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Northfield Bancorp, Inc. - Quarter Report: 2014 September (Form 10-Q)

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, 2014
or
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For transition period from               to 
Commission File Number
 
1-35791
 
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 it corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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  x
 
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.
48,980,896 shares of Common Stock, par value $0.01 per share, were issued and outstanding as of November 3, 2014.



NORTHFIELD BANCORP, INC.
Form 10-Q Quarterly Report
Table of Contents
 
 
Page
Item 1.
Item 2.
Item 3.
Item 4.
 
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 



Table of Contents

PART I
ITEM1.        FINANCIAL STATEMENTS
NORTHFIELD BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
September 30, 2014 and December 31, 2013
(Unaudited)
(In thousands, except share amounts)
 
September 30, 2014
 
December 31, 2013
ASSETS:
 
 
 
Cash and due from banks
$
13,812

 
$
15,348

Interest-bearing deposits in other financial institutions
53,054

 
45,891

Total cash and cash equivalents
66,866

 
61,239

Trading securities
6,233

 
5,998

Securities available-for-sale, at estimated fair value
 
 
 
(encumbered $268,126 in 2014 and $197,896 in 2013)
803,684

 
937,085

Securities held-to-maturity, at amortized cost
 
 
 
(estimated fair value of $3,939 in 2014 and $0 in 2013)
3,876

 

Loans held-for-sale

 
471

Purchased credit-impaired (PCI) loans held-for-investment
44,474

 
59,468

Loans acquired
257,697

 
77,817

Originated loans held-for-investment, net
1,519,433

 
1,352,191

Loans held-for-investment, net
1,821,604

 
1,489,476

Allowance for loan losses
(26,277
)
 
(26,037
)
Net loans held-for-investment
1,795,327

 
1,463,439

Accrued interest receivable
9,081

 
8,137

Bank owned life insurance
128,052

 
125,113

Federal Home Loan Bank of New York stock, at cost
26,639

 
17,516

Premises and equipment, net
26,887

 
29,057

Goodwill
16,159

 
16,159

Other real estate owned
491

 
634

Other assets
41,498

 
37,916

Total assets
$
2,924,793

 
$
2,702,764

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY:
 
 
 
LIABILITIES:
 

 
 

Deposits
$
1,510,527

 
$
1,492,689

Securities sold under agreements to repurchase
249,300

 
181,000

Other borrowings
518,688

 
289,325

Advance payments by borrowers for taxes and insurance
7,753

 
6,441

Accrued expenses and other liabilities
20,684

 
17,201

Total liabilities
2,306,952

 
1,986,656

 
 
 
 
STOCKHOLDERS’ EQUITY:
 

 
 

Preferred stock, $0.01 par value; 10,000,000 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, 2014, and December 31, 2013, respectively, 50,648,772
 
 
 
and 57,926,233 outstanding at September 30, 2014 and December 31, 2013, respectively
582

 
582

Additional paid-in-capital
498,359

 
508,609

Unallocated common stock held by employee stock ownership plan
(26,197
)
 
(26,985
)
Retained earnings
247,265

 
242,180

Accumulated other comprehensive loss
(4,559
)
 
(4,650
)
Treasury stock at cost; 7,577,554 and 300,093 shares at September 30, 2014 and December 31, 2013, respectively
(97,609
)
 
(3,628
)
Total stockholders’ equity
617,841

 
716,108

Total liabilities and stockholders’ equity
$
2,924,793

 
$
2,702,764

See accompanying notes to consolidated financial statements.

3

Table of Contents


NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 
Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
(In thousands, except share data) 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Interest income:
 
 
 
 
 
 
 
Loans
$
18,263

 
$
17,827

 
$
53,525

 
$
51,021

Mortgage-backed securities
4,097

 
5,097

 
13,029

 
17,095

Other securities
146

 
325

 
460

 
1,268

Federal Home Loan Bank of New York dividends
189

 
124

 
571

 
398

Deposits in other financial institutions
12

 
7

 
37

 
68

Total interest income
22,707

 
23,380

 
67,622

 
69,850

Interest expense:
 

 
 

 
 

 
 

Deposits
1,365

 
1,442

 
3,857

 
5,180

Borrowings
2,372

 
2,618

 
7,160

 
7,830

Total interest expense
3,737

 
4,060

 
11,017

 
13,010

Net interest income
18,970

 
19,320

 
56,605

 
56,840

Provision for loan losses
317

 
817

 
588

 
1,511

Net interest income after provision for loan losses
18,653

 
18,503

 
56,017

 
55,329

Non-interest income:
 

 
 

 
 

 
 

Fees and service charges for customer services
983

 
801

 
3,042

 
2,285

Income on bank owned life insurance
971

 
999

 
2,939

 
2,588

(Losses)/gains on securities transactions, net
(233
)
 
743

 
210

 
2,941

Other-than-temporary impairment losses on securities

 

 

 
(434
)
Portion recognized in other comprehensive income (before taxes)

 

 

 

Net impairment losses on securities recognized in earnings

 

 

 
(434
)
Other
119

 
45

 
208

 
162

Total non-interest income
1,840

 
2,588

 
6,399

 
7,542

Non-interest expense:
 

 
 

 
 

 
 

Compensation and employee benefits
6,796

 
6,756

 
18,569

 
20,270

Occupancy
2,361

 
2,479

 
7,263

 
7,339

Furniture and equipment
404

 
432

 
1,240

 
1,315

Data processing
894

 
874

 
2,861

 
3,424

Professional fees
551

 
753

 
1,757

 
2,221

FDIC insurance
323

 
379

 
943

 
1,131

Other
1,939

 
1,636

 
5,396

 
5,184

Total non-interest expense
13,268

 
13,309

 
38,029

 
40,884

Income before income tax expense
7,225

 
7,782

 
24,387

 
21,987

Income tax expense
2,496

 
2,682

 
8,999

 
7,796

Net income
$
4,729

 
$
5,100

 
$
15,388

 
$
14,191

Net income per common share:
 
 
 
 
 
 
 
Basic
$
0.10

 
$
0.09

 
$
0.31

 
$
0.26

Diluted
$
0.10

 
$
0.09

 
$
0.30

 
$
0.26

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.

4

Table of Contents

NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - (continued)
Three and Nine Months Ended September 30, 2014 and 2013
(Unaudited)
(In thousands, except share data) 

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Net Income
$
4,729

 
$
5,100

 
$
15,388

 
$
14,191

Other comprehensive income:
 
 
 
 
 
 
 
Unrealized gains (losses) on securities:
 
 
 
 
 
 
 
Net unrealized holding (losses) gains on securities
(4,586
)
 
(4,670
)
 
1,513

 
(30,800
)
Less: reclassification adjustment for net gains included in net income (included in gains (losses) on securities transactions, net)
(30
)
 
(353
)
 
(229
)
 
(2,245
)
Net unrealized (losses) gains
(4,616
)
 
(5,023
)
 
1,284

 
(33,045
)
Post retirement benefit adjustment

 

 
(1,141
)
 

Reclassification adjustment for OTTI impairment included in net income (included OTTI losses on securities)

 

 

 
434

Other comprehensive (loss) income, before tax
(4,616
)
 
(5,023
)
 
143

 
(32,611
)
Income tax (benefit) expense related to net unrealized holding (losses) gains on securities
(1,837
)
 
(1,873
)
 
602

 
(12,065
)
Income tax expense related to reclassification adjustment for gains included in net income
(12
)
 
(141
)
 
(92
)
 
(898
)
Income tax expense related to post retirement benefit adjustment

 

 
(458
)
 

Income tax benefit related to reclassification adjustment for OTTI impairment included in net income

 

 

 
174

Other comprehensive (loss) income, net of tax
(2,767
)
 
(3,009
)
 
91

 
(19,822
)
Comprehensive income (loss)
$
1,962

 
$
2,091

 
$
15,479

 
$
(5,631
)




































See accompanying notes to consolidated financial statements.

