REMICs):
GSE	323,530		1,253		5,878		318,905
Non-GSE	712		—		22		690
	566,876		8,079		6,670		568,285
Other securities:
Equity investments-mutual funds	289		—		—		289
Corporate bonds	11,057		27		—		11,084
	11,346		27		—		11,373
Total securities available-for-sale	$	578,222	$	8,106	$	6,670	$	579,658

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	December 31, 2014
			Gross		Gross		Estimated
	Amortized		unrealized		unrealized		fair
	cost		gains		losses		value
Mortgage-backed securities:
Pass-through certificates:
GSE	$	292,162	$	8,309	$	1,131	$	299,340
REMICs:
GSE	408,328		1,314		9,192		400,450
Non-GSE	1,060		—		34		1,026
	701,550		9,623		10,357		700,816
Other securities:
Equity investments-mutual funds	410		—		—		410
Corporate bonds	69,975		40		2		70,013
	70,385		40		2		70,423
Total securities available-for-sale	$	771,935	$	9,663	$	10,359	$	771,239

The following is a summary of the expected maturity distribution of debt securities available-for-sale, other than mortgage-backed securities, at September 30, 2015 (in thousands).



Available-for-sale	Amortized cost		Estimated fair value
Due in one year or less	$	11,057	$	11,084
Due after one year through five years	—		—
	$	11,057	$	11,084

Contractual maturities for mortgage-backed securities are not included above, as expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties.

For the three and nine months ended September 30, 2015, the Company had gross proceeds of $11.9 million and $51.1 million, respectively, on sales of securities available-for-sale, with gross realized gains of approximately $13,000 and $59,000, respectively, and grossed realized losses of $0 and $3,000, for the three and nine months ended September 30, 2015, respectively. For the three and nine months ended September 30, 2014, the Company had gross proceeds of $1.9 million and $9.1 million, respectively, on sales of securities available-for-sale, with gross realized gains of approximately $30,000 and $229,000, respectively, and no gross realized losses for both the three and nine months ended September 30, 2014. The Company recognized net losses of $401,000 and $390,000, on its trading securities portfolio during the three and nine months ended September 30, 2015, respectively. The Company recognized net losses of $262,000 and $17,000, on its trading securities portfolio during the three and nine months ended September 30, 2014, respectively. The Company did not recognize any other-than-temporary impairment charges during the three and nine months ended September 30, 2015, or September 30, 2014.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Gross unrealized losses on mortgage-backed securities and corporate bonds available-for-sale, and the estimated fair value of the related securities, aggregated by security category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2015, and December 31, 2014, were as follows (in thousands).



	September 30, 2015
	Less than 12 months				12 months or more				Total
	Unrealized		Estimated		Unrealized		Estimated		Unrealized		Estimated
	losses		fair value		losses		fair value		losses		fair value
Mortgage-backed securities:
Pass-through certificates:
GSE	$	—	$	110	$	770	$	55,076	$	770	$	55,186
REMICs:
GSE	73		15,820		5,805		175,033		5,878		190,853
Non-GSE	—		—		22		691		22		691
Total	$	73	$	15,930	$	6,597	$	230,800	$	6,670	$	246,730



	December 31, 2014
	Less than 12 months				12 months or more				Total
	Unrealized		Estimated		Unrealized		Estimated		Unrealized		Estimated
	losses		fair value		losses		fair value		losses		fair value
Mortgage-backed securities:
Pass-through certificates:
GSE	$	1	$	181	$	1,130	$	61,526	$	1,131	$	61,707
REMICs:
GSE	30		3,179		9,162		229,896		9,192		233,075
Non-GSE	—		—		34		1,026		34		1,026
Other Securities:
Corporate Bonds	2		9,996		—		—		2		9,996
Total	$	33	$	13,356	$	10,326	$	292,448	$	10,359	$	305,804

The Company held 11 pass-through mortgage-backed securities issued or guaranteed by GSEs, 11 REMIC mortgage-backed securities issued or guaranteed by GSEs, and two REMIC mortgage-backed securities not issued or guaranteed by GSEs that were in a continuous unrealized loss position of greater than twelve months at September 30, 2015. There were four pass-through mortgage-backed securities issued or guaranteed by GSEs, one REMIC mortgage-backed security issued or guaranteed by a GSE, and no corporate bonds that were in an unrealized loss position of less than twelve months at September 30, 2015. All securities referred to above were rated investment grade at September 30, 2015. The declines in value relate to the general interest rate environment and are considered temporary. The securities cannot be prepaid in a manner that would result in the Company not receiving substantially all of its amortized cost. The Company neither has an intent to sell, nor is it more likely than not that the Company will be required to sell, the securities before the recovery of their amortized cost basis or, if necessary, maturity.

The fair values of our investment securities could decline in the future if the underlying performance of the collateral for the collateralized mortgage obligations or other securities deteriorates and our credit enhancement levels do not provide sufficient protections to our contractual principal and interest, which may result in other-than-temporary impairment in the future.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Note 3 – Securities Held-to-Maturity

The following is a summary of mortgage-backed securities held-to-maturity at September 30, 2015, and December 31, 2014 (in thousands).



	September 30, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Mortgage-backed securities:
Pass-through certificates:
GSEs	$	8,613	$	134	$	—	$	8,747
Total securities held-to-maturity	$	8,613	$	134	$	—	$	8,747



	December 31, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Mortgage-backed securities:
Pass-through certificates:
GSEs	$	3,609	$	82	$	—	$	3,691
Total securities held-to-maturity	$	3,609	$	82	$	—	$	3,691

Contractual maturities for mortgage-backed securities are not presented, as expected maturities on mortgage‑backed securities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties. The Company had no held-to-maturity securities at September 30, 2015, or December 31, 2014, that were in an unrealized loss position.

The fair values of our investment securities could decline in the future if the underlying performance of the collateral for the collateralized mortgage obligations or other securities deteriorates and our credit enhancement levels do not provide sufficient protections to our contractual principal and interest. As a result, there is a risk that significant other-than-temporary impairments may occur in the future given the current economic environment.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Note 4 – Loans

Net loans held-for-investment are as follows (in thousands).



	September 30,			December 31,
	2015			2014
Real estate loans:
Multifamily	$	1,275,335		$	1,072,193
Commercial mortgage	407,453			390,288
One-to-four family residential mortgage	91,825			74,401
Home equity and lines of credit	61,195			54,533
Construction and land	17,913			21,412
Total real estate loans	1,853,721			1,612,827
Commercial and industrial loans	28,995			12,945
Other loans	1,217			2,157
Total commercial and industrial and other loans	30,212			15,102
Deferred loan cost, net	4,710			4,565
Originated loans held-for-investment, net	1,888,643			1,632,494
PCI Loans	33,135			44,816
Loans acquired:
One-to-four family residential mortgage	339,924			234,478
Multifamily	17,298			18,844
Commercial mortgage	11,298			11,999
Construction and land	—			364
Total loans acquired, net	368,520			265,685
Loans held-for-investment, net	2,290,298			1,942,995
Allowance for loan losses	(25,655		)	(26,292		)
Net loans held-for-investment	$	2,264,643		$	1,916,703

There were no loans held-for-sale at September 30, 2015 or December 31, 2014.

PCI loans, primarily acquired as part of a Federal Deposit Insurance Corporation-assisted transaction, totaled $33.1 million at September 30, 2015, as compared to $44.8 million at December 31, 2014. The Company accounts for PCI loans utilizing U.S. GAAP applicable to loans acquired with deteriorated credit quality. At September 30, 2015, PCI loans consist of approximately 28.2% commercial real estate loans and 51.9% commercial and industrial loans, with the remaining balance in residential and home equity loans.

The following details the accretion of interest income for the periods indicated (in thousands).



	At or for the nine months ended September 30,
	2015			2014
Balance at the beginning of period	$	27,943		$	32,464
Accretion into interest income	(3,268		)	(3,724		)
Net reclassification (to) from non-accretable difference	(697		)	374
Balance at end of period	$	23,978		$	29,114

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables set forth activity in our allowance for loan losses, by loan type, as of and for the three and nine months ended September 30, 2015, and September 30, 2014 (in thousands).



	Three Months Ended September 30, 2015
	Real Estate
	Commercial			One-to-Four Family			Construction and Land		Multifamily			Home Equity and Lines of Credit			Commercial and Industrial		Other			Unallocated			Originated Loans Total			Purchased Credit-Impaired		Acquired Loans		Total
Allowance for loan losses:
Beginning balance	$	7,341		$	1,107		$	185	$	13,208		$	941		$	1,011	$	129		$	1,135		$	25,057		$	400	$	59	$	25,516
Charge-offs	(6		)	(1		)	—		—			(115		)	—		(1		)	—			(123		)	—		—		(123		)
Recoveries	2			—			—		25			—			34		1			—			62			—		—		62
Provisions/(credit)	(710		)	(355		)	278		(245		)	322			706		(56		)	(50		)	(110		)	298		12		200
Ending balance	$	6,627		$	751		$	463	$	12,988		$	1,148		$	1,751	$	73		$	1,085		$	24,886		$	698	$	71	$	25,655



	Three Months Ended September 30, 2014
	Real Estate
	Commercial			One-to-Four Family			Construction and Land		Multifamily			Home Equity and Lines of Credit			Commercial and Industrial			Other			Unallocated			Originated Loans Total			Purchased Credit-Impaired		Acquired Loans			Total
Allowance for loan losses:
Beginning balance	$	11,882		$	1,012		$	156	$	9,880		$	993		$	531		$	65		$	1,308		$	25,827		$	400	$	40		$	26,267
Charge-offs	(103		)	(36		)	—		(8		)	(195		)	(12		)	—			—			(354		)	—		—			(354		)
Recoveries	—			—			—		33			—			—			14			—			47			—		—			47
Provisions/(credit)	(439		)	(40		)	22		244			461			122			(2		)	(46		)	322			—		(5		)	317
Ending balance	$	11,340		$	936		$	178	$	10,149		$	1,259		$	641		$	77		$	1,262		$	25,842		$	400	$	35		$	26,277

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	Nine Months Ended September 30, 2015
	Real Estate
	Commercial			One-to-Four Family			Construction and Land		Multifamily			Home Equity and Lines of Credit			Commercial and Industrial			Other			Unallocated			Originated Loans Total			Purchased Credit-Impaired		Acquired Loans		Total
Allowance for loan losses:
Beginning balance	$	9,309		$	951		$	266	$	12,219		$	901		$	841		$	134		$	1,209		$	25,830		$	400	$	62	$	26,292
Charge-offs	(836		)	(127		)	—		(113		)	(115		)	(32		)	(1		)	—			(1,224		)	—		—		(1,224		)
Recoveries	2			—			—		25			42			34			12			—			115			—		—		115
Provisions/(credit)	(1,848		)	(73		)	197		857			320			908			(72		)	(124		)	165			298		9		472
Ending balance	$	6,627		$	751		$	463	$	12,988		$	1,148		$	1,751		$	73		$	1,085		$	24,886		$	698	$	71	$	25,655



	Nine Months Ended September 30, 2014
	Real Estate
	Commercial			One-to-Four Family			Construction and Land			Multifamily			Home Equity and Lines of Credit			Commercial and Industrial			Other			Unallocated		Originated Loans Total			Purchased Credit-Impaired			Acquired Loans		Total
Allowance for loan losses:
Beginning balance	$	12,619		$	875		$	205		$	9,374		$	860		$	425		$	67		$	1,024	$	25,449		$	588		$	—	$	26,037
Charge-offs	(103		)	(58		)	—			(8		)	(489		)	(13		)	—			—		(671		)	—			—		(671		)
Recoveries	—			—			246			33			—			—			44			—		323			—			—		323
Provisions/(credit)	(1,176		)	119			(273		)	750			888			229			(34		)	238		741			(188		)	35		588
Ending balance	$	11,340		$	936		$	178		$	10,149		$	1,259		$	641		$	77		$	1,262	$	25,842		$	400		$	35	$	26,277

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables detail the amount of loans receivable held-for-investment, net of deferred loan fees and costs, that are evaluated individually, and collectively, for impairment, and the related portion of the allowance for loan losses that is allocated to each loan portfolio segment, at September 30, 2015, and December 31, 2014 (in thousands).



	September 30, 2015
	Real Estate
	Commercial		One-to-Four Family		Construction and Land		Multifamily		Home Equity and Lines of Credit		Commercial and Industrial		Other		Unallocated		Originated Loans Total		Purchased Credit-Impaired		Acquired Loans		Total
Allowance for loan losses:
Ending balance: individually evaluated for impairment	$	907	$	68	$	—	$	172	$	61	$	7	$	—	$	—	$	1,215	$	—	$	71	$	1,286
Ending balance: collectively evaluated for impairment	5,720		683		463		12,816		1,087		1,744		73		1,085		23,671		698		—		24,369
Loans, net:
Ending balance	408,063		92,462		17,942		1,277,556		62,359		29,044		1,217		—		1,888,643		33,135		368,520		2,290,298
Ending balance: individually evaluated for impairment	25,894		1,600		—		2,479		358		120		—		—		30,451		—		2,835		33,286
Ending balance: collectively evaluated for impairment	382,169		90,862		17,942		1,275,077		62,001		28,924		1,217		—		1,858,192		33,135		365,685		2,257,012



	December 31, 2014
	Real Estate
	Commercial		One-to-Four Family		Construction and Land		Multifamily		Home Equity and Lines of Credit		Commercial and Industrial		Other		Unallocated		Originated Loans Total		Purchased Credit-Impaired		Acquired Loans		Total
Allowance for loan losses:
Ending balance: individually evaluated for impairment	$	2,361	$	57	$	—	$	215	$	13	$	109	$	—	$	—	$	2,755	$	—	$	62	$	2,817
Ending balance: collectively evaluated for impairment	6,948		894		266		12,004		888		732		134		1,209		23,075		400		—		23,475
Loans, net:
Ending balance	390,885		74,990		21,445		1,074,539		55,486		12,992		2,157		—		1,632,494		44,816		265,685		1,942,995
Ending balance: individually evaluated for impairment	29,224		1,072		—		1,990		327		806		—		—		33,419		—		855		34,274
Ending balance: collectively evaluated for impairment	361,661		73,918		21,445		1,072,549		55,159		12,186		2,157		—		1,599,075		44,816		264,830		1,908,721

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The Company monitors the credit quality of its loan portfolio on a regular basis. Credit quality is monitored by reviewing certain credit quality indicators. Management has determined that loan-to-value (LTV) ratios at period end and internally assigned credit risk ratings by loan type are the key credit quality indicators that best measure the credit quality of the Company’s loan receivables. LTV ratios used by management in monitoring credit quality are based on current period end loan balances and original appraised values at time of origination (unless a current appraisal has been obtained as a result of the loan being deemed impaired). In calculating the provision for loan losses, based on past loan loss experience, management has determined that commercial real estate loans and multifamily loans having LTV ratios, as described above, of less than 35%, and one-to-four family loans having LTV ratios, as described above, of less than 60%, require less of a loss factor than those with higher loan to value ratios.

The Company maintains a credit risk rating system as part of the risk assessment of its loan portfolio. The Company’s lending officers are required to assign a credit risk rating to each loan in their portfolio at origination. This risk rating is reviewed periodically and adjusted if necessary. Monthly, management presents monitored assets to the loan committee. In addition, the Company engages a third-party independent loan reviewer that performs semi-annual reviews of a sample of loans, validating the credit risk ratings assigned to such loans. The credit risk ratings play an important role in the establishment of the loan loss provision and the allowance for loan losses for originated loans held-for-investment. After determining the general reserve loss factor for each originated portfolio segment held-for-investment, the originated portfolio segment held-for-investment balance collectively evaluated for impairment is multiplied by the general reserve loss factor for the respective portfolio segment in order to determine the general reserve.

When assigning a risk rating to a loan, management utilizes the Bank’s internal nine-point credit risk rating system.


1.	Strong


2.	Good


3.	Acceptable


4.	Adequate


5.	Watch


6.	Special Mention


7.	Substandard


8.	Doubtful


9.	Loss

Loans rated 1 to 5 are considered pass ratings. An asset is classified substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets have well defined weaknesses based on objective evidence, and are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable based on current circumstances. Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets is not warranted. Assets which do not currently expose the Company to sufficient risk to warrant classification in one of the aforementioned categories, but possess weaknesses, are required to be designated special mention.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables detail the recorded investment of originated loans held-for-investment, net of deferred fees and costs, by loan type and credit quality indicator at September 30, 2015, and December 31, 2014 (in thousands).



	September 30, 2015
	Real Estate
	Multifamily				Commercial				One-to-Four Family				Construction and Land		Home Equity and Lines of Credit		Commercial and Industrial		Other		Total
	< 35% LTV		=> 35% LTV		< 35% LTV		=> 35% LTV		< 60% LTV		=> 60% LTV
Internal Risk Rating
Pass	$	85,027	$	1,185,108	$	49,619	$	321,411	$	43,172	$	45,258	$	17,942	$	61,823	$	28,248	$	1,217	$	1,838,825
Special Mention	263		3,883		1,021		2,993		538		—		—		77		355		—		9,130
Substandard	—		3,275		1,245		31,774		1,784		1,710		—		459		441		—		40,688
Originated loans held-for-investment, net	$	85,290	$	1,192,266	$	51,885	$	356,178	$	45,494	$	46,968	$	17,942	$	62,359	$	29,044	$	1,217	$	1,888,643



	December 31, 2014
	Real Estate
	Multifamily				Commercial				One-to-Four Family				Construction and Land		Home Equity and Lines of Credit		Commercial and Industrial		Other		Total
	< 35% LTV		=> 35% LTV		< 35% LTV		=> 35% LTV		< 60% LTV		=> 60% LTV
Internal Risk Rating
Pass	$	64,692	$	999,708	$	47,534	$	289,794	$	29,629	$	40,527	$	21,445	$	54,935	$	11,421	$	2,157	$	1,561,842
Special Mention	283		4,342		2,436		9,792		1,143		—		—		360		652		—		19,008
Substandard	801		4,713		—		41,329		2,303		1,388		—		191		919		—		51,644
Originated loans held-for-investment, net	$	65,776	$	1,008,763	$	49,970	$	340,915	$	33,075	$	41,915	$	21,445	$	55,486	$	12,992	$	2,157	$	1,632,494

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Included in originated and acquired loans receivable (including held-for-sale) are loans for which the accrual of interest income has been discontinued due to deterioration in the financial condition of the borrowers. The recorded investment of these non-accrual loans was $14.1 million and $13.9 million at September 30, 2015, and December 31, 2014, respectively. Generally, loans are placed on non-accruing status when they become 90 days or more delinquent, or sooner if considered appropriate by management, and remain on non-accrual status until they are brought current, have six consecutive months of performance under the loan terms, and factors indicating reasonable doubt about the timely collection of payments no longer exist. Therefore, loans may be current in accordance with their loan terms, or may be less than 90 days delinquent and still be on a non-accruing status.

These non-accrual amounts included loans deemed to be impaired of $10.8 million and $10.1 million at September 30, 2015, and December 31, 2014, respectively. Loans on non-accrual status with principal balances less than $500,000, and therefore not meeting the Company’s definition of an impaired loan, amounted to $3.3 million and $3.8 million at September 30, 2015, and December 31, 2014, respectively. There were no loans held-for-sale at September 30, 2015 or December 31, 2014. Loans past due 90 days or more and still accruing interest were $143,000 and $708,000 at September 30, 2015, and December 31, 2014, respectively, and consisted of loans that are considered well secured and in the process of collection.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables set forth the detail, and delinquency status, of non-performing loans (non-accrual loans and loans past due 90 days or more and still accruing), net of deferred fees and costs, at September 30, 2015, and December 31, 2014, excluding loans held-for-sale and PCI loans which have been segregated into pools.



	September 30, 2015
	Total Non-Performing Loans
	Non-Accruing Loans
	0-29 Days Past Due		30-89 Days Past Due		90 Days or More Past Due		Total		90 Days or More Past Due and Accruing		Total Non-Performing Loans
Loans held-for-investment:
Real estate loans:
Commercial
LTV => 35%
Substandard	$	6,390	$	916	$	3,255	$	10,561	$	—	$	10,561
Total commercial	6,390		916		3,255		10,561		—		10,561
One-to-four family residential
LTV < 60%
Substandard	—		183		930		1,113		—		1,113
Total	—		183		930		1,113		—		1,113
LTV => 60%
Substandard	511		137		366		1,014		—		1,014
Total	511		137		366		1,014		—		1,014
Total one-to-four family residential	511		320		1,296		2,127		—		2,127
Construction and land
Pass	—		—		—		—		112		112
Total construction and land	—		—		—		—		112		112
Multifamily
LTV => 35%
Substandard	—		—		559		559		—		559
Total multifamily	—		—		559		559		—		559
Home equity and lines of credit
Substandard	—		—		97		97		16		113
Total home equity and lines of credit	—		—		97		97		16		113
Commercial and industrial loans
Pass	—		—		—		—		15		15
Total commercial and industrial loans	—		—		—		—		15		15
Total non-performing loans held-for-investment	6,901		1,236		5,207		13,344		143		13,487
Loans acquired:
One-to-four family residential
LTV < 60%
Substandard	—		—		788		788		—		788
Total one-to-four family residential	—		—		788		788		—		788
Total non-performing loans acquired	—		—		788		788		—		788
Total non-performing loans	$	6,901	$	1,236	$	5,995	$	14,132	$	143	$	14,275

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	December 31, 2014
	Total Non-Performing Loans
	Non-Accruing Loans
	0-29 Days Past Due		30-89 Days Past Due		90 Days or More Past Due		Total		90 Days or More Past Due and Accruing		Total Non-Performing Loans
Loans held-for-investment:
Real estate loans:
Commercial
LTV => 35%
Substandard	$	—	$	395	$	10,769	$	11,164	$	—	$	11,164
Total commercial	—		395		10,769		11,164		—		11,164
One-to-four family residential
LTV < 60%
Substandard	—		190		674		864		286		1,150
Total	—		190		674		864		286		1,150
LTV => 60%
Substandard	—		—		1,028		1,028		—		1,028
Total	—		—		1,028		1,028		—		1,028
Total one-to-four family residential	—		190		1,702		1,892		286		2,178
Home equity and lines of credit
Substandard	—		98		—		98		—		98
Total home equity and lines of credit	—		98		—		98		—		98
Commercial and industrial loans
Substandard	—		—		408		408		—		408
Total commercial and industrial loans	—		—		408		408		—		408
Total non-performing loans held-for-investment	—		683		12,879		13,562		286		13,848
Loans acquired:
One-to-four family residential
LTV < 60%
Pass	—		—		—		—		422		422
Substandard	—		—		313		313		—		313
Total one-to-four family residential	—		—		313		313		422		735
Total non-performing loans acquired:	—		—		313		313		422		735
Total non-performing loans	$	—	$	683	$	13,192	$	13,875	$	708	$	14,583

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables set forth the detail and delinquency status of originated and acquired loans held-for-investment, net of deferred fees and costs, by performing and non-performing loans at September 30, 2015, and December 31, 2014 (in thousands).