5

Table of Contents

NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Nine Months Ended September 30, 2014 and 2013
(Unaudited)
(In thousands, except share data) 
 
 
 
 
 
 
 
Unallocated
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
 
 
Other
 
 
 
 
 
Common Stock
 
Additional
 
Held by the
 
 
 
Comprehensive
 
 
 
Total
 
Shares
 
Par
 
Paid-in
 
Employee Stock
 
Retained
 
Income (Loss),
 
Treasury
 
Stockholders'
 
Outstanding
 
Value
 
Capital
 
Ownership Plan
 
Earnings
 
Net of tax
 
Stock
 
Equity
Balance at December 31, 2012
41,486,819

 
$
469

 
$
230,253

 
$
(13,965
)
 
$
249,892

 
$
18,231

 
$
(70,007
)
 
$
414,873

Net income
 

 
 

 
 

 
 

 
14,191

 
 

 
 

 
14,191

Other comprehensive loss, net of tax
 

 
 

 
 

 
 

 
 

 
(19,822
)
 
 

 
(19,822
)
ESOP shares allocated or committed to be released
 

 
 

 
334

 
782

 
 

 
 

 
 

 
1,116

Stock compensation expense
 

 
 

 
2,354

 
 

 
 

 
 

 
 

 
2,354

Additional tax benefit on equity awards
 

 
 

 
296

 
 

 
 

 
 

 
 

 
296

Corporate reorganization:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Merger of Northfield Bancorp, MHC
(24,641,684
)
 
(246
)
 
370

 
 
 
 
 
 
 
 
 
124

 Exchange of common stock
(16,845,135
)
 
(169
)
 
169

 
 
 
 
 
 
 
 
 

 Treasury stock retired


 
(54
)
 
(69,953
)
 
 
 
 
 
 
 
70,007

 

 Proceeds of stock offering, net of costs
58,199,819

 
582

 
329,396

 
 
 
 
 
 
 
 
 
329,978

 Purchase of common stock by ESOP
 
 
 
 
14,224

 
(14,224
)
 
 
 
 
 
 
 

Exercise of stock options
12,590

 
 

 
21

 
 

 


 
 

 


 
21

Cash dividends declared ($0.43 per common share)
 

 
 

 
 

 
 

 
(23,571
)
 
 

 
 

 
(23,571
)
Treasury stock (average cost of $12.02 per share)
(272,911
)
 
 

 
 

 
 

 
 

 
 

 
(3,280
)
 
$
(3,280
)
Balance at September 30, 2013
57,939,498

 
$
582

 
$
507,464

 
$
(27,407
)
 
$
240,512

 
$
(1,591
)
 
$
(3,280
)
 
$
716,280

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 ($0.19 per common share)
 

 
 

 
 

 
 

 
(9,682
)
 
 

 
 

 
(9,682
)
Treasury stock (average cost of $12.82 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

 

















See accompanying notes to consolidated financial statements.

6

Table of Contents

NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 2014 and 2013
(Unaudited) (In thousands)

 
2014
 
2013
Cash flows from operating activities:
 
 
 
Net income
$
15,388

 
$
14,191

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for loan losses
588

 
1,511

ESOP and stock compensation expense
2,865

 
3,470

Depreciation
1,853

 
2,690

Amortization of premiums, and deferred loan costs, net of (accretion) of discounts, and deferred loan fees
1,397

 
1,592

Amortization intangible assets
315

 
332

Income on bank owned life insurance
(2,939
)
 
(2,588
)
Net gain on sale of loans held-for-sale
(79
)
 
(35
)
Proceeds from sale of loans held-for-sale
1,693

 
8,513

Origination of loans held-for-sale
(1,143
)
 
(3,638
)
Gain on securities transactions, net
(210
)
 
(2,941
)
Loss on sale of other real estate owned
19

 

Net purchases of trading securities
(254
)
 
(333
)
(Increase) decrease in accrued interest receivable
(944
)
 
421

Increase in other assets
(4,750
)
 
(2,377
)
Increase in accrued expenses and other liabilities
3,483

 
631

Net cash provided by operating activities
17,282

 
21,439

Cash flows from investing activities:
 
 
 
Net increase in loans receivable
(146,479
)
 
(159,531
)
Purchase of loans
(186,475
)
 

Purchases of Federal Home Loan Bank of New York stock, net
(9,123
)
 
(4,332
)
Purchases of securities available-for-sale
(436
)
 
(264,562
)
Principal payments and maturities on securities available-for-sale
125,292

 
285,933

Principal payments and maturities on securities held-to-maturity
180

 
2,219

Purchases of securities held-to-maturity
(4,066
)
 

Proceeds from sale of securities available-for-sale
9,149

 
199,302

Purchases of bank owned life insurance

 
(28,657
)
Death benefits received from bank owned life insurance

 
193

Proceeds from sale of other real estate owned
418

 
81

Purchases and improvements of premises and equipment
(317
)
 
(2,741
)
Net cash (used in) provided by investing activities
(211,857
)
 
27,905

Cash flows from financing activities:
 
 
 
Net increase (decrease) in deposits
17,838

 
(174,720
)
Dividends paid
(9,682
)
 
(23,571
)
Net proceeds from sale of common stock

 
54,648

Merger of Northfield Bancorp, MHC

 
124

Purchase of common stock for ESOP

 
(14,224
)
Exercise of stock options
275

 
21

Purchase of treasury stock
(107,594
)
 
(3,280
)
Additional tax benefit on equity awards
390

 
296

Increase in advance payments by borrowers for taxes and insurance
1,312

 
3,195

Repayments under capital lease obligations
(137
)
 
(214
)
Proceeds from securities sold under agreements to repurchase and other borrowings
524,800

 
474,970

Repayments related to securities sold under agreements to repurchase and other borrowings
(227,000
)
 
(401,697
)
Net cash provided by (used in) financing activities
200,202

 
(84,452
)
Net increase (decrease) in cash and cash equivalents
5,627

 
(35,108
)
Cash and cash equivalents at beginning of period
61,239

 
128,761

Cash and cash equivalents at end of period
$
66,866

 
$
93,653

 
 
 
 

7

Table of Contents

NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
Nine Months Ended September 30, 2014 and 2013 
(Unaudited) (In thousands)

 
2014
 
2013
Supplemental cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
11,128

 
$
13,082

Income taxes
15,730

 
13,541

Non-cash transactions:
 
 
 
Loans charged-off, net
348

 
821

Other real estate owned write-downs
305

 
124

Transfers of loans to other real estate owned
599

 

Deposits utilized to purchase common stock

 
289,554

 








































See accompanying notes to consolidated financial statements.

8

Table of Contents

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, 2014, are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2014.  Whenever necessary, certain prior year amounts are reclassified to conform to the current year 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/A for the year ended December 31, 2013, of Northfield Bancorp, Inc. as filed with the SEC. 

Note 2 – Securities
The following is a comparative summary of mortgage-backed securities and other securities available-for-sale at September 30, 2014, and December 31, 2013 (in thousands):
 
September 30, 2014
 
 
 
Gross
 
Gross
 
Estimated
 
Amortized
 
unrealized
 
unrealized
 
fair
 
cost
 
gains
 
losses
 
value
Mortgage-backed securities:
 

 
 

 
 

 
 

Pass-through certificates:
 

 
 

 
 

 
 

Government sponsored enterprises (GSE)
$
311,111

 
$
7,790

 
$
2,530

 
$
316,371

Real estate mortgage investment conduits (REMICs):
 

 
 

 
 

 
 

GSE
428,516

 
1,109

 
14,025

 
415,600

Non-GSE
1,128

 

 
37

 
1,091

 
740,755

 
8,899

 
16,592

 
733,062

Other securities:
 
 
 
 
 
 
 
Equity investments-mutual funds
377

 

 

 
377

Corporate bonds
70,117

 
128

 

 
70,245

 
70,494

 
128

 

 
70,622

Total securities available-for-sale
$
811,249

 
$
9,027

 
$
16,592

 
$
803,684



9

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
December 31, 2013
 
 
 
Gross
 
Gross
 
Estimated
 
Amortized
 
unrealized
 
unrealized
 
fair
 
cost
 
gains
 
losses
 
value
Mortgage-backed securities:
 

 
 

 
 

 
 

Pass-through certificates:
 

 
 

 
 

 
 

GSE
$
366,884

 
$
8,573

 
$
5,113

 
$
370,344

REMICs:
 

 
 

 
 

 
 

GSE
497,575

 
1,699

 
14,047

 
485,227

Non-GSE
4,474

 
126

 
48

 
4,552

 
868,933

 
10,398

 
19,208

 
860,123

Other securities:
 
 
 
 
 
 
 
Equity investments-mutual funds
510

 

 

 
510

Corporate bonds
76,491

 
66

 
105

 
76,452

 
77,001

 
66

 
105

 
76,962

Total securities available-for-sale
$
945,934

 
$
10,464

 
$
19,313

 
$
937,085

 
The following is a summary of the expected maturity distribution of debt securities available-for-sale, other than mortgage-backed securities, at September 30, 2014 (in thousands):
Available-for-sale
Amortized cost
 
Estimated fair value
Due in one year or less
$
31,836

 
$
31,895

Due after one year through five years
38,281

 
38,350

 
$
70,117

 
$
70,245

 
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.

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. For the three and nine months ended September 30, 2013, the Company had gross proceeds of $52.8 million and $199.3 million, respectively, on sales of securities available-for-sale, with gross realized gains of approximately $394,000 and $2,500,000, respectively, and gross realized losses of $42,000 and $219,000, respectively.  The Company recognized $262,000 and $17,000 in losses on its trading securities portfolio during the three and nine months ended September 30, 2014, respectively. The Company recognized $390,000 and $696,000 in gains on its trading securities portfolio during the three and nine months ended September 30, 2013, respectively.  The Company did not recognize any other-than-temporary impairment charges during the three and nine months ended September 30, 2014, and recognized $0 and $434,000 of other-than-temporary impairment charges during the three and nine months ended September 30, 2013, respectively. 

 

10

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


Gross unrealized losses on mortgage-backed securities, equity investments, 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, 2014, and December 31, 2013, were as follows (in thousands):
 
September 30, 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
$
174

 
$
49,095

 
$
2,356

 
$
62,799

 
$
2,530

 
$
111,894

REMICs:
 
 
 
 
 
 
 
 
 
 
 
GSE
109

 
12,538

 
13,916

 
285,128

 
14,025

 
297,666

Non-GSE

 

 
37

 
1,091

 
37

 
1,091

Total
$
283

 
$
61,633

 
$
16,309

 
$
349,018

 
$
16,592

 
$
410,651

 
 
December 31, 2013
 
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
$
5,087

 
$
150,473

 
$
26

 
$
4,482

 
$
5,113

 
$
154,955

REMICs:
 
 
 
 
 
 
 
 
 
 
 
GSE
12,923

 
283,419

 
1,124

 
44,606

 
14,047

 
328,025

Non-GSE
23

 
1,092

 
25

 
442

 
48

 
1,534

Other Securities:
 
 
 
 
 
 
 
 
 
 
 
  Corporate Bonds
$
105

 
$
44,763

 
$

 
$

 
$
105

 
$
44,763

Total
$
18,138

 
$
479,747

 
$
1,175

 
$
49,530

 
$
19,313

 
$
529,277

 
The Company held 14 pass-through mortgage-backed securities issued or guaranteed by GSEs, 19 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, 2014.  There were eight pass-through mortgage-backed securities issued or guaranteed by GSEs and four REMIC mortgage-backed securities issued or guaranteed by GSEs that were in an unrealized loss position of less than twelve months at September 30, 2014. All securities referred to above were rated investment grade at September 30, 2014.  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. 
 

11

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
Note 3 – Loans
 
Net loans held-for-investment is as follows (in thousands):
 
September 30,
 
December 31,
 
2014
 
2013
Real estate loans:
 
Multifamily
$
987,613

 
$
870,951

Commercial mortgage
362,963

 
340,174

One-to-four family residential mortgage
76,344

 
64,753

Home equity and lines of credit
53,897

 
46,231

Construction and land
17,824

 
14,152

Total real estate loans
1,498,641

 
1,336,261

Commercial and industrial loans
13,943

 
10,162

Other loans
2,674

 
2,310

Total commercial and industrial and other loans
16,617

 
12,472

Deferred loan cost, net
4,175

 
3,458

Originated loans held-for-investment, net
1,519,433

 
1,352,191

PCI Loans
44,474

 
59,468

Loans acquired:
 
 
 
Multifamily
7,652

 
3,930

Commercial mortgage
11,590

 
13,254

One-to-four family residential mortgage
238,089

 
60,262

Construction and land
366

 
371

Total loans acquired, net
257,697

 
77,817

Loans held-for-investment, net
1,821,604

 
1,489,476

Allowance for loan losses
(26,277
)
 
(26,037
)
Net loans held-for-investment
$
1,795,327

 
$
1,463,439


Loans held-for-sale amounted to $0 and $471,000 at September 30, 2014, and December 31, 2013, respectively.    

PCI loans, primarily acquired as part of a Federal Deposit Insurance Corporation-assisted transaction, totaled $44.5 million at September 30, 2014, as compared to $59.5 million at December 31, 2013.   The Company accounts for PCI loans utilizing U.S. GAAP applicable to loans acquired with deteriorated credit quality.  At September 30, 2014, PCI loans consist of approximately 33% commercial real estate and 52% 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,
 
2014
 
2013
Balance at the beginning of period
$
32,464

 
$
43,431

Accretion into interest income
(3,724
)
 
(4,362
)
Net reclassification from non-accretable difference
374

 

Balance at end of period
$
29,114

 
$
39,069

 
Activity in the allowance for loan losses is as follows (in thousands):
 
At or for the nine months ended September 30,
 
2014
 
2013
Beginning balance
$
26,037

 
$
26,424

Provision for loan losses
588

 
1,511

Charge-offs, net
(348
)
 
(821
)
Ending balance
$
26,277

 
$
27,114


12

Table of Contents
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 nine months ended September 30, 2014, and as of and for the year ended December 31, 2013 (in thousands).  The following tables also detail the amount of originated and acquired loans 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, 2014, and December 31, 2013 (in thousands). There was a $35,000 related allowance for acquired loans at September 30, 2014, and $0 at December 31, 2013.
 
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
(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

Ending balance: individually evaluated for impairment
$
2,575

 
$
6

 
$

 
$
76

 
$
14

 
$
107

 
$

 
$

 
$
2,778

 
$

 
$

 
$
2,778

Ending balance: collectively evaluated for impairment
$
8,765

 
$
930

 
$
178

 
$
10,073

 
$
1,245

 
$
534

 
$
77

 
$
1,262

 
$
23,064

 
$
400

 
$
35

 
$
23,499

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans held-for-investment, net:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
363,492

 
$
76,931

 
$
17,855

 
$
989,690

 
$
54,809

 
$
13,981

 
$
2,675

 
$

 
$
1,519,433

 
$
44,474

 
$
257,697

 
$
1,821,604

Ending balance: individually evaluated for impairment
$
30,055

 
$
725

 
$

 
$
2,010

 
$
331

 
$
997

 
$

 
$

 
$
34,118

 
$

 
$
591

 
$
34,709

Ending balance: collectively evaluated for impairment
$
333,437

 
$
76,206

 
$
17,855

 
$
987,680

 
$
54,478

 
$
12,984

 
$
2,675

 
$

 
$
1,485,315

 
$
44,474

 
$
257,106

 
$
1,786,895

 

13

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
December 31, 2013
 
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
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
14,480

 
$
623

 
$
994

 
$
7,086

 
$
623

 
$
1,160

 
$
21

 
$
1,201

 
$
26,188

 
$
236

 
$
26,424

Charge-offs
(1,208
)
 
(414
)
 

 
(657
)
 
(491
)
 
(379
)
 
(25
)
 

 
(3,174
)
 

 
(3,174
)
Recoveries
1

 
18

 
567

 

 

 
201

 
73

 

 
860

 

 
860

Provisions
(654
)
 
648

 
(1,356
)
 
2,945

 
728

 
(557
)
 
(2
)
 
(177
)
 