	September 30, 2015
	Performing (Accruing) Loans
	0-29 Days Past Due		30-89 Days Past Due		Total		Non-Performing Loans		Total Loans Receivable, net
Loans held-for-investment:
Real estate loans:
Commercial
LTV < 35%
Pass	$	49,619	$	—	$	49,619	$	—	$	49,619
Special Mention	1,021		—		1,021		—		1,021
Substandard	1,245		—		1,245		—		1,245
Total	51,885		—		51,885		—		51,885
LTV => 35%
Pass	321,411		—		321,411		—		321,411
Special Mention	2,993		—		2,993		—		2,993
Substandard	13,889		7,324		21,213		10,561		31,774
Total	338,293		7,324		345,617		10,561		356,178
Total commercial	390,178		7,324		397,502		10,561		408,063
One-to-four family residential
LTV < 60%
Pass	40,640		2,532		43,172		—		43,172
Special Mention	166		372		538		—		538
Substandard	654		17		671		1,113		1,784
Total	41,460		2,921		44,381		1,113		45,494
LTV => 60%
Pass	44,998		260		45,258		—		45,258
Substandard	293		403		696		1,014		1,710
Total	45,291		663		45,954		1,014		46,968
Total one-to-four family residential	86,751		3,584		90,335		2,127		92,462
Construction and land
Pass	16,445		1,385		17,830		112		17,942
Total construction and land	16,445		1,385		17,830		112		17,942
Multifamily
LTV < 35%
Pass	84,882		145		85,027		—		85,027
Special Mention	55		208		263		—		263
Substandard	—		—		—		—		—
Total	84,937		353		85,290		—		85,290
LTV => 35%
Pass	1,183,518		1,590		1,185,108		—		1,185,108
Special Mention	2,731		1,152		3,883		—		3,883
Substandard	2,716		—		2,716		559		3,275
Total	1,188,965		2,742		1,191,707		559		1,192,266
Total multifamily	1,273,902		3,095		1,276,997		559		1,277,556
Home equity and lines of credit
Pass	61,456		367		61,823		—		61,823
Special Mention	77		—		77		—		77
Substandard	258		88		346		113		459
Total home equity and lines of credit	61,791		455		62,246		113		62,359
Commercial and industrial loans
Pass	28,234		—		28,234		15		28,249
Special Mention	355		—		355		—		355
Substandard	387		53		440		—		440
Total commercial and industrial loans	28,976		53		29,029		15		29,044

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	September 30, 2015
	Performing (Accruing) Loans
	0-29 Days Past Due		30-89 Days Past Due		Total		Non-Performing Loans		Total Loans Receivable, net
Other loans
Pass	1,206		11		1,217				1,217
Total other loans	1,206		11		1,217		—		1,217
Total originated loans held-for-investment	$	1,859,249	$	15,907	$	1,875,156	$	13,487	$	1,888,643
Acquired loans:
One-to-four family residential
LTV < 60%
Pass	323,316		286		323,602		—		323,602
Special Mention	563		—		563		—		563
Substandard	724		198		922		788		1,710
Total	324,603		484		325,087		788		325,875
LTV => 60%
Pass	13,763		—		13,763		—		13,763
Substandard	286		—		286		—		286
Total	14,049		—		14,049		—		14,049
Total one-to-four family residential	338,652		484		339,136		788		339,924
Commercial
LTV < 35%
Pass	2,250		—		2,250		—		2,250
Special Mention	—		—		—		—		—
Substandard	—		735		735		—		735
Total	2,250		735		2,985		—		2,985
LTV => 35%
Pass	5,571		—		5,571		—		5,571
Special Mention	891		—		891		—		891
Substandard	1,851		—		1,851		—		1,851
Total	8,313		—		8,313		—		8,313
Total commercial	10,563		735		11,298		—		11,298
Multifamily
LTV < 35%
Pass	4,736		—		4,736		—		4,736
Special Mention	142		—		142		—		142
Total	4,878		—		4,878		—		4,878
LTV => 35%
Pass	12,091		—		12,091		—		12,091
Special Mention	329		—		329		—		329
Total	12,420		—		12,420		—		12,420
Total multifamily	17,298		—		17,298		—		17,298
Total loans acquired	366,513		1,219		367,732		788		368,520
	$	2,225,762	$	17,126	$	2,242,888	$	14,275	$	2,257,163

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	December 31, 2014
	Performing (Accruing) Loans
	0-29 Days Past Due		30-89 Days Past Due		Total		Non-Performing Loans	Total Loans Receivable, net
Loans held-for-investment:
Real estate loans:
Commercial
LTV < 35%
Pass	$	47,534	$	—	$	47,534	—	$	47,534
Special Mention	2,436		—		2,436		—	2,436
Total	49,970		—		49,970		—	49,970
LTV => 35%
Pass	288,915		878		289,793		—	289,793
Special Mention	9,792		—		9,792		—	9,792
Substandard	25,073		5,093		30,166		11,164	41,330
Total	323,780		5,971		329,751		11,164	340,915
Total commercial	373,750		5,971		379,721		11,164	390,885
One-to-four family residential
LTV < 60%
Pass	29,288		341		29,629		—	29,629
Special Mention	1,143		—		1,143		—	1,143
Substandard	867		286		1,153		1,150	2,303
Total	31,298		627		31,925		1,150	33,075
LTV => 60%
Pass	38,062		2,465		40,527		—	40,527
Substandard	—		360		360		1,028	1,388
Total	38,062		2,825		40,887		1,028	41,915
Total one-to-four family residential	69,360		3,452		72,812		2,178	74,990
Construction and land
Pass	21,445		—		21,445		—	21,445
Total construction and land	21,445		—		21,445		—	21,445
Multifamily
LTV < 35%
Pass	64,692		—		64,692		—	64,692
Special Mention	283		—		283		—	283
Substandard	801		—		801		—	801
Total	65,776		—		65,776		—	65,776
LTV => 35%
Pass	999,469		239		999,708		—	999,708
Special Mention	3,822		520		4,342		—	4,342
Substandard	4,382		331		4,713		—	4,713
Total	1,007,673		1,090		1,008,763		—	1,008,763
Total multifamily	1,073,449		1,090		1,074,539		—	1,074,539
Home equity and lines of credit
Pass	54,800		135		54,935		—	54,935
Special Mention	360		—		360		—	360
Substandard	93		—		93		98	191
Total home equity and lines of credit	55,253		135		55,388		98	55,486
Commercial and industrial loans
Pass	11,331		90		11,421		—	11,421
Special Mention	652		—		652		—	652
Substandard	479		32		511		408	919
Total commercial and industrial loans	12,462		122		12,584		408	12,992

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	December 31, 2014
	Performing (Accruing) Loans
	0-29 Days Past Due		30-89 Days Past Due		Total		Non-Performing Loans		Total Loans Receivable, net

Other loans
Pass	2,097		60		2,157		—		2,157
Total other loans	2,097		60		2,157		—		2,157
Total originated loans held-for-investment	$	1,607,816	$	10,830	$	1,618,646	$	13,848	$	1,632,494
Loans Acquired
Real estate loans:
One-to-four family residential
LTV < 60%
Pass	225,741		526		226,267		422		226,689
Special Mention	597		—		597		—		597
Substandard	424		—		424		313		737
Total	226,762		526		227,288		735		228,023
LTV => 60%
Pass	5,787		375		6,162		—		6,162
Substandard	294		—		294		—		294
Total	6,081		375		6,456		—		6,456
Total one-to-four family residential	232,843		901		233,744		735		234,479
Commercial
LTV < 35%
Pass	2,477		—		2,477		—		2,477
Special Mention	187		521		708		—		708
Total	2,664		521		3,185		—		3,185
LTV => 35%
Pass	5,817		—		5,817		—		5,817
Special Mention	2,997		—		2,997		—		2,997
Total	8,814		—		8,814		—		8,814
Total commercial	11,478		521		11,999		—		11,999
Construction and land
Substandard	363		—		363		—		363
Total construction and land	363		—		363		—		363
Multifamily
LTV < 35%
Pass	4,857		—		4,857		—		4,857
Special Mention	164		—		164		—		164
Total	5,021		—		5,021		—		5,021
LTV => 35%
Pass	13,457		—		13,457		—		13,457
Special Mention	366		—		366		—		366
Total	13,823		—		13,823		—		13,823
Total multifamily	18,844		—		18,844		—		18,844
Total loans acquired	263,528		1,422		264,950		735		265,685
	$	1,871,344	$	12,252	$	1,883,596	$	14,583	$	1,898,179

The following table summarizes originated and acquired impaired loans as of September 30, 2015, and December 31, 2014 (in thousands).

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	September 30, 2015							December 31, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance			Recorded Investment		Unpaid Principal Balance		Related Allowance
With No Allowance Recorded:
Real estate loans:
Commercial
LTV < 35%
Substandard	$	—	$	122	$	—		$	—	$	—	$	—
LTV => 35%
Pass	2,425		2,562		—			3,311		3,448		—
Substandard	13,182		14,495		—			12,880		14,339		—
One-to-four family residential
LTV < 60%
Pass	361		361		—			66		66		—
Special Mention	—		—		—			138		138		—
Substandard	136		136		—			262		262		—
LTV => 60%
Substandard	200		215		—			—		—		—
Multifamily
LTV => 35%
Pass	77		548		—			86		557
Substandard	1,017		1,017		—			477		477		—
Home equity and lines of credit
Special Mention	—		—		—			49		49		—
Commercial and industrial loans
Special Mention	—		—		—			267		268		—
Substandard	90		90		—			99		99		—
With a Related Allowance Recorded:
Real estate loans:
Commercial
LTV => 35%
Pass	1,662		1,662		(14		)	—		—		—
Substandard	10,476		11,093		(893		)	13,033		14,365		(2,361		)
One-to-four family residential
LTV < 60%
Pass	372		372		(3		)	—		—		—
Special Mention	—		—		—			319		319		(4		)
Substandard	870		870		(91		)	848		848		(95		)
LTV => 60%
Substandard	645		688		(45		)	294		294		(20		)
Multifamily
LTV => 35%
Substandard	1,385		1,385		(172		)	1,427		1,427		(215		)
Home equity and lines of credit
Pass	271		271		(13		)	—		—		—
Special Mention	45		45		(23		)	278		278		(13		)
Substandard	42		42		(25		)	—		—		—
Commercial and industrial loans
Special Mention	30		30		(7		)	32		32		(1		)
Substandard	—		—		—			408		530		(108		)
Total:
Real estate loans
Commercial	27,745		29,934		(907		)	29,224		32,152		(2,361		)
One-to-four family residential	2,584		2,642		(139		)	1,927		1,927		(119		)
Construction and land
Multifamily	2,479		2,950		(172		)	1,990		2,461		(215		)
Home equity and lines of credit	358		358		(61		)	327		327		(13		)
Commercial and industrial loans	120		120		(7		)	806		929		(109		)
	$	33,286	$	36,004	$	(1,286	)	$	34,274	$	37,796	$	(2,817	)

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Included in the above table at September 30, 2015, are loans with carrying balances of $12.8 million that were not written down by either charge-offs or specific reserves in our allowance for loan losses. Included in the above table at December 31, 2014, are loans with carrying balances of $13.1 million that were not written down by either charge-offs or specific reserves in our allowance for loan losses. Loans not written down by charge-offs or specific reserves at September 30, 2015, and December 31, 2014, are considered to have sufficient collateral values, less costs to sell, to support the carrying balances of the loans.

The following table summarizes the average recorded investment in originated and acquired impaired loans and interest recognized on impaired loans as of, and for, the three and nine months ended September 30, 2015, and September 30, 2014 (in thousands).



	Three Months Ended								Nine Months Ended
	September 30, 2015				September 30, 2014				September 30, 2015				September 30, 2014
	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
With No Allowance Recorded:
Real estate loans:
Commercial
LTV < 35%
Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	851	$	—
LTV => 35%
Pass	2,434		24		3,347		37		2,660		71		7,441		112
Special Mention	—		—		—		—		136		—		—		—
Substandard	13,051		147		10,549		117		12,398		517		8,832		355
Construction and land
Substandard	—		—		—		—		—		—		27		—
One-to-four family residential
LTV < 60%
Pass	363		5		—		1		203		14		—		2
Special Mention	—		—		140		2		69		—		232		5
Substandard	92		7		265		3		176		7		267		10
LTV => 60%
Substandard	178		3		—		2		89		17		—		7
Multifamily
LTV => 35%
Pass	79		4		91		4		82		13		45		13
Substandard	739		10		958		10		607		20		774		22
Home equity and lines of credit
Special Mention	24		—		25		1		36				13		2
Substandard	—		—		—		—		—		—		250		—
Commercial and industrial loans
Special Mention	15		—		17		—		74		—		113		—
Substandard	92		—		566		6		95		—		704		25
With a Related Allowance Recorded:
Real estate loans:
Commercial
LTV => 35%
Pass	1,670		22		—		—		835		67		—		—
Special Mention	—		—		—		—		—		—		725		—
Substandard	10,717		92		16,083		112		11,724		201		13,189		323
One-to-four family residential
LTV < 60%
Pass	374		2		—		—		203		8		—		—
Special Mention	—		—		324		2		159		—		244		6
Substandard	874		3		—		—		870		10		—		—
LTV => 60%
Substandard	649		4		—		—		471		40		85		—
Multifamily
LTV => 35%
Substandard	1,392		13		1,447		13		1,406		39		1,461		40

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)




	Three Months Ended								Nine Months Ended
	September 30, 2015				September 30, 2014				September 30, 2015				September 30, 2014
	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
Home equity and lines of credit
Pass	272		2		—		—		136		6		—		—
Special Mention	23		1		308		1		150		2		324		4
Substandard	43		—		—		—		21		2		250		—
Commercial and industrial loans
Special Mention	15		1		17		1		23		1		8		1
Substandard	—		—		408		—		102		—		416		2
Total:
Real estate loans
Commercial	27,872		285		29,979		266		27,753		856		31,038		790
One-to-four family residential	2,530		24		729		10		2,240		96		828		30
Construction and land	—		—		—		—		—		—		27		—
Multifamily	2,210		27		2,496		27		2,095		72		2,280		75
Home equity and lines of credit	362		3		333		2		343		10		837		6
Commercial and industrial loans	122		1		1,008		7		294		1		1,241		28
	$	33,096	$	340	$	34,545	$	312	$	32,725	$	1,035	$	36,251	$	929

The following tables summarize loans that were modified as troubled debt restructurings ("TDRs") during the three and nine months ended September 30, 2015. There were no loans modified as TDRs during the three and nine months ended September 30, 2014.



	Three Months Ended			Nine Months Ended
	September 30, 2015
	Number of Relationships	Pre-Modification Outstanding Recorded Investment	Post-Modification Outstanding Recorded Investement	Number of Relationships	Pre-Modification Outstanding Recorded Investment	Post-Modification Outstanding Recorded Investement
		(dollars in thousands)			(dollars in thousands)
TDRs
Commercial real estate loans
Substandard	—	$—	$—	3	$8,457	$8,457
One-to-four family residential
Pass	—	—	—	1	20	20
Substandard	1	136	136	4	697	697
Home Equity	—	—	—	1	43	43
Total TDRs	1	$136	$136	9	$9,217	$9,217

For the three months ended September 30, 2015, the loan in the table above was restructured to receive reduced interest rates.

For the nine months ended September 30, 2015, one of the commercial real estate relationships in the table above, with a pre-modification outstanding recorded investment of $6.3 million, represents five loans to one borrower that were restructured into one loan during the nine months ended September 30, 2015. These loans were restructured to provide partial forgiveness of debt, after the borrower made a $500,000 principal payment. The remaining relationships in the table above were restructured to receive reduced interest rates.

At September 30, 2015, and December 31, 2014, there were TDRs of $31.7 million and $33.8 million, respectively.

Management classifies all TDRs as impaired loans. Impaired loans are individually assessed to determine that the loan’s carrying value is not in excess of the estimated fair value of the collateral less costs to sell, if the loan is collateral dependent, or the present value of the expected future cash flows, if the loan is not collateral dependent. Management performs

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

a detailed evaluation of each impaired loan and generally obtains updated appraisals as part of the evaluation. In addition, management adjusts estimated fair values down to appropriately consider recent market conditions, our willingness to accept a lower sales price to effect a quick sale, and costs to dispose of any supporting collateral. Determining the estimated fair value of underlying collateral (and related costs to sell) can be difficult in illiquid real estate markets and is subject to significant assumptions and estimates. Management employs an independent third-party expert in appraisal preparation and review to ascertain the reasonableness of updated appraisals. Projecting the expected cash flows under TDRs which are not collateral dependent is inherently subjective and requires, among other things, an evaluation of the borrower’s current and projected financial condition. Actual results may be significantly different than our projections and our established allowance for loan losses on these loans, which could have a material effect on our financial results.

At September 30, 2015, no TDR loan that was restructured during the twelve months ended September 30, 2015, had subsequently defaulted.

Note 5 – Deposits

Deposits account balances are summarized as follows (in thousands).



	September 30,		December 31,
	2015		2014
Non-interest-bearing demand	$	265,524	$	269,466
Interest-bearing negotiable orders of withdrawal (NOW)	188,082		124,961
Savings and money market	1,043,884		873,094
Certificates of deposit	586,057		353,144
Total deposits	$	2,083,547	$	1,620,665

Interest expense on deposit accounts is summarized for the periods indicated (in thousands).



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
Negotiable orders of withdrawal, savings, and money market	$	1,360	$	560	$	3,416	$	1,549
Certificates of deposit	1,481		805		3,957		2,308
Total interest expense on deposit accounts	$	2,841	$	1,365	$	7,373	$	3,857

Note 6 – Equity Incentive Plan

In May 2015, the Company granted to directors and employees a total of 419,000 restricted shares, and 1,090,000 stock options to purchase Company stock. These shares and options were issued out of the 2014 Equity Incentive Plan ("the Plan"), which allows the Company to grant common stock or options to purchase common stock at specific prices to directors and employees of the Company. All stock options and restricted stock granted to date vest in equal installments over a five-year period beginning one year from the date of grant. The vesting of options and restricted stock awards may accelerate in accordance with terms of the Plan. Stock options were granted at an exercise price equal to the fair value of the Company’s common stock on the grant date based on quoted market prices and all have an expiration period of ten years. The fair value of stock options granted on May 27, 2015, was estimated utilizing the Black-Scholes option pricing model using the following assumptions: an expected life of 6.5 years, risk-free rate of return of 1.67%, volatility of 32.06% and a dividend yield of 1.90%.

The following table is a summary of the Company’s stock options outstanding as of September 30, 2015, and changes therein during the nine months then ended.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	Number of Stock Options		Weighted Average Grant Date Fair Value		Weighted Average Exercise Price		Weighted Average Contractual Life (years)
Outstanding - December 31, 2014	5,138,072		$	3.08	$	10.04	7.44
Granted	1,090,000		4.07		14.76		9.66
Forfeited	(66,480	)	3.91		13.13		—
Exercised	(137,371	)	2.30		7.09		—
Outstanding - September 30, 2015	6,024,221		3.30		10.93		6.66
Exercisable - September 30, 2015	2,978,203		2.57		8.08		4.23

Expected future stock option expense related to the non-vested options outstanding as of September 30, 2015, is $11.1 million over an average period of 4.05 years.

The following is a summary of the status of the Company’s restricted share awards as of September 30, 2015, and changes therein during the nine months then ended.



	Number of Shares Awarded		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2014	1,003,074		$	13.11
Granted	419,000		14.76
Vested	(195,892	)	13.09
Forfeited	(30,280	)	13.13
Non-vested at September 30, 2015	1,195,902		13.70

Expected future stock award expense related to the non-vested restricted share awards as of September 30, 2015, is $15.1 million over an average period of 4.05 years.

During the nine months ended September 30, 2015 and 2014, the Company recorded $4.7 million and $1.7 million, respectively, of stock-based compensation related to the above plans.

Note 7 – Fair Value Measurements

The following tables present the assets reported on the consolidated balance sheet at their estimated fair value as of September 30, 2015, and December 31, 2014, by level within the fair value hierarchy as required by the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). Financial assets and liabilities are classified in their entirety based on the level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:


•	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.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	Fair Value Measurements at September 30, 2015 Using:
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Measured on a recurring basis:
Assets:
Investment securities:
Available-for-sale:
Mortgage-backed securities:
GSE	$	567,595	$	—	$	567,595	$	—
Non-GSE	690		—		690		—
Other securities:
Corporate bonds	11,084		—		11,084		—
Equities	289		289		—		—
Total available-for-sale	579,658		289		579,369		—
Trading securities	6,362		6,362		—		—
Total	$	586,020	$	6,651	$	579,369	$	—
Measured on a non-recurring basis:
Assets:
Impaired loans:
Real estate loans:
Commercial real estate	$	16,770	$	—	$	—	$	16,770
One-to-four family residential mortgage	1,888		—		—		1,888
Multifamily	1,463		—		—		1,463
Home equity and lines of credit	358		—		—		358
Total impaired real estate loans	20,479		—		—		20,479
Commercial and industrial loans	29		—		—		29
Other real estate owned	261		—		—		261
Total	$	20,769	$	—	$	—	$	20,769

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	Fair Value Measurements at December 31, 2014 Using:
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Measured on a recurring basis:
Assets:
Investment securities:
Available-for-sale:
Mortgage-backed securities:
GSE	$	699,790	$	—	$	699,790	$	—
Non-GSE	1,026		—		1,026		—
Other securities:
Corporate bonds	70,013		—		70,013		—
Equities	410		410		—		—
Total available-for-sale	771,239		410		770,829		—
Trading securities	6,422		6,422		—		—
Total	$	777,661	$	6,832	$	770,829	$	—
Measured on a non-recurring basis:
Assets:
Impaired loans:
Real estate loans:
Commercial real estate	$	17,438	$	—	$	—	$	17,438
One-to-four family residential mortgage	672		—		—		672
Multifamily	1,513		—		—		1,513
Home equity and lines of credit	278		—		—		278
Total impaired real estate loans	19,901		—		—		19,901
Commercial and industrial loans	440		—		—		440
Other real estate owned	752		—		—		752
Total	$	21,093	$	—	$	—	$	21,093

The following table presents qualitative information for Level 3 assets measured at fair value on a non-recurring basis at September 30, 2015 and December 31, 2014 (dollars in thousands).



	Fair Value				Valuation Methodology	Unobservable Inputs	Range of Inputs
	September 30, 2015		December 31, 2014				September 30, 2015	December 31, 2014
Impaired loans	$	20,508	$	20,341	Appraisals	Discount for costs to sell	7.0%	7.0%
						Discount for quick sale	10.0% - 40.0%	10.0% - 40.0%
					Discounted cash flows	Interest rates	4.75% to 7.5%	4.6% to 7.5%
Other real estate owned	$	261	$	752	Appraisals	Discount for costs to sell	7.0%	7.0%

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Available for Sale Securities: The estimated fair values for mortgage-backed and corporate securities are obtained from an independent nationally recognized third-party pricing service. The estimated fair values are derived primarily from cash flow models, which include assumptions for interest rates, credit losses, and prepayment speeds. Broker/dealer quotes are utilized as well, when such quotes are available and deemed representative of the market. The significant inputs utilized in the cash flow models are based on market data obtained from sources independent of the Company (Observable Inputs), and are therefore classified as Level 2 within the fair value hierarchy. The estimated fair values of equity securities, classified as Level 1, are derived from quoted market prices in active markets. Equity securities consist of publicly traded mutual funds. There were no transfers of securities between Level 1 and Level 2 during the nine months ended September 30, 2015.

Trading Securities: Fair values are derived from quoted market prices in active markets. The assets consist of publicly traded mutual funds.

Impaired Loans: At September 30, 2015, and December 31, 2014, the Company had impaired originated loans held-for-investment with outstanding principal balances of $23.0 million and $23.7 million, respectively, that were recorded at their estimated fair value of $20.5 million and $20.3 million, respectively. The Company recorded net impairment recoveries of $887,000 for the nine months ended September 30, 2015 and net impairment charges of $146,000 for the nine months ended September 30, 2014, utilizing Level 3 inputs. For purposes of estimating fair value of impaired loans, management utilizes independent appraisals, if the loan is collateral dependent, adjusted downward by management, as necessary, for changes in relevant valuation factors subsequent to the appraisal date, or the present value of expected future cash flows for non-collateral dependent loans and TDRs.

Other Real Estate Owned (OREO): At September 30, 2015, and December 31, 2014, the Company had assets acquired through foreclosure, or deed in lieu of foreclosure, of $261,000 and $752,000, respectively. These assets are recorded at estimated fair value, less estimated selling costs when acquired, establishing a new cost basis. Estimated fair value is generally based on independent appraisals. These appraisals include adjustments to comparable assets based on the appraisers’ market knowledge and experience, and are considered Level 3 inputs. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses. If the estimated fair value of the asset declines, a write-down is recorded through non-interest expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of changes in economic conditions.