1,575

 
352

 
1,927

Ending balance
$
12,619

 
$
875

 
$
205

 
$
9,374

 
$
860

 
$
425

 
$
67

 
$
1,024

 
$
25,449

 
$
588

 
$
26,037

Ending balance: individually evaluated for impairment
$
2,385

 
$
19

 
$

 
$
117

 
$
7

 
$
104

 
$

 
$

 
$
2,632

 
$

 
$
2,632

Ending balance: collectively evaluated for impairment
$
10,234

 
$
856

 
$
205

 
$
9,257

 
$
853

 
$
321

 
$
67

 
$
1,024

 
$
22,817

 
$
588

 
$
23,405

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Originated loans, net:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance
$
340,534

 
$
65,289

 
$
14,161

 
$
872,901

 
$
46,825

 
$
10,202

 
$
2,279

 
$

 
$
1,352,191

 
$

 
$
1,352,191

Ending balance: individually evaluated for impairment
$
32,194

 
$
1,115

 
$
109

 
$
2,074

 
$
1,341

 
$
1,504

 
$

 
$

 
$
38,337

 
$

 
$
38,337

Ending balance: collectively evaluated for impairment
$
308,340

 
$
64,174

 
$
14,052

 
$
870,827

 
$
45,484

 
$
8,698

 
$
2,279

 
$

 
$
1,313,854

 
$

 
$
1,313,854



14

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)



The Company monitors the credit quality of its loans by reviewing certain key credit quality indicators.  Management has determined that loan-to-value ratios (at period end) and internally assigned credit risk ratings by loan type are the key credit quality indicators that best help management monitor the credit quality of the Company’s loans.  Loan-to-value ratios used by management in monitoring credit quality are based on current period loan balances and original values at time of origination (unless a more current appraisal has been obtained).  In calculating the provision for loan losses, management has determined that commercial real estate loans and multifamily loans having loan-to-value ratios of less than 35%, and one-to-four family loans having loan-to-value ratios 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.  When the lending officer learns of important financial developments, the risk rating is reviewed and adjusted if necessary.  Periodically, management presents monitored assets to the Board 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 in confirming the adequacy of the allowance for loan losses.  After determining the general reserve loss factor for each portfolio segment, the portfolio segment 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.  Loans collectively evaluated for impairment that have an internal credit rating of special mention or substandard are multiplied by a multiple of the general reserve loss factors for each 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 through 5 are considered pass ratings.  An asset is considered 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 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 designated special mention.
 

15

Table of Contents
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, 2014, and December 31, 2013 (in thousands): 
 
At September 30, 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
$
50,583

 
$
928,633

 
$
46,194

 
$
261,688

 
$
43,421

 
$
27,408

 
$
17,274

 
$
54,215

 
$
11,745

 
$
2,675

 
$
1,443,836

Special Mention
289

 
4,638

 
2,485

 
11,018

 
2,026

 
363

 
581

 
364

 
302

 

 
22,066

Substandard
806

 
4,741

 

 
42,107

 
2,322

 
1,391

 

 
230

 
1,934

 

 
53,531

Originated loans held-for-investment, net
$
51,678

 
$
938,012

 
$
48,679

 
$
314,813

 
$
47,769

 
$
29,162

 
$
17,855

 
$
54,809

 
$
13,981

 
$
2,675

 
$
1,519,433

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At December 31, 2013
 
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
$
40,966

 
$
817,923

 
$
42,995

 
$
240,472

 
$
28,595

 
$
30,241

 
$
13,458

 
$
45,117

 
$
7,488

 
$
2,279

 
$
1,269,534

Special Mention
309

 
7,866

 
1,304

 
12,938

 
2,289

 
703

 
595

 
469

 
962

 

 
27,435

Substandard
821

 
5,016

 
1,333

 
41,492

 
1,388

 
2,073

 
108

 
1,239

 
1,752

 

 
55,222

Originated loans held-for-investment, net
$
42,096

 
$
830,805

 
$
45,632

 
$
294,902

 
$
32,272

 
$
33,017

 
$
14,161

 
$
46,825

 
$
10,202

 
$
2,279

 
$
1,352,191


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 nonaccrual loans was $14.0 million and $17.8 million at September 30, 2014, and December 31, 2013, respectively. Generally, loans are placed on non-accruing status when they become 90 days or more delinquent, 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 $10.4 million and $13.5 million at September 30, 2014, and December 31, 2013, 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 $3.5 million and $3.8 million at September 30, 2014, and December 31, 2013, respectively.  There were no loans held-for-sale at September 30, 2014. Non-accrual amounts included in loans held-for-sale at December 31, 2013, were $471,000.  Loans past due 90 days or more and still accruing interest were $418,000 and $32,000 at September 30, 2014, and December 31, 2013, respectively, and consisted of loans that are considered well secured and in the process of collection.  
   
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, 2014, and December 31, 2013, excluding loans held-for-sale (in thousands).  The following table excludes PCI loans at September 30, 2014, and December 31, 2013, which have been segregated into pools in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Subtopic 310-30.  Each loan pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. At September 30, 2014, expected future cash flows of each PCI loan pool were consistent with those estimated in our most recent recast of the cash flows.




16

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)




 
At September 30, 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
$

 
$
401

 
$
10,839

 
$
11,240

 
$

 
$
11,240

Total commercial

 
401

 
10,839

 
11,240

 

 
11,240

One-to-four family residential
 

 
 

 
 

 
 

 
 

 
 

LTV < 60%
 

 
 

 
 

 
 

 
 

 
 

Substandard

 
192

 
676

 
868

 
380

 
1,248

Total

 
192

 
676

 
868

 
380

 
1,248

LTV => 60%
 

 
 

 
 

 
 

 
 

 
 

Substandard

 

 
1,030

 
1,030

 

 
1,030

Total

 

 
1,030

 
1,030

 

 
1,030

Total one-to-four family residential

 
192

 
1,706

 
1,898

 
380

 
2,278

Home equity and lines of credit
 

 
 

 
 

 
 

 
 

 
 

Substandard
99

 

 

 
99

 
38

 
137

Total home equity and lines of credit
99

 

 

 
99

 
38

 
137

Commercial and industrial loans
 

 
 

 
 

 
 

 
 

 
 

Substandard

 

 
408

 
408

 

 
408

Total commercial and industrial loans

 

 
408

 
408

 

 
408

Total non-performing loans held-for-investment
99

 
593

 
12,953

 
13,645

 
418

 
14,063

Loans acquired:
 

 
 

 
 

 
 

 
 

 
 

One-to-four family residential
 

 
 

 
 

 
 

 
 

 
 

LTV < 60%
 

 
 

 
 

 
 

 
 

 
 

Substandard

 

 
313

 
313

 

 
313

Total

 

 
313

 
313

 

 
313

Total non-performing loans acquired

 

 
313

 
313

 

 
313

Total non-performing loans
$
99

 
$
593

 
$
13,266

 
$
13,958

 
$
418

 
$
14,376


17

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
At December 31, 2013
 
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%
 

 
 

 
 

 
 

 
 

 
 

Special Mention
$

 
$

 
$
335

 
$
335

 
$

 
$
335

Substandard
3,606

 
421

 
7,836

 
11,863

 

 
11,863

Total commercial
3,606

 
421

 
8,171

 
12,198

 

 
12,198

One-to-four family residential
 

 
 

 
 

 
 

 
 

 
 

LTV < 60%
 

 
 

 
 

 
 

 
 

 
 

Special Mention

 
16

 
114

 
130

 

 
130

Substandard

 
418

 
186

 
604

 

 
604

Total

 
434

 
300

 
734

 

 
734

LTV => 60%
 

 
 

 
 

 
 

 
 

 
 

Substandard

 
189

 
993

 
1,182

 

 
1,182

Total

 
189

 
993

 
1,182

 

 
1,182

Total one-to-four family residential

 
623

 
1,293

 
1,916

 

 
1,916

Construction and land
 

 
 

 
 

 
 

 
 

 
 

Substandard
108

 

 

 
108

 

 
108

Total construction and land
108

 

 

 
108

 

 
108

Multifamily
 

 
 