There was a $71,000 subsequent valuation adjustment to one OREO property for the nine months ended September 30, 2015. Operating costs after acquisition are expensed.

In addition, the Company may be required, from time to time, to measure the fair value of certain other financial assets on a nonrecurring basis in accordance with U.S. GAAP. The adjustments to fair value usually result from the application of lower-of-cost-or-market accounting or write downs of individual assets.

Fair Value of Financial Instruments

The FASB ASC Topic for Financial Instruments requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above. The following methods and assumptions were used to estimate the fair value of other financial assets and financial liabilities not already discussed above:


(a)	Cash, Cash Equivalents, and Certificates of Deposit

Cash and cash equivalents are short-term in nature with original maturities of nine months or less; the carrying amount approximates fair value. Certificates of deposit having original terms of six-months or less; the carrying value generally approximates fair value. Certificates of deposit with an original maturity of nine months or greater; the fair value is derived from discounted cash flows.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)


(b)	Securities (Held to Maturity)

The estimated fair values for substantially all of our securities are obtained from an independent nationally recognized 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.


(c)	Federal Home Loan Bank of New York Stock

The fair value for Federal Home Loan Bank of New York (FHLB) 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)	Loans (Held-for-Investment)

Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as originated and purchased, and further segregated by 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. This method of estimating fair value does not fully incorporate the exit price approach to fair value, but instead uses a comparison to current market rates for comparable loans.


(e)	Loans (Held-for-Sale)

Held-for-sale loans are carried at the lower of aggregate cost or estimated fair value, less costs to sell, and therefore fair value is equal to carrying value.


(f)	Deposits

The fair value of deposits with no stated maturity, such as non-interest bearing demand deposits, savings, 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.


(g)	Commitments to Extend Credit and Standby Letters of Credit

The 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.


(h)	Borrowings

The fair value of borrowings is estimated by discounting future cash flows based on rates currently available for debt with similar terms and remaining maturity.


(i)	Advance Payments by Borrowers

Advance payments by borrowers for taxes and insurance have no stated maturity; the fair value is equal to the amount currently payable.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The estimated fair value of the Company’s significant financial instruments at September 30, 2015, and December 31, 2014, is presented in the following tables (in thousands).



	September 30, 2015
			Estimated Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	85,988	$	85,988	$	—	$	—	$	85,988
Trading securities	6,362		6,362		—		—		6,362
Securities available-for-sale	579,658		289		579,369		—		579,658
Securities held-to-maturity	8,613		—		8,747		—		8,747
Federal Home Loan Bank of New York stock, at cost	22,203		—		22,203		—		22,203
Net loans held-for-investment	2,264,643		—		—		2,270,707		2,270,707
Financial liabilities:
Deposits	$	2,083,547	$	—	$	2,089,582	$	—	$	2,089,582
Repurchase agreements, Federal Home Loan Bank advances and and other borrowings	508,623		—		512,344		—		512,344
Advance payments by borrowers	10,965		—		10,965		—		10,965



	December 31, 2014
			Estimated Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	76,709	$	76,709	$	—	$	—	$	76,709
Trading securities	6,422		6,422		—		—		6,422
Securities available-for-sale	771,239		410		770,829		—		771,239
Securities held-to-maturity	3,609		—		3,691		—		3,691
Federal Home Loan Bank of New York stock, at cost	29,219		—		29,219		—		29,219
Net loans held-for-investment	1,916,703		—		—		1,949,511		1,949,511
Financial liabilities:
Deposits	$	1,620,665	$	—	$	1,622,536	$	—	$	1,622,536
Repurchase agreements, Federal Home Loan Bank advances and and other borrowings	778,658		—		781,196		—		781,196
Advance payments by borrowers	7,792		—		7,792		—		7,792

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 losses, 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.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Note 8 – Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of shares outstanding during the period. For purposes of calculating basic earnings per share, weighted average common shares outstanding excludes unallocated employee stock ownership plan (ESOP) shares that have not been committed for release and unvested restricted stock.

Diluted earnings per share is computed using the same method as basic earnings per share, but reflects the potential dilution that could occur if stock options and unvested shares of restricted stock were exercised and converted into common stock. These potentially dilutive shares are included in the weighted average number of shares outstanding for the period using the treasury stock method. When applying the treasury stock method, we add: (1) the assumed proceeds from option exercises; (2) the tax benefit, if any, that would have been credited to additional paid-in capital assuming exercise of non-qualified stock options and vesting of shares of restricted stock; and (3) the average unamortized compensation costs related to unvested shares of restricted stock and stock options. We then divide this sum by our average stock price for the period to calculate assumed shares repurchased. The excess of the number of shares issuable over the number of shares assumed to be repurchased is added to basic weighted average common shares to calculate diluted earnings per share.

The following is a summary of the Company’s earnings per share calculations and reconciliation of basic to diluted earnings per share for the periods indicated (dollars in thousands, except per share data).



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Net income available to common stockholders	$	4,677	$	4,729	$	13,974	$	15,388

Weighted average shares outstanding-basic	41,495,862		47,598,732		42,562,396		50,357,982
Effect of non-vested restricted stock and stock options outstanding	1,148,923		986,245		1,158,949		995,545
Weighted average shares outstanding-diluted	42,644,785		48,584,977		43,721,345		51,353,527

Earnings per share-basic	$	0.11	$	0.10	$	0.33	$	0.31
Earnings per share-diluted	$	0.11	$	0.10	$	0.32	$	0.30
Anti-dilutive shares	3,281,500		2,530,800		3,223,900		1,122,636

Note 9 – Recent Accounting Pronouncements

In January 2014, the FASB issued ASU No. 2014-04, “Receivables - Troubled Debt Restructurings by Creditors (subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” This ASU clarifies that if an in-substance repossession occurs, a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure, or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal arrangement. This ASU requires interim and annual disclosure of both the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. ASU No. 2014-04 is effective for annual and interim periods beginning after December 15, 2014. The adoption of this pronouncement did not have a material effect on the Company’s consolidated financial statements.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report contains certain “forward-looking statements,” which can be identified by the use of such words as “estimate”, “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” and words of similar meaning. These forward looking statements include, but are not limited to:


•	statements of our goals, intentions, and expectations;


•	statements regarding our business plans, prospects, growth and operating strategies;


•	statements regarding the quality of our loan and investment portfolios; and


•	estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:


•	general economic conditions, either nationally or in our market areas, that are worse than expected;


•	competition among depository and other financial institutions;


•	inflation and changes in the interest rate environment that reduce our margins and yields or reduce the fair value of financial instruments;


•	adverse changes in the securities or credit markets;


•	changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;


•	our ability to manage operations in the current economic conditions;


•	our ability to enter new markets successfully and capitalize on growth opportunities;


•	our ability to successfully integrate acquired entities;


•	changes in consumer spending, borrowing and savings habits;


•	changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, or the Securities and Exchange Commission, or the Public Company Accounting Oversight Board;


•	cyber attacks, computer viruses and other technological risks that may breach the security of our websites or other systems to obtain unauthorized access to confidential information and destroy data or disable our systems;


•	changes in our organization, compensation, and benefit plans;


•	changes in the level of government support for housing finance;


•	significant increases in our loan losses; and


•	changes in the financial condition, results of operations, or future prospects of issuers of securities that we own.


•	our ability to successfully close and integrate the pending merger with Hopewell Valley Community Bank ("Hopewell Valley")

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Except as required by law, we disclaim any intention or obligation to update or revise any forward-looking statements after the date of this Form 10-Q, whether as a result of new information, future events or otherwise.

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Critical Accounting Policies

Note 1 to the Company’s Audited Consolidated Financial Statements for the year ended December 31, 2014, included in the Company’s Annual Report on Form 10-K, as supplemented by this report, contains a summary of significant accounting policies. Various elements of these accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Certain assets are carried in the Consolidated Balance Sheets at estimated fair value or the lower of cost or estimated fair value. Policies with respect to the methodologies used to determine the allowance for loan losses, estimated cash flows of our PCI loans, and judgments regarding the valuation of intangible assets and securities as well as the valuation allowance against deferred tax assets are the most critical accounting policies because they are important to the presentation of the Company’s financial condition and results of operations, involve a higher degree of complexity, and require management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions, and estimates could result in material differences in the results of operations or financial condition. These critical accounting policies and their application are reviewed periodically and, at least annually, with the Audit Committee of the Board of Directors. For a further discussion of the critical accounting policies of the Company, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Overview

This overview highlights selected information and may not contain all the information that is important to you in understanding our performance during the period. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates, you should read this entire document carefully, as well as our Annual Report on Form 10-K for the year ended December 31, 2014.

Net income was $14.0 million for the nine months ended September 30, 2015, as compared to $15.4 million for the nine months ended September 30, 2014. Diluted earnings per common share were $0.32 for the nine months ended September 30, 2015, compared to diluted earnings per common share of $0.30 for the nine months ended September 30, 2014. Earnings for the nine months ended September 30, 2015, included a charge of $795,000, or $0.02 per share, related to the write-down of deferred tax assets as a result of New York City tax reforms enacted in April 2015 and a charge of $437,000, or $0.01 per share, attributable to merger expenses associated with the Company's recently announced merger with Hopewell Valley Community Bank (discussed further below). By comparison, earnings for the nine months ended September 30, 2014, included a charge of $570,000, or $0.01 per share, related to the write-down of deferred tax assets as a result of New York State tax laws enacted in the first quarter of 2014 and a credit of $937,000 ($560,000, after tax), or $0.01 per share, in compensation and benefits, related to the settlement of the former Flatbush Federal Savings & Loan Association pension plan. For the nine months ended September 30, 2015, our return on average assets was 0.60%, as compared to 0.76% for the nine months ended September 30, 2014. For the nine months ended September 30, 2015, our return on average stockholders’ equity was 3.24% as compared to 3.03% for the nine months ended September 30, 2014.

On August 26, 2015, the Company announced the signing of a definitive agreement under which Hopewell Valley Community Bank ("Hopewell Valley") will merge with and into the Company's subsidiary, Northfield Bank. Consideration will be paid to Hopewell Valley stockholders in a combination of stock and cash valued at approximately $54.9 million, based on Northfield's closing price of $14.87 on August 25, 2015. The merger will double Northfield’s presence in New Jersey and bring total assets to approximately $3.7 billion. The completion of the transaction is subject to Hopewell Valley's stockholder approval and normal and customary regulatory approvals for both companies.

Comparison of Financial Condition at September 30, 2015, and December 31, 2014

Total assets increased $160.6 million, or 5.3%, to $3.18 billion at September 30, 2015, from $3.02 billion at December 31, 2014. The increase was primarily attributable to an increase in loans held-for-investment, net, of $347.3 million, partially offset by a decrease in securities available-for-sale of $191.6 million.

The securities available-for-sale portfolio totaled $579.7 million at September 30, 2015, compared to $771.2 million at December 31, 2014. At September 30, 2015, $567.6 million of the portfolio consisted of residential mortgage-backed securities issued or guaranteed by Fannie Mae, Freddie Mac, or Ginnie Mae. In addition, the Company held $11.1 million in corporate bonds, all of which were rated investment grade at September 30, 2015, and also held $289,000 of equity investments in money market mutual funds. The effective duration of the securities portfolio at September 30, 2015 was 3.9 years.

Total loans held-for-investment, net, increased $347.3 million to $2.29 billion at September 30, 2015, as compared to $1.94 billion at December 31, 2014. The increase was primarily attributable to increases in originated loans held-for-

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investment, net, and loans acquired, partially offset by a decrease in purchased credit-impaired (“PCI”) loans held-for-investment.

Originated loans held-for-investment, net, totaled $1.89 billion at September 30, 2015, as compared to $1.63 billion at December 31, 2014. The increase was primarily due to an increase in multifamily real estate loans of $203.1 million, or 18.9%, to $1.28 billion at September 30, 2015, from $1.07 billion at December 31, 2014. The following table details our multifamily real estate loan originations for the nine months ended September 30, 2015 (dollars in thousands).