 
 

 
 

 
 

 
 

LTV => 35%
 

 
 

 
 

 
 

 
 

 
 

Substandard

 

 
73

 
73

 

 
73

Total multifamily

 

 
73

 
73

 

 
73

Home equity and lines of credit
 

 
 

 
 

 
 

 
 

 
 

Substandard

 

 
1,239

 
1,239

 

 
1,239

Total home equity and lines of credit

 

 
1,239

 
1,239

 

 
1,239

Commercial and industrial loans
 

 
 

 
 

 
 

 
 

 
 

Substandard

 

 
441

 
441

 

 
441

Total commercial and industrial loans

 

 
441

 
441

 

 
441

Other loans
 
 
 
 
 
 
 
 
 
 
 
Pass

 

 

 

 
32

 
32

Total other loans

 

 

 

 
32

 
32

Total non-performing loans held-for-investment
3,714

 
1,044

 
11,217

 
15,975

 
32

 
16,007

Loans acquired:
 

 
 

 
 

 
 

 
 

 
 

One-to-four family residential
 

 
 

 
 

 
 

 
 

 
 

LTV => 60%
 

 
 

 
 

 
 

 
 

 
 

Substandard
607

 

 
466

 
1,073

 

 
1,073

Total one-to-four family residential
607

 

 
466

 
1,073

 

 
1,073

Commercial
 

 
 

 
 

 
 

 
 

 
 

LTV => 35%
 

 
 

 
 

 
 

 
 

 
 

Special Mention

 

 
252

 
252

 

 
252

Total commercial

 

 
252

 
252

 

 
252

Total non-performing loans acquired:
607

 

 
718

 
1,325

 

 
1,325

Total non-performing loans
$
4,321

 
$
1,044

 
$
11,935

 
$
17,300

 
$
32

 
$
17,332



18

Table of Contents
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, 2014 and December 31, 2013 (in thousands).
 
September 30, 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
$
46,194

 
$

 
$
46,194

 
$

 
$
46,194

Special Mention
1,207

 
1,278

 
2,485

 

 
2,485

Total
47,401

 
1,278

 
48,679

 

 
48,679

LTV => 35%
 

 
 

 
 

 
 

 
 

Pass
259,131

 
2,557

 
261,688

 

 
261,688

Special Mention
11,018

 

 
11,018

 

 
11,018

Substandard
28,962

 
1,905

 
30,867

 
11,240

 
42,107

Total
299,111

 
4,462

 
303,573

 
11,240

 
314,813

Total commercial
346,512

 
5,740

 
352,252

 
11,240

 
363,492

One-to-four family residential
 

 
 

 
 

 
 

 
 

LTV < 60%
 

 
 

 
 

 
 

 
 

Pass
43,104

 
317

 
43,421

 

 
43,421

Special Mention
1,647

 
379

 
2,026

 

 
2,026

Substandard
517

 
557

 
1,074

 
1,248

 
2,322

Total
45,268

 
1,253

 
46,521

 
1,248

 
47,769

LTV => 60%
 

 
 

 
 

 
 

 
 

Pass
24,982

 
2,426

 
27,408

 

 
27,408

Special Mention
363

 

 
363

 

 
363

Substandard

 
361

 
361

 
1,030

 
1,391

Total
25,345

 
2,787

 
28,132

 
1,030

 
29,162

Total one-to-four family residential
70,613

 
4,040

 
74,653

 
2,278

 
76,931

Construction and land
 

 
 

 
 

 
 

 
 

Pass
17,146

 
128

 
17,274

 

 
17,274

Special Mention
581

 

 
581

 

 
581

Total construction and land
17,727

 
128

 
17,855

 

 
17,855

Multifamily
 

 
 

 
 

 
 

 
 

LTV < 35%
 

 
 

 
 

 
 

 
 

Pass
50,583

 

 
50,583

 

 
50,583

Special Mention
289

 

 
289

 

 
289

Substandard
806

 

 
806

 

 
806

Total
51,678

 

 
51,678

 

 
51,678

LTV => 35%
 

 
 

 
 

 
 

 
 

Pass
927,640

 
993

 
928,633

 

 
928,633

Special Mention
3,458

 
1,180

 
4,638

 

 
4,638

Substandard
4,405

 
336

 
4,741

 

 
4,741

Total
935,503

 
2,509

 
938,012

 

 
938,012

Total multifamily
987,181

 
2,509

 
989,690

 

 
989,690

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

19

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
September 30, 2014
 
Performing (Accruing) Loans
 
 
 
 
 
0-29 Days Past Due
 
30-89 Days Past Due
 
Total
 
Non-Performing Loans
 
Total Loans Receivable, net
Home equity and lines of credit
 

 
 

 
 

 
 

 
 

Pass
53,989

 
226

 
54,215

 

 
54,215

Special Mention
364

 

 
364

 

 
364

Substandard
93

 

 
93

 
137

 
230

Total home equity and lines of credit
54,446

 
226

 
54,672

 
137

 
54,809

Commercial and industrial loans
 

 
 

 
 

 
 

 
 

Pass
11,745

 

 
11,745

 

 
11,745

Special Mention
302

 

 
302

 

 
302

Substandard
806

 
720

 
1,526

 
408

 
1,934

Total commercial and industrial loans
12,853

 
720

 
13,573

 
408

 
13,981

Other loans
 

 
 

 
 

 
 

 
 

Pass
2,624

 
51

 
2,675

 

 
2,675

Total other loans
2,624

 
51

 
2,675

 

 
2,675

Total originated loans held-for-investment
$
1,491,956

 
$
13,414

 
$
1,505,370

 
$
14,063

 
$
1,519,433


20

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
September 30, 2014
 
Performing (Accruing) Loans
 
 
 
 
 
0-29 Days Past Due
 
30-89 Days Past Due
 
Total
 
Non-Performing Loans
 
Total Loans Receivable, net
Loans acquired:
 

 
 

 
 

 
 

 
 

One-to-four family residential
 

 
 

 
 

 
 

 
 

LTV < 60%
 

 
 

 
 

 
 

 
 

Pass
$
229,076

 
$
1,072

 
$
230,148

 
$

 
$
230,148

Special Mention
608

 

 
608

 

 
608

Substandard
427

 

 
427

 
313

 
740

Total one-to-four family residential
230,111

 
1,072

 
231,183

 
313

 
231,496

LTV => 60%
 

 
 

 
 

 
 

 
 

Pass
5,920

 
377

 
6,297

 

 
6,297

Special Mention

 

 

 

 

Substandard
296

 

 
296

 

 
296

Total
6,216

 
377

 
6,593

 

 
6,593

Total one-to-four family residential
236,327

 
1,449

 
237,776

 
313

 
238,089

Commercial
 

 
 

 
 

 
 
 
 
LTV < 35%
 

 
 

 
 

 
 
 
 
Pass
2,524

 

 
2,524

 

 
2,524

Special Mention
188

 
524

 
712

 

 
712

Total
2,712

 
524

 
3,236

 

 
3,236

LTV => 35%
 

 
 

 
 

 
 

 
 

Pass
4,897

 
447

 
5,344

 

 
5,344

Special Mention

 

 

 

 

Substandard
3,010

 

 
3,010

 

 
3,010

Total
7,907

 
447

 
8,354

 

 
8,354

Total commercial
10,619

 
971

 
11,590

 

 
11,590

Construction and land
 

 
 

 
 

 
 

 
 

Substandard

 
366

 
366

 

 
366

Total construction and land

 
366

 
366

 

 
366

Multifamily
 

 
 

 
 

 
 

 
 

LTV < 35%
 

 
 

 
 

 
 
 
 
Pass
4,873

 

 
4,873

 

 
4,873

Special Mention
171

 

 
171

 
 
 
171

Substandard
488

 

 
488

 

 
488

Total
5,532

 

 
5,532

 

 
5,532

LTV => 35%
 

 
 

 
 

 
 

 
 

Pass
1,747

 

 
1,747

 

 
1,747

Special Mention
373

 

 
373

 

 
373

Total
2,120

 

 
2,120

 

 
2,120

Total multifamily
7,652

 

 
7,652

 

 
7,652

Total loans acquired
254,598

 
2,786

 
257,384

 
313

 
257,697

 
$
1,746,554

 
$
16,200

 
$
1,762,754

 
$
14,376

 
$
1,777,130




21

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
December 31, 2013
 
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
$
42,995

 
$

 
$
42,995

 

 
$
42,995

Special Mention
1,304

 

 
1,304

 

 
1,304

Substandard
1,333

 

 
1,333

 

 
1,333

Total
45,632

 

 
45,632

 

 
45,632

LTV => 35%
 

 
 

 
 

 
 

 
 

Pass
239,544

 
928

 
240,472

 

 
240,472

Special Mention
10,927

 
1,676

 
12,603

 
335

 
12,938

Substandard
28,949

 
680

 
29,629

 
11,863

 
41,492

Total
279,420

 
3,284

 
282,704

 
12,198

 
294,902

Total commercial
325,052

 
3,284

 
328,336

 
12,198

 
340,534

One-to-four family residential
 

 
 

 
 

 
 

 
 

LTV < 60%
 

 
 

 
 

 
 

 
 

Pass
28,216

 
379

 
28,595

 

 
28,595

Special Mention
1,746

 
413

 
2,159

 
130

 
2,289

Substandard
269

 
515

 
784

 
604

 
1,388

Total
30,231

 
1,307

 
31,538

 
734

 
32,272

LTV => 60%
 

 
 

 
 

 
 

 
 

Pass
27,575

 
2,666

 
30,241

 

 
30,241

Special Mention
703

 

 
703

 

 
703

Substandard
522

 
369

 
891

 
1,182

 
2,073

Total
28,800

 
3,035

 
31,835

 
1,182

 
33,017

Total one-to-four family residential
59,031

 
4,342

 
63,373

 
1,916

 
65,289

Construction and land
 

 
 

 
 

 
 

 
 

Pass
13,458

 

 
13,458

 

 
13,458

Special Mention
595

 

 
595

 

 
595

Substandard

 

 

 
108

 
108

Total construction and land
14,053

 

 
14,053

 
108

 
14,161

Multifamily
 

 
 

 
 

 
 

 
 

LTV < 35%
 

 
 

 
 

 
 

 
 

Pass
40,638

 
328

 
40,966

 

 
40,966

Special Mention
94

 
215

 
309

 

 
309

Substandard
821

 

 
821

 

 
821

Total
41,553

 
543

 
42,096

 

 
42,096

LTV => 35%
 

 
 

 
 

 
 

 
 

Pass
817,923

 

 
817,923

 

 
817,923

Special Mention
6,751

 
1,115

 
7,866

 

 
7,866

Substandard
4,118

 
825

 
4,943

 
73

 
5,016

Total
828,792

 
1,940

 
830,732

 
73

 
830,805

Total multifamily
870,345

 
2,483

 
872,828

 
73

 
872,901

 
 
 
 
 
 
 
 
 
 

22

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
December 31, 2013
 
Performing (Accruing) Loans
 
 
 
 
 
0-29 Days Past Due
 
30-89 Days Past Due
 
Total
 
Non-Performing Loans
 
Total Loans Receivable, net
Home equity and lines of credit
 

 
 

 
 

 
 

 
 

Pass
45,116

 
1

 
45,117

 

 
45,117

Special Mention
376

 
93

 
469

 

 
469

Substandard

 

 

 
1,239

 
1,239

Total home equity and lines of credit
45,492

 
94

 
45,586

 
1,239

 
46,825

Commercial and industrial loans
 

 
 

 
 

 
 

 
 

Pass
7,415

 
73

 
7,488

 

 
7,488

Special Mention
962

 

 
962

 

 
962

Substandard
570

 
741

 
1,311

 
441

 
1,752

Total commercial and industrial loans
8,947

 
814

 
9,761

 
441

 
10,202

Other loans
 

 
 

 
 

 
 

 
 

Pass
2,226

 
21

 
2,247

 
32

 
2,279

Total other loans
2,226

 
21

 
2,247

 
32

 
2,279

Total originated loans held-for-investment
$
1,325,146

 
$
11,038

 
$
1,336,184

 
$
16,007

 
$
1,352,191

Loans Acquired
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
 
 
 
 
 
 
 
 
LTV < 60%
 
 
 
 
 
 
 
 
 
Pass
43,112

 
1,195

 
44,307

 

 
44,307

Special Mention
306

 
104

 
410

 

 
410

Substandard
136

 
4

 
140

 

 
140

Total
43,554

 
1,303

 
44,857

 

 
44,857

LTV => 60%
 
 
 
 
 
 
 
 
 
Pass
13,838

 

 
13,838

 

 
13,838

Special Mention
232

 

 
232

 

 
232

Substandard
262

 

 
262

 
1,073

 
1,335

Total
14,332

 

 
14,332

 
1,073

 
15,405

Total one-to-four family residential
57,886

 
1,303

 
59,189

 
1,073

 
60,262

Commercial
 
 
 
 
 
 
 
 
 
LTV < 35%
 
 
 
 
 
 
 
 
 
Pass
2,143

 

 
2,143

 

 
2,143

Special Mention
189

 

 
189

 

 
189

Substandard
937

 
529

 
1,466

 

 
1,466

Total
3,269

 
529

 
3,798

 

 
3,798

LTV => 35%
 
 
 
 
 
 
 
 
 
Pass
8,742

 
461

 
9,203

 

 
9,203

Special Mention

 

 

 

 

Substandard

 

 

 
252

 
252

Total
8,742

 
461

 
9,203

 
252

 
9,455

Total commercial
12,011

 
990

 
13,001

 
252

 
13,253

Construction and land
 
 
 
 
 
 
 
 
 
Substandard
372

 

 
372

 

 
372

Total construction and land
372

 

 
372

 

 
372

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

23

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
December 31, 2013
 
Performing (Accruing) Loans
 
 
 
 
 
0-29 Days Past Due
 
30-89 Days Past Due
 
Total
 
Non-Performing Loans
 
Total Loans Receivable, net
Multifamily
 
 
 
 
 
 
 
 
 
LTV < 35%
 
 
 
 
 
 
 
 
 
Pass
588

 

 
588

 

 
588

Special Mention

 

 

 

 

Substandard
490

 

 
490

 

 
490

Total
1,078

 

 
1,078

 

 
1,078

LTV => 35%
 
 
 
 
 
 
 
 
 
Pass
2,262

 

 
2,262

 

 
2,262

Special Mention
590

 

 
590

 

 
590

Substandard

 

 

 

 

Total
2,852

 

 
2,852

 

 
2,852

Total multifamily
3,930

 

 
3,930

 

 
3,930

Total loans acquired
74,199

 
2,293

 
76,492

 
1,325

 
77,817

 
$
1,399,345

 
$
13,331

 
$
1,412,676

 
$
17,332

 
$
1,430,008


24

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


The following tables summarize originated impaired loans as of September 30, 2014, and December 31, 2013 (in thousands):
 
At September 30, 2014
 
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
With No Allowance Recorded:
 
 
 
 
 
Real estate loans:
 

 
 

 
 

Commercial
 

 
 

 
 

LTV < 35%
 

 
 

 
 

Substandard
$

 
$
353

 
$

LTV => 35%
 

 
 

 
 

Pass
3,335

 
3,472

 

Substandard
10,757

 
11,863

 

One-to-four family residential
 

 
 

 
 

LTV < 60%
 

 
 

 
 

Special Mention
139

 
139

 

Substandard
264

 
264

 

Multifamily
 

 
 

 
 

LTV => 35%
 

 
 

 
 

Pass
89

 
560

 

Substandard
481

 
481

 

Home equity and lines of credit
 
 
 
 
 
Special Mention
50

 
50

 

Commercial and industrial loans
 

 
 

 
 

Substandard
557

 
566

 

With a Related Allowance Recorded:
 

 
 

 
 

Real estate loans:
 

 
 

 
 

Commercial
 

 
 

 
 

LTV => 35%
 

 
 

 
 

Substandard
15,963

 
17,281

 
(2,575
)
One-to-four family residential
 

 
 