Originations		Weighted Average Interest Rate	Weighted Average Loan-to-Value Ratio	Weighted Average Months to Next Rate Change or Maturity for Fixed Rate Loans	(F)ixed or (V)ariable	Amortization Term
$	315,059	3.37%	65%	76	V	15 - 30 Years
2,829		4.14%	24%	180	F	15 Years
$	317,888	3.38%	64%

Acquired loans increased by $102.8 million to $368.5 million at September 30, 2015, from $265.7 million at December 31, 2014, primarily due to the purchase of $135.9 million of one-to-four family residential real estate loans, partially offset by paydowns during the period.

PCI loans, primarily acquired as part of a transaction with the Federal Deposit Insurance Corporation, decreased to $33.1 million at September 30, 2015, as compared to $44.8 million at December 31, 2014, due to paydowns and sales. The Company accreted interest income of $3.3 million for the nine months ended September 30, 2015, compared to $3.7 million for the nine months ended September 30, 2014.

Total liabilities increased $196.4 million, or 8.1%, to $2.62 billion at September 30, 2015, from $2.43 billion at December 31, 2014. The increase was primarily attributable to an increase in deposits of $462.9 million, partially offset by decreases in securities sold under agreements to repurchase of $109.2 million and Federal Home Loan Bank advances and other borrowings of $160.8 million.

Deposits increased $462.9 million, or 28.6%, to $2.08 billion at September 30, 2015, from $1.62 billion at December 31, 2014. The increase was attributable to increases of $232.9 million in certificate of deposit accounts ($203.8 million of which were brokered deposits), $80.8 million in savings accounts, $90.0 million in money market accounts, and $59.2 million in transaction accounts.

Borrowings and securities sold under agreements to repurchase decreased by $270.0 million, or 34.7%, to $508.6 million at September 30, 2015, from $778.7 million at December 31, 2014. Management utilizes borrowings to mitigate interest rate risk, for short-term liquidity, and to a lesser extent as part of leverage strategies. The following is a table of term borrowing maturities (excluding capitalized leases and overnight borrowings) and the weighted average rate by year (dollars in thousands) at September 30, 2015.



Year	Amount	Weighted Average Rate
2015	$31,000	1.90%
2016	108,910	2.18%
2017	165,003	1.22%
2018	142,715	1.66%
2019	33,502	1.88%
2020	20,000	1.58%
	$501,130	1.66%

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Total stockholders’ equity decreased by $35.8 million to $558.1 million at September 30, 2015, from $593.9 million at December 31, 2014. This decrease was primarily attributable to stock repurchases of $48.0 million and dividend payments of $9.2 million. These decreases were partially offset by net income of $14.0 million for the nine months ended September 30, 2015, $6.1 million of stock compensation activity, and a $1.3 million increase in accumulated other comprehensive income, attributable to the increase in fair value of our securities available-for-sale portfolio.

Comparison of Operating Results for the Nine Months Ended September 30, 2015 and 2014

Net Income. Net income was $14.0 million and $15.4 million for the nine months ended September 30, 2015, and September 30, 2014, respectively. Significant variances from the comparable prior year period are as follows: a $4.2 million increase in net interest income, a $623,000 decrease in non-interest income, a $5.6 million increase in non-interest expense, and a $488,000 decrease in income tax expense.

Interest Income. Interest income increased $7.7 million, or 11.4%, to $75.4 million for the nine months ended September 30, 2015, from $67.6 million for the nine months ended September 30, 2014, primarily due to an increase in average interest-earing assets of $370.3 million, or 14.8%, partially offset by a 10 basis point decline in yields earned on interest-earning assets. Interest income on loans increased by $10.5 million, primarily attributable to an increase in the average loan balances of $533.6 million, which was partially offset by a decrease of 52 basis points in the yield earned. The Company accreted interest income related to its PCI loans of $3.3 million for the nine months ended September 30, 2015, as compared to $3.7 million for the comparable prior year period. Interest income on loans for the nine months ended September 30, 2015, reflected loan prepayment income of $1.7 million compared to $1.0 million for the nine months ended September 30, 2014. The nine months ended September 30, 2014, also included a recovery of $246,000 of interest income that was previously charged-off related to a loan payoff. Interest income on mortgage-backed securities decreased by $3.0 million primarily due to a decrease in the average balances of $174.8 million, or 21.3%, and a four basis point decrease in the yield earned.

Interest Expense. Interest expense increased $3.5 million, or 31.8%, to $14.5 million for the nine months ended September 30, 2015, from $11.0 million for the nine months ended September 30, 2014. The increase was primarily due to an increase in interest expense on deposits, primarily as a result of an increase in the average balance of interest bearing deposits of $333.5 million, or 26.7%, to $1.58 billion for the nine months ended September 30, 2015, from $1.25 billion for the nine months ended September 30, 2014, as well as a 21 basis point increase in the cost of interest bearing deposits to 0.62% from 0.41%, due to higher rates offered on our deposit products to remain competitive.

Net Interest Income. Net interest income for the nine months ended September 30, 2015, increased $4.2 million, or 7.5%, primarily due to a $370.3 million, or 14.8%, increase in our average interest-earning assets, partially offset by a 19 basis point decrease in our net interest margin to 2.83%. The increase in average interest-earning assets was primarily attributable to an increase in average loans outstanding of $533.6 million, partially offset by a decrease in average mortgage-backed securities of $174.8 million. Yields earned on interest-earning assets decreased 10 basis points to 3.51% for the nine months ended September 30, 2015, from 3.61% for the comparable prior year period. Net interest income for the nine months ended September 30, 2015, also was affected by an increase in interest expense, driven by a $446.3 million, or 25.2%, increase in our average interest-bearing liabilities. The cost of interest-bearing liabilities increased five basis points to 0.88% for the nine months ended September 30, 2015 as compared to 0.83% for the comparable prior year period, resulting from an increase in the cost of interest-bearing deposits, partially offset by lower rates on borrowed funds.

Provision for Loan Losses. The provision for loan losses decreased by $116,000 to $472,000 for the nine months ended September 30, 2015, from $588,000 for the nine months ended September 30, 2014, due to an improvement in asset quality indicators and stable economic and business conditions, partially offset by an increase in the provision from the recasting of cash flows on the Company's PCI portfolio, whereas the prior year period included the reversal of previously recorded impairments in the PCI portfolio. Net charge-offs were $1.1 million for the nine months ended September 30, 2015, compared to net charge-offs of $348,000 for the nine months ended September 30, 2014. The increased level of charge-offs is primarily related to recoveries recorded in 2014 and to five previously impaired loans to one borrower that were restructured and partially charged-off during the first quarter of 2015. These loans had existing specific reserves associated with them that adequately covered the charge-offs, resulting in no material effect on the provision for loan losses for the nine months ended September 30, 2015. At September 30, 2015, the balance of the restructured loan was $6.0 million, with a related specific reserve of $542,000.

Non-interest Income. Non-interest income decreased $623,000, or 9.7%, to $5.8 million for the nine months ended September 30, 2015, from $6.4 million for the nine months ended September 30, 2014, due to decreases in fees and service charges for customer services of $94,000, income on bank owned life insurance of $110,000 and gains on securities transactions, net, of $544,000. These decreases were partially offset by an increase in other income of $125,000, primarily

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related to a $129,000 realized gain on the sale of an other real estate owned property during the nine months ended September 30, 2015. Securities losses, net, in the nine months ended September 30, 2015 and September 30, 2014, included losses of $390,000 and $17,000, respectively, related to the Company’s trading portfolio. The trading portfolio is utilized to fund the Company’s deferred compensation obligation to certain employees and directors of the Company's deferred compensation plan (the Plan). The participants of this Plan, at their election, defer a portion of their compensation. Gains and losses on trading securities have no effect on net income since participants benefit from, and bear the full risk of, changes in the trading securities market values. Therefore, the Company records an equal and offsetting amount in compensation expense, reflecting the change in the Company’s obligations under the Plan.

Non-interest Expense. Non-interest expense increased $5.6 million, or 14.8%, to $43.7 million for the nine months ended September 30, 2015, from $38.0 million for the nine months ended September 30, 2014. This was primarily due to a $3.9 million increase in compensation and employee benefits, primarily attributable to increased salary expense, health benefit costs, and stock compensation expense, related to stock awards issued in June 2014 and May 2015, a $342,000 increase in occupancy costs, a $489,000 increase in professional fees, primarily attributable to merger expenses associated with the pending merger with Hopewell Valley, and an $819,000 increase in other expenses, largely due to an increase in Directors' stock awards. By comparison, non-interest expense for the nine months ended September 30, 2014, was favorably affected by a pre-tax gain of $937,000 related to the settlement of the former Flatbush Federal Savings & Loan Association pension plan.

Income Tax Expense. The Company recorded income tax expense of $8.5 million for the nine months ended September 30, 2015, compared to $9.0 million for the nine months ended September 30, 2014. The effective tax rate for the nine months ended September 30, 2015, was 37.9% compared to 36.9% for the nine months ended September 30, 2014. Income tax expense for the nine months ended September 30, 2015, included a deferred tax asset write-down of $795,000 related to New York City tax reforms enacted in April 2015, whereas the comparable prior year period included a deferred tax asset write-down of $570,000 related to New York State tax reforms enacted in March 2014. The nine months ended September 30, 2015, also included $437,000 in non-deductible merger related expenses.

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ANALYSIS OF NET INTEREST INCOME

(Dollars in thousands)



	For the Nine Months Ended
	September 30, 2015						September 30, 2014
	Average Outstanding Balance		Interest		Average Yield/ Rate ⁽¹⁾		Average Outstanding Balance		Interest		Average Yield/ Rate ⁽¹⁾
Interest-earning assets:
Loans ⁽²⁾	$	2,077,241	$	64,034	4.12	%	$	1,543,615	$	53,525	4.64	%
Mortgage-backed securities ⁽³⁾	645,543		10,036		2.08		820,349		13,029		2.12
Other securities ⁽³⁾	52,026		292		0.75		81,122		460		0.76
Federal Home Loan Bank of New York stock	26,521		905		4.56		18,569		571		4.11
Interest-earning deposits in financial institutions	71,479		93		0.17		38,863		37		0.13
Total interest-earning assets	2,872,810		75,360		3.51		2,502,518		67,622		3.61
Non-interest-earning assets	219,555						205,777
Total assets	$	3,092,365					$	2,708,295

Interest-bearing liabilities:
Savings, NOW, and money market accounts	$	1,097,582	$	3,416	0.42	%	$	948,374	$	1,549	0.22	%
Certificates of deposit	485,647		3,957		1.09		301,331		2,308		1.02
Total interest-bearing deposits	1,583,229		7,373		0.62		1,249,705		3,857		0.41
Borrowed funds	631,245		7,145		1.51		518,499		7,160		1.85
Total interest-bearing liabilities	2,214,474		14,518		0.88		1,768,204		11,017		0.83
Non-interest bearing deposit accounts	262,804						228,182
Accrued expenses and other liabilities	39,309						33,361
Total liabilities	2,516,587						2,029,747
Stockholders' equity	575,778						678,548
Total liabilities and stockholders' equity	$	3,092,365					$	2,708,295

Net interest income			$	60,842					$	56,605
Net interest rate spread ⁽⁴⁾					2.63	%					2.78	%
Net interest-earning assets ⁽⁵⁾	$	658,336					$	734,314
Net interest margin ⁽⁶⁾					2.83	%					3.02	%
Average interest-earning assets to interest-bearing liabilities					129.73	%					141.53	%




(1)	Average yields and rates are annualized.
(2)	Includes non-accruing loans.
(3)	Securities available-for-sale are reported at amortized cost.
(4)	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.
(5)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(6)	Net interest margin represents net interest income divided by average total interest-earning assets.

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Comparison of Operating Results for the Three Months Ended September 30, 2015 and 2014

Net Income. Net income was $4.7 million for each of the quarters ended September 30, 2015 and 2014. Significant variances from the comparable prior year period are as follows: a $1.6 million increase in net interest income and a $1.6 million increase in non-interest expense.