 
 

LTV < 60%
 
 
 
 
 
Special Mention
322

 
322

 
(6
)
Multifamily
 

 
 

 
 

LTV => 35%
 
 
 
 
 
Substandard
1,440

 
1,440

 
(76
)
Home equity and lines of credit
 

 
 

 
 

Special Mention
281

 
281

 
(14
)
Commercial and industrial loans
 

 
 

 
 

Special Mention
33

 
33

 

Substandard
407

 
530

 
(107
)
Total:
 

 
 

 
 

Real estate loans
 

 
 

 
 

Commercial
30,055

 
32,969

 
(2,575
)
One-to-four family residential
725

 
725

 
(6
)
Multifamily
2,010

 
2,481

 
(76
)
Home equity and lines of credit
331

 
331

 
(14
)
Commercial and industrial loans
997

 
1,129

 
(107
)
 
$
34,118

 
$
37,635

 
$
(2,778
)

25

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
At December 31, 2013
 
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
With No Allowance Recorded:
 
 
 
 
 
Real estate loans:
 

 
 

 
 

Commercial
 

 
 

 
 

LTV < 35%
 

 
 

 
 

Pass
$
3,405

 
$
3,542

 
$

Substandard

 
706

 

LTV => 35%
 

 
 

 
 

Pass
19,689

 
21,383

 

Construction and land
 

 
 

 
 

Substandard
108

 
91

 

One-to-four family residential
 

 
 

 
 

LTV < 60%
 

 
 

 
 

Special Mention
507

 
507

 

Substandard
269

 
269

 

Multifamily
 

 
 

 
 

LTV < 35%
 

 
 

 
 

Substandard
593

 
1,064

 

Commercial and industrial loans
 

 
 

 
 

Special Mention
210

 
219

 

Substandard
853

 
1,008

 

With a Related Allowance Recorded:
 

 
 

 
 

Real estate loans:
 

 
 

 
 

Commercial
 

 
 

 
 

LTV => 35%
 

 
 

 
 

Special Mention
2,289

 
2,672

 
(52
)
Substandard
6,810

 
6,937

 
(2,333
)
One-to-four family residential
 

 
 

 
 

LTV => 60%
 
 
 
 
 
Substandard
340

 
340

 
(19
)
Multifamily
 

 
 

 
 

LTV => 35%
 
 
 
 
 
Substandard
1,481

 
1,481

 
(117
)
Home equity and lines of credit
 

 
 

 
 

Special Mention
342

 
342

 
(7
)
Substandard
1,000

 
1,395

 

Commercial and industrial loans
 

 
 

 
 

Substandard
441

 
485

 
(104
)
Total:
 

 
 

 
 

Real estate loans
 

 
 

 
 

Commercial
32,193

 
35,240

 
(2,385
)
One-to-four family residential
1,116

 
1,116

 
(19
)
Construction and land
108

 
91

 

Multifamily
2,074

 
2,545

 
(117
)
Home equity and lines of credit
1,342

 
1,737

 
(7
)
Commercial and industrial loans
1,504

 
1,712

 
(104
)
 
$
38,337

 
$
42,441

 
$
(2,632
)

Included in the above table at September 30, 2014, are loans with carrying balances of $11.0 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, 2013, are loans with carrying balances of $21.8 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, 2014, and December 31, 2013, are considered to have sufficient collateral values, less costs to sell, to support the carrying balances of the loans.    

26

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NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
The average recorded balance of originated impaired loans for the nine months ended September 30, 2014 and 2013, was $35.5 million and $47.0 million, respectively.  The Company recorded $417,000 and $1.3 million of interest income on impaired loans for the three and nine months ended September 30, 2014, respectively, as compared to $424,000 and $1.5 million of interest income on impaired loans for the three and nine months ended September 30, 2013, respectively.
    
There were no loans modified as troubled debt restructurings during the nine months ended September 30, 2014. The following tables summarize loans that were modified as troubled debt restructurings during the nine months ended September 30, 2013.
 
September 30, 2013
 
 
 
Pre-Modification
 
Post-Modification
 
Number of
 
Outstanding Recorded
 
Outstanding Recorded
 
Relationships
 
Investment
 
Investment
 
(in thousands)
Troubled Debt Restructurings
 
 
 
 
 
One-to-four Family
 
 
 
 
 
Special Mention
2
 
$
404

 
$
404

Total Troubled Debt Restructurings
2
 
$
404

 
$
404


All of the relationships in the table above were restructured to receive reduced interest rates.
 
At September 30, 2014, and December 31, 2013, we had troubled debt restructurings of $34.3 million and $36.8 million, respectively.

Management classifies all troubled debt restructurings 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 cost 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 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 consider recent market conditions appropriately, 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 troubled debt restructurings 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, 2014, no TDR loan that was restructured during the twelve months ended September 30, 2014 had subsequently defaulted.

Note 4 – Deposits

Deposits account balances are summarized  as follows (in thousands):
 
September 30,
 
December 31,
 
2014
 
2013
Non-interest-bearing demand
$
247,665

 
$
235,355

Interest-bearing negotiable orders of withdrawal (NOW)
128,541

 
129,955

Savings and money market
819,954

 
819,477

Certificates of deposit
314,367

 
307,902

Total deposits
$
1,510,527

 
$
1,492,689

 

27

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


Interest expense on deposit accounts is summarized for the periods indicated (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Negotiable orders of withdrawal, savings, and money market
$
562

 
$
862

 
$
1,549

 
$
3,047

Certificates of deposit
803

 
580

 
2,308

 
2,133

Total interest expense on deposit accounts
$
1,365

 
$
1,442

 
$
3,857

 
$
5,180


Note 5 Equity Incentive Plan
 
In June 2014, the Company granted to directors and employees a total of 998,200 restricted shares, and 2,496,600 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. The Plan provides for the issuance or delivery of up to 4,978,249 shares (1,422,357 restricted shares and 3,555,892 stock options) of Northfield Bancorp, Inc. common stock subject to certain Plan limitations.
 
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 June 11, 2014, 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 1.92%, volatility of 33.83% and a dividend yield of 1.83%.

The following table is a summary of the Company’s stock options outstanding as of September 30, 2014, and changes therein during the nine months then ended:
 
Number of Stock Options
 
Weighted Average Grant Date Fair Value
 
Weighted Average Exercise Price
 
Weighted Average Contractual Life (years)
Outstanding - December 31, 2013
2,800,305

 
$
2.30

 
$
7.13

 
5.16

Granted
2,496,600

 
3.91

 
13.13

 
9.70

Forfeited

 

 

 

Exercised
(117,177
)
 
2.30

 
7.11

 

Outstanding - September 30, 2014
5,179,728

 
3.11

 
10.03

 
7.67

Exercisable - September 30, 2014
2,665,566

 
$
2.30

 
$
7.13

 
4.38

 
Expected future stock option expense related to the non-vested options outstanding as of September 30, 2014, is $9.2 million over an average period of 4.69 years.
The following is a summary of the status of the Company’s restricted share awards as of September 30, 2014, and changes therein during the nine months then ended.
 
Number of Shares Awarded
 
Weighted Average Grant Date Fair Value
Non-vested at December 31, 2013
240,083

 
$
7.29

Granted
998,200

 
13.13

Vested
(228,209
)
 
7.16

Non-vested at September 30, 2014
1,010,074

 
$
13.11

 
Expected future stock award expense related to the non-vested restricted share awards as of September 30, 2014, is $12.5 million over an average period of 4.75 years.    

During the nine months ended September 30, 2014, the Company recorded $1.7 million of stock-based compensation.  

28

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
Note 6 – Fair Value Measurements
The following tables present the assets reported on the consolidated balance sheet at their estimated fair value as of September 30, 2014, and December 31, 2013, by level within the fair value hierarchy as required by the Fair Value Measurements and Disclosures Topic of the FASB 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.  


29

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
Fair Value Measurements at Reporting Date Using:
 
September 30, 2014
 
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
$
731,971

 
$

 
$
731,971

 
$

Non-GSE
1,091

 

 
1,091

 

Other securities
 
 
 
 
 
 
 
Corporate bonds
70,245

 

 
70,245

 

Equities
377

 
377

 

 

Total available-for-sale
803,684

 
377

 
803,307

 

Trading securities
6,233

 
6,233

 

 

Total
$
809,917

 
$
6,610

 
$
803,307

 
$

Measured on a non-recurring basis:
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Impaired loans:
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
Commercial real estate
$
20,411

 
$

 
$

 
$
20,411

One-to-four family residential mortgage
322

 

 

 
322

Multifamily
1,529

 

 

 
1,529

Home equity and lines of credit
281

 

 

 
281

Total impaired real estate loans
22,543

 

 

 
22,543

Commercial and industrial loans
614

 

 

 
614

Other real estate owned
491

 

 

 
491

Total
$
23,648

 
$

 
$

 
$
23,648


30

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


 
Fair Value Measurements at Reporting Date Using:
 
December 31, 2013

 
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
$
855,571

 
$

 
$
855,571

 
$

Non-GSE
4,552

 

 
4,552

 

Other securities
 
 
 
 
 
 
 
Corporate bonds
76,452

 

 
76,452

 

Equities
510

 
510

 

 

Total available-for-sale
937,085

 
510

 
936,575

 

Trading securities
5,998

 
5,998

 

 

Total
$
943,083

 
$
6,508

 
$
936,575

 
$

Measured on a non-recurring basis:
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Impaired loans:
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
Commercial real estate
$
23,572

 
$

 
$

 
$
23,572

One-to-four family residential mortgage
340

 

 

 
340

Construction and land
109

 

 

 
109

Multifamily
1,579

 

 

 
1,579

Home equity and lines of credit
1,342

 

 

 
1,342

Total impaired real estate loans
26,942

 

 

 
26,942

Commercial and industrial loans
616

 

 

 
616

Other real estate owned
634

 

 

 
634

Total
$
28,192

 
$

 
$

 
$
28,192


The following table presents qualitative information for Level 3 assets measured at fair value on a non-recurring basis at September 30, 2014 (dollars in thousands):
 
Fair Value
 
Valuation Methodology
 
Unobservable Inputs       
 
Range of Inputs
 
September 30, 2014
 
December 31, 2013
 
 
 
 
 
September 30, 2014
 
December 31, 2013
Impaired loans
$
23,157

 
$
27,558

 
Appraisals
 
Discount for costs to sell
 
7.0%
 
7.0%
 
 
 
 
 
 
 
Discount for quick sale
 
10.0% - 40.0%
 
10.0% - 25.0%
 
 
 
 
 
Discounted cash flows
 
Interest rates
 
4.6% to 7.5%
 
4.6% to 7.5%
Other real estate owned
$
491

 
$
634

 
Appraisals
 
Discount for costs to sell
 
7.0%
 
7.0%

    

31

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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 three months ended September 30, 2014.     
Trading Securities: Fair values are derived from quoted market prices in active markets.  The assets consist of publicly traded mutual funds.
 
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.
 
Impaired Loans: At September 30, 2014, and December 31, 2013, the Company had originated impaired loans held-for-investment and held-for-sale with outstanding principal balances of $26.5 million and $31.7 million, respectively, that were recorded at their estimated fair value of $23.2 million and $27.6 million, respectively.  The Company recorded net impairment charges of $146,000 for the nine months ended September 30, 2014, and net impairment recoveries of $824,000 for the nine months ended September 30, 2013, and net charge-offs of $348,000 and $821,000 for the nine months ended September 30, 2014 and 2013, respectively, 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 troubled debt restructurings.
 
Other Real Estate Owned (OREO):  At September 30, 2014, and December 31, 2013, the Company had assets acquired through foreclosure, or deed in lieu of foreclosure, of $491,000 and $634,000, 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 $257,000 subsequent valuation adjustment to one OREO property for the three months ended September 30, 2014.  Operating costs after acquisition are expensed.    
 
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 six 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 six 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 incorporate the exit price concept of fair value prescribed by the FASB ASC Topic for Fair Value Measurements and Disclosures.
 
(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.


33

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


The estimated fair value of the Company’s significant financial instruments at September 30, 2014, and December 31, 2013, is presented in the following tables (in thousands):
 
September 30, 2014
 
 
 
Estimated Fair Value
 
Carrying Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
66,866

 
$
66,866

 
$

 
$

 
$
66,866

Trading securities
6,233

 
6,233

 

 

 
6,233

Securities available-for-sale
803,684

 
377

 
803,307

 

 
803,684

Securities held-to-maturity
3,876

 

 
3,939

 

 
3,939

Federal Home Loan Bank of New York stock, at cost
26,639

 

 
26,639

 

 
26,639

Net loans held-for-investment
1,795,327

 

 

 
1,849,459

 
1,849,459

Financial liabilities:
 
 
 
 
 
 
 
 
 
Deposits
$
1,510,527

 
$

 
$
1,512,265

 
$

 
$
1,512,265

Repurchase agreements and other borrowings
767,988

 

 
771,047

 

 
771,047

Advance payments by borrowers
7,753

 

 
7,753

 

 
7,753

 
 
December 31, 2013
 
 
 
Estimated Fair Value
 
Carrying Value
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
61,239

 
$
61,239

 
$

 
$

 
$
61,239

Trading securities
5,998

 
5,998

 

 

 
5,998

Securities available-for-sale
937,085

 
510

 
936,575

 

 
937,085

Federal Home Loan Bank of New York stock, at cost
17,516

 

 
17,516

 

 
17,516

Loans held-for-sale
471

 

 

 
471

 
471

Net loans held-for-investment
1,463,439

 

 

 
1,446,059

 
1,446,059

Financial liabilities:
 
 
 
 
 
 
 
 
 
Deposits
$
1,492,689

 
$

 
$
1,495,810

 
$

 
$
1,495,810

Repurchase agreements and other borrowings
470,325

 

 
476,893

 

 
476,893

Advance payments by borrowers
6,441

 

 
6,441

 

 
6,441

 
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.
 

34

Table of Contents
NORTHFIELD BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements - (Continued)


Note 7 – 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):
 
For the three months ended
 
For the nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Net income available to common stockholders
$
4,729

 
$
5,100

 
$
15,388

 
$
14,191

 
 
 
 
 
 
 
 
Weighted average shares outstanding-basic
47,598,732

 
54,567,526

 
50,357,982

 
54,705,569

Effect of non-vested restricted stock and stock options outstanding
986,245

 
931,654

 
995,545

 
894,635

Weighted average shares outstanding-diluted
48,584,977

 
55,499,180

 
51,353,527

 
55,600,204

Earnings per share-basic
$
0.10

 
$
0.09

 
$
0.31

 
$
0.26

Earnings per share-diluted
$
0.10

 
$
0.09

 
$
0.30

 
$
0.26

Anti-dilutive shares
2,530,800

 

 
1,122,636

 

 
Note 8 – 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, and 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 will require 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 Company’s adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This ASU supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the codification. This update will be effective for interim and annual periods beginning after December 15, 2016. The Company is still assessing the impact of this pronouncement, but does not expect the guidance to have a material impact on the Company's consolidated financial statements.
For the three and nine months ended September 30, 2014, there were no other new accounting pronouncements that would materially impact the Company's consolidated financial statements.

35

Table of Contents

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, the Securities and Exchange Commission, or the Public Company Accounting Oversight Board;
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.
 
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, 2013, included in the Company’s Annual Report on Form 10-K/A, 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/A for the year ended December 31, 2013.
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/A for the year ended December 31, 2013.
 
Net income amounted to $15.4 million for the nine months ended September 30, 2014, as compared to $14.2 million for the nine months ended September 30, 2013.  Basic and diluted earnings per common share were $0.31 and $0.30, respectively, for the nine months ended September 30, 2014, compared to basic and diluted earnings per common share of $0.26 for the nine months ended September 30, 2013. Earnings for the nine months ended September 30, 2014, included a reduction of compensation and benefits of $937,000 ($560,000, after tax), or $0.01 per share, related to the settlement of the former Flatbush Federal Savings & Loan