Interest Income. Interest income increased $2.9 million, or 12.6%, to $25.6 million for the quarter ended September 30, 2015, from $22.7 million for the quarter ended September 30, 2014, primarily due to an increase in average interest-earing assets of $412.4 million, or 16.4%, partially offset by a 12 basis point decline in yields earned on interest-earning assets. Interest income on loans increased by $3.8 million, primarily attributable to an increase in the average loan balances of $568.6 million, which was partially offset by a decrease of 48 basis points in the yield earned. The Company accreted interest income related to its PCI loans of $1.0 million for the quarter ended September 30, 2015, as compared to $1.2 million for the quarter ended September 30, 2014. Interest income on loans for the quarter ended September 30, 2015 reflected loan prepayment income of $489,000 compared to $295,000 for the quarter ended September 30, 2014. Interest income on mortgage-backed securities decreased by $1.0 million primarily due to a decrease in the average balances of $155.7 million, or 20.3%, and a nine basis point decrease in the yield.

Interest Expense. Interest expense increased $1.3 million, or 33.7%, to $5.0 million for the quarter ended September 30, 2015, from $3.7 million for the quarter ended September 30, 2014. The increase consisted of a $1.5 million increase in interest expense on deposits, partially offset by a $216,000 decrease in interest expense on borrowings. The increase in interest expense on deposits was due to an increase in the average balance of interest bearing deposits of $466.0 million, or 37.4%, to $1.71 billion for the quarter ended September 30, 2015, from $1.25 billion for the quarter ended September 30, 2014, and a 23 basis point increase in the cost of interest bearing deposits to 0.66% from 0.43%, due to higher rates offered on our deposit products to remain competitive. The decrease in interest expense on borrowings was attributed to a 12 basis point decrease in the cost of borrowings to 1.51%, from 1.63% for the quarter ended September 30, 2014 and a decrease in the average balances of borrowings of $11.0 million, or 1.9%, to $564.9 million for the quarter ended September 30, 2015, from $575.9 million for the quarter ended September 30, 2014.

Net Interest Income. Net interest income for the quarter ended September 30, 2015, increased $1.6 million, or 8.5%, primarily due to an increase in average interest-earning assets of $412.4 million, or 16.4%, partially offset by a 21 basis point decrease in our net interest margin to 2.79%. The increase in average interest-earning assets was primarily attributable to an increase in average loans outstanding of $568.6 million, partially offset by a decrease in average mortgage-backed securities of $155.7 million. Yields earned on interest-earning assets decreased 12 basis points to 3.47% for the quarter ended September 30, 2015, from 3.59% for the comparable prior year quarter. Net interest income for the quarter ended September 30, 2015, also was affected by an increase in interest expense, driven by a $455.0 million, or 25.0%, increase in our average interest-bearing liabilities. The cost of interest-bearing liabilities increased six basis points to 0.87% for the quarter ended September 30, 2015 as compared to 0.81% for the quarter ended September 30, 2014, driven by an increase in the cost of interest-bearing deposits, partially offset by lower rates on borrowed funds.

Provision for Loan Losses. The provision for loan losses decreased $117,000 to $200,000 for the quarter ended September 30, 2015, from $317,000 for the quarter ended September 30, 2014, due to an improvement in asset quality indicators and stable economic and business conditions, partially offset by an increase in the provision from the recasting of cash flows on the Company's PCI portfolio. Net charge-offs were $61,000 for the quarter ended September 30, 2015, compared to net charge-offs of $307,000 for the quarter ended September 30, 2014.

Non-interest Income. Non-interest income decreased $174,000, or 9.5%, to $1.7 million for the quarter ended September 30, 2015, from $1.8 million for the quarter ended September 30, 2014. This decrease was primarily a result of a $155,000 decrease in gains on securities transactions, net. Securities losses, net, in the third quarter of 2015 included losses of $401,000 related to the Company's trading portfolio described above, while the third quarter of 2014 included losses of $262,000.

Non-interest Expense. Non-interest expense increased $1.6 million, or 11.9%, to $14.8 million for the quarter ended September 30, 2015, from $13.3 million for the quarter ended September 30, 2014. This increase was primarily due to a $469,000 increase in compensation and employee benefits, primarily attributable to increased stock compensation expense, related to stock awards issued in May 2015, a $163,000 increase in occupancy costs, a $402,000 increase in professional fees, primarily attributable to the Hopewell Valley merger, and a $570,000 increase in other expenses, largely due to an increase in Directors' stock awards.

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Income Tax Expense. The Company recorded income tax expense of $2.5 million for both quarters ended September 30, 2015 and September 30, 2014. The effective tax rate for the quarter ended September 30, 2015, was 35.0% as compared to 34.5% for the quarter ended September 30, 2014. The quarter ended September 30, 2015 included $437,000 in non-deductible merger related expenses.

ANALYSIS OF NET INTEREST INCOME

(Dollars in thousands)



	For the Three Months Ended
	September 30, 2015						September 30, 2014
	Average Outstanding Balance		Interest		Average Yield/ Rate ⁽¹⁾		Average Outstanding Balance		Interest		Average Yield/ Rate ⁽¹⁾
Interest-earning assets:
Loans ⁽²⁾	$	2,175,407	$	22,077	4.03	%	$	1,606,774	$	18,263	4.51	%
Mortgage-backed securities ⁽³⁾	612,301		3,134		2.03		768,007		4,097		2.12
Other securities ⁽³⁾	38,100		64		0.67		77,297		146		0.75
Federal Home Loan Bank of New York stock	24,285		265		4.33		19,690		189		3.81
Interest-earning deposits in financial institutions	75,148		30		0.16		41,026		12		0.12
Total interest-earning assets	2,925,241		25,570		3.47		2,512,794		22,707		3.59
Non-interest-earning assets	220,794						207,780
Total assets	$	3,146,035					$	2,720,574

Interest-bearing liabilities:
Savings, NOW, and money market accounts	$	1,164,887	$	1,360	0.46	%	$	949,355	$	560	0.23	%
Certificates of deposit	548,488		1,481		1.07		297,992		805		1.07
Total interest-bearing deposits	1,713,375		2,841		0.66		1,247,347		1,365		0.43
Borrowed funds	564,898		2,156		1.51		575,916		2,372		1.63
Total interest-bearing liabilities	2,278,273		4,997		0.87		1,823,263		3,737		0.81
Non-interest bearing deposit accounts	258,476						237,824
Accrued expenses and other liabilities	44,840						26,274
Total liabilities	2,581,589						2,087,361
Stockholders' equity	564,446						633,213
Total liabilities and stockholders' equity	$	3,146,035					$	2,720,574

Net interest income			$	20,573					$	18,970
Net interest rate spread ⁽⁴⁾					2.60	%					2.77	%
Net interest-earning assets ⁽⁵⁾	$	646,968					$	689,531
Net interest margin ⁽⁶⁾					2.79	%					3.00	%
Average interest-earning assets to interest-bearing liabilities					128.40	%					137.82	%




(1)	Average yields and rates are annualized.
(2)	Includes non-accruing loans.
(3)	Securities available-for-sale are reported at amortized cost.
(4)	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.
(5)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(6)	Net interest margin represents net interest income divided by average total interest-earning assets.

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Asset Quality

PCI Loans

At September 30, 2015, based on contractual principal, 4.6% of PCI loans were past due 30 to 89 days, and 21.6% were past due 90 days or more, as compared to 7.8% and 24.1%, respectively, at December 31, 2014.

Originated and Acquired Loans

The discussion that follows includes originated and acquired loans (excluding PCI), both held-for-investment and held-for-sale.

The following table shows total non-performing assets for the current and previous four quarters, and also shows, for the same dates, non-performing originated loans to total loans, troubled debt restructurings ("TDRs") on which interest is accruing, and accruing loans delinquent 30 to 89 days (dollars in thousands).



	September 30, 2015			June 30, 2015			March 31, 2015			December 31, 2014			September 30, 2014
Non-accruing loans:
Held-for-investment	$	4,918		$	4,118		$	5,233		$	4,332		$	4,350
Held-for-sale	—			325			—			—			—
Non-accruing loans subject to restructuring agreements:
Held-for-investment	9,214			9,329			8,567			9,543			9,608
Total non-accruing loans	14,132			13,772			13,800			13,875			13,958
Loans 90 days or more past due and still accruing:
Held-for-investment	143			967			282			708			418
Total non-performing loans	14,275			14,739			14,082			14,583			14,376
Other real estate owned	261			423			532			752			491
Total non-performing assets	$	14,536		$	15,162		$	14,614		$	15,335		$	14,867
Non-performing loans to total loans	0.62		%	0.67		%	0.70		%	0.75		%	0.79		%
Non-performing assets to total assets	0.46		%	0.48		%	0.48		%	0.51		%	0.51		%
Loans subject to restructuring agreements and still accruing	$	22,465		$	22,516		$	20,810		$	24,213		$	24,643
Accruing loans 30 to 89 days delinquent	$	17,126		$	15,394		$	15,319		$	12,252		$	16,202

Total Non-accruing Loans

The following table details the change in non-accrual loans from December 31, 2014, to September 30, 2015 (dollars in thousands).



	At or for the nine months ended September 30, 2015
Balance at beginning of period	$	13,875
Additions	2,142
Charge-offs	(691		)
Pay-offs and principal pay-downs	(550		)
Returned to accrual status	(331		)
Sales	(313		)
Balance at end of period	$	14,132

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Loans Subject to TDR Agreements

Included in non-accruing loans are loans subject to TDR agreements totaling $9.2 million and $9.5 million at September 30, 2015, and December 31, 2014, respectively. At September 30, 2015, $2.3 million, or 25.1%, of the $9.2 million were not performing in accordance with their restructured terms, as compared to the entire $9.5 million at December 31, 2014. Two separate relationships account for the loans not performing in accordance with their restructured terms at September 30, 2015. These loans are primarily collateralized by real estate with an aggregate appraised value of $2.6 million.

The Company also holds loans subject to restructuring agreements that are on accrual status, totaling $22.5 million and $24.2 million at September 30, 2015, and December 31, 2014, respectively. At September 30, 2015, loans totaling $1.7 million, or 7.7%, of the $22.5 million were not performing in accordance with the restructured terms, as compared to $1.6 million, or 6.6%, of the $24.2 million at December 31, 2014. These loans were less than 90 days delinquent at September 30, 2015. Generally, the types of concessions that we make to troubled borrowers include reductions to both temporary and permanent interest rates, extensions of payment terms, and to a lesser extent forgiveness of principal and interest.

The following table details the amounts and categories of the loans subject to restructuring agreements by loan type as of September 30, 2015, and December 31, 2014 (dollars in thousands).



	September 30, 2015				December 31, 2014
	Non-Accruing		Accruing		Non-Accruing		Accruing
TDRs:
Real estate loans:
Commercial	$	8,703	$	17,994	$	9,135	$	19,570
One-to-four family residential	511		2,072		—		1,927
Multifamily	—		1,920		—		1,990
Home equity and lines of credit	—		359		—		327
Commercial and industrial loans	—		120		408		399
	$	9,214	$	22,465	$	9,543	$	24,213

Accruing Loans 30 to 89 Days Delinquent

Loans 30 to 89 days delinquent and on accrual status at September 30, 2015, and December 31, 2014 totaled $17.1 million and $12.3 million, respectively. The following table sets forth delinquencies for accruing loans by type and by amount at September 30, 2015, and December 31, 2014 (dollars in thousands).



	September 30, 2015		December 31, 2014
Real estate loans:
Commercial	$	8,059	$	6,492
One-to-four family residential	4,068		4,353
Construction and land	1,385		—
Multifamily	3,095		1,090
Home equity and lines of credit	455		135
Commercial and industrial loans	53		122
Other loans	11		60
Total delinquent accruing loans	$	17,126	$	12,252

Liquidity and Capital Resources

Liquidity. The overall objective of our liquidity management is to ensure the availability of sufficient funds to meet financial commitments and to take advantage of lending and investment opportunities. Northfield Bank manages liquidity in order to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings as they mature, and to fund new loans and investments as opportunities arise.

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Northfield Bank's primary sources of funds are deposits, principal and interest payments on loans and securities, borrowed funds, the proceeds from maturing securities and short-term investments, and to a lesser extent the proceeds from the sales of loans and securities and wholesale borrowings. The scheduled amortization of loans and securities, as well as proceeds from borrowed funds, are predictable sources of funds. Other funding sources, however, such as deposit inflows and loan prepayments are greatly influenced by market interest rates, economic conditions, and competition. Northfield Bank is a member of the FHLB, which provides an additional source of short-term and long-term funding. Northfield Bank also has short-term borrowing capabilities with the Federal Reserve Bank. Northfield Bank’s borrowed funds, excluding capitalized lease obligations and floating rate advances, were $501.1 million at September 30, 2015, and had a weighted average interest rate of 1.66%. A total of $102.0 million of these borrowings will mature in less than one year. Borrowed funds, excluding capitalized lease obligations and floating rate advances, were $775.7 million at December 31, 2014. Northfield Bank has the ability to obtain additional funding from the FHLB and Federal Reserve Bank discount window of approximately $726.7 million utilizing unencumbered securities of $116.1 million and multifamily loans of $610.6 million at September 30, 2015. Northfield Bank expects to have sufficient funds available to meet current commitments in the normal course of business.

Northfield Bancorp, Inc. (stand alone) is a separate legal entity from Northfield Bank and must provide its own liquidity to pay dividends, repurchase its stock, and for other corporate purposes. Northfield Bancorp, Inc.'s primary source of liquidity is dividend payments from Northfield Bank. At September 30, 2015, Northfield Bancorp, Inc. (stand alone) had liquid assets of approximately $7.1 million.

Capital Resources. At September 30, 2015, and December 31, 2014, as set forth in the following table, Northfield Bank exceeded all of the regulatory capital requirements to which it was subject at such dates.



	Actual		For Capital Adequacy Purposes		For Well Capitalized Under Prompt Corrective Action Provisions
As of September 30, 2015:
Common equity Tier 1 capital (to risk-weighted assets)	20.97	%	4.50	%	6.50	%
Tier 1 leverage	16.22	%	4.00	%	5.00	%
Tier I capital (to risk-weighted assets)	20.97	%	6.00	%	8.00	%
Total capital (to risk-weighted assets)	22.05	%	8.00	%	10.00	%
As of December 31, 2014:
Tangible capital to tangible assets	16.46	%	1.50	%	NA
Tier I capital (core) (to adjusted total assets)	16.46	%	4.00	%	5.00	%
Total capital (to risk-weighted assets)	22.95	%	8.00	%	10.00	%

In July, 2013, the federal bank regulatory agencies issued a final rule that revises their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. Among other things, the new rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on non-accrual status, and to certain commercial real estate facilities that finance the acquisition, development, or construction of real property. The final rule also requires unrealized gains and losses on certain "available-for-sale" securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-in or opt-out is exercised. The rule limits a banking organization's capital distributions and certain discretionary bonus payments if the banking organization does not hold a "capital conservation buffer" consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements.

The final rule became effective for Northfield Bank on January 1, 2015. The capital conservation buffer requirement will be phased in beginning January 1, 2016, and ending January 1, 2019, when the full capital conservation buffer requirement will be effective. The final rule also implemented consolidated capital requirements for savings and loan holding companies, such as the Company, effective January 1, 2015.

At September 30, 2015, as set forth in the following table, Northfield Bancorp, Inc. exceeded all of the regulatory capital requirements to which it was subject at such dates.

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	Actual		For Capital Adequacy Purposes	For Well Capitalized Under Prompt Corrective Action Provisions
Common equity Tier 1 capital (to risk-weighted assets)	22.36	%	4.50%	6.50%
Tier 1 leverage	17.29	%	4.00%	5.00%
Tier I capital (to risk-weighted assets)	22.36	%	6.00%	8.00%
Total capital (to risk-weighted assets)	23.44	%	8.00%	10.00%

Off-Balance Sheet Arrangements and Contractual Obligations

In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with U.S. GAAP, are not recorded in the financial statements. These transactions primarily relate to lending commitments. These arrangements are not expected to have a material impact on the Company's results of operations or financial condition.

The following table shows the contractual obligations of the Company by expected payment period as of September 30, 2015 (dollars in thousands).



Contractual Obligation	Total		Less than One Year		One to less than Three Years		Three to less than Five Years		Five Years and greater
Debt obligations (excluding capitalized leases)	$	501,130	$	102,000	$	313,548	$	85,582	$	—
Commitments to originate loans	69,196		69,196		—		—		—
Commitments to fund unused lines of credit	64,752		64,752		—		—		—

Commitments to fund unused lines of credit are agreements to lend additional funds to customers as long as there have been no violations of any of the conditions established in the agreements (original or restructured). Commitments to originate loans generally have a fixed expiration or other termination clauses, which may or may not require payment of a fee. Since some of these loan commitments are expected to expire without being drawn upon, total commitments do not necessarily represent future cash requirements.

For further information regarding our off-balance sheet arrangements and contractual obligations, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of mortgage-related assets and loans, generally have longer maturities than our liabilities, which consist primarily of deposits and wholesale borrowings. As a result, a principal part of our business strategy involves managing interest rate risk and limiting the exposure of our net interest income to changes in market interest rates. Accordingly, our board of directors has established a management risk committee, comprised of our Chief Investment Officer, who chairs this committee, our Chief Executive Officer, our President/Chief Operating Officer, our Chief Financial Officer, our Chief Lending Officer, and our Executive Vice President of Operations. This committee is responsible for, among other things, evaluating the interest rate risk inherent in our assets and liabilities, for recommending to the risk management committee of our board of directors the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.

The management risk committee aims to manage interest rate risk by structuring the balance sheet to maximize net interest income while maintaining an acceptable level of risk exposure to changes in market interest rates. Liquidity, interest rate risk, and profitability are all considered to reach such a goal. Various asset/liability strategies are used to manage and control the interest rate sensitivity of our assets and liabilities. These strategies include pricing of loans and deposit products, adjusting the terms of loans and borrowings, and managing the deployment of our securities and short-term assets to manage mismatches in interest rate re-pricing.

Net Portfolio Value Analysis. We compute amounts by which the net present value of our assets and liabilities (net portfolio value or “NPV”) would change in the event market interest rates change over an assumed range of rates. Our simulation model uses a discounted cash flow analysis to measure the interest rate sensitivity of NPV. Depending on current market interest rates, we estimate the economic value of these assets and liabilities under the assumption that interest rates experience an instantaneous and sustained increase of 100, 200, 300, or 400 basis points, or a decrease of 100 and 200 basis points, which is based on the current interest rate environment. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Change in Interest Rates” column below.

Net Interest Income Analysis. In addition to NPV calculations, we analyze our sensitivity to changes in interest rates through our net interest income model. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. In our model, we estimate what our net interest income would be for a twelve-month period. Depending on current market interest rates we then calculate what the net interest income would be for the same period under the assumption that interest rates experience an instantaneous and sustained increase of 100, 200, 300, or 400 basis points, or a decrease of 100 or 200 basis points, which is based on the current interest rate environment.

The tables below set forth, as of September 30, 2015 and December 31, 2014, our calculation of the estimated changes in our NPV, NPV ratio, and percent change in net interest income that would result from the designated instantaneous and sustained changes in interest rates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied on as indicative of actual results (dollars in thousands).



	NPV at September 30, 2015
Change in Interest Rates (basis points)	Estimated Present Value of Assets		Estimated Present Value of Liabilities		Estimated NPV		Estimated Change in NPV			Estimated Change in NPV %		Estimated NPV/Present Value of Assets Ratio		Net Interest Income Percent Change
+400	$	2,790,400	$	2,429,160	$	361,240	$	(235,835	)	(39.50	)%	12.95	%	(18.99	)%
+300	2,875,998		2,467,533		408,465		(188,610		)	(31.59	)	14.20		(14.13	)
+200	2,972,718		2,507,172		465,546		(131,529		)	(22.03	)	15.66		(9.19	)
+100	3,074,106		2,548,135		525,971		(71,104		)	(11.91	)	17.11		(4.51	)
—	3,187,559		2,590,484		597,075		—			—		18.73		—
(100)	3,329,203		2,635,495		693,708		96,633			16.18		20.84		0.65
(200)	3,505,457		2,655,302		850,155		253,080			42.39		24.25		(1.12	)

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	NPV at December 31, 2014
Change in Interest Rates (basis points)	Estimated Present Value of Assets		Estimated Present Value of Liabilities		Estimated NPV		Estimated Change In NPV			Estimated Change in NPV %		Estimated NPV/Present Value of Assets Ratio		Net Interest Income Percent Change
+400	$	2,666,893	$	2,236,062	$	430,831	$	(233,202	)	(35.12	)%	16.15	%	(16.56	)%
+300	2,750,724		2,272,781		477,943		(186,090		)	(28.02	)	17.38		(12.29	)
+200	2,844,970		2,310,727		534,243		(129,790		)	(19.55	)	18.78		(7.96	)
+100	2,943,080		2,349,959		593,121		(70,912		)	(10.68	)	20.15		(3.88	)
—	3,054,570		2,390,537		664,033		—			—		21.74		—
(100)	3,180,875		2,431,040		749,835		85,802			12.92		23.57		0.18
(200)	3,325,206		2,456,489		868,717		204,684			30.82		26.13		(1.83	)

The first table above indicates that at September 30, 2015, in the event of a 200 basis point decrease in interest rates, we would experience a 42.39% increase in estimated net portfolio value and a 1.12% decrease in net interest income. In the event of a 400 basis point increase in interest rates, we would experience a 39.50% decrease in estimated net portfolio value and a 18.99% decrease in net interest income. Our policies provide that, in the event of a 300 basis point increase/decrease or less in interest rates, our net present value ratio should decrease by no more than 800 basis points and in the event of a 200 basis point increase, our projected net interest income should decrease by no more than 21%, and in the event of a 200 basis point decrease, our projected net interest income should decrease by no more than 15%. Additionally, our policy states that our net portfolio value should be between 8% and 10% of total assets before and after such shock. However, when the federal funds rate is low and negative rate shocks do not produce meaningful results, management may temporarily suspend use of guidelines for negative rate shocks. At September 30, 2015, we were in compliance with all board approved policies with respect to interest rate risk management.

The duration of a financial instrument changes as market interest rates change. Potential movements in the duration of our investment portfolio, as well as the duration of the loan portfolio may have a positive or negative effect on our net interest income.

Certain shortcomings are inherent in the methodologies used in determining interest rate risk through changes in NPV and net interest income. Modeling requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the NPV and net interest income information presented assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured, and also assume that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although interest rate risk calculations provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of September 30, 2015. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the three months ended September 30, 2015, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

The Company and subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s consolidated financial condition or results of operations.

ITEM 1A. RISK FACTORS

During the nine months ended September 30, 2015, there have been no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC.

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.

The following table shows the Company’s repurchase of its common stock for the three months ended September 30, 2015.



Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾	(d) Maximum Number of Shares that May Yet Be Purchased Under Plans or Programs ⁽¹⁾
July 1, 2015 through July 31, 2015	187,245	$	15.01	174,800	210,716
August 1, 2015 through August 31, 2015	58,186	$	14.97	58,186	153,791
September 1, 2015 through September 30, 2015	141,000	$	14.97	141,000	12,600
Total	386,431	$	14.99	373,986

(1) The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The number of shares remaining to be purchased at September 30, 2015, is calculated utilizing the remaining approved repurchase amount of $192,000 divided by the closing price of the stock on that day.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits required by Item 601 of Regulation S-K are included with this Form 10-Q and are listed on the “Index to Exhibits” immediately following the Signatures.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NORTHFIELD BANCORP, INC.

(Registrant)

Date: November 9, 2015

/s/ John W. Alexander

John W. Alexander

Chairman and Chief Executive Officer

/s/ William R. Jacobs

William R. Jacobs

Chief Financial Officer

(Principal Financial and Accounting Officer)

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INDEX TO EXHIBITS



Exhibit
Number		Description



31.1			Certification of John W. Alexander, Chairman and Chief Executive Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

31.2			Certification of William R. Jacobs, Chief Financial Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

32			Certification of John W. Alexander, Chairman and Chief Executive Officer, and William R. Jacobs, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101			The following materials from the Company’s Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements

Northfield Bancorp - 10-Q quarterly report FY2015 Q3

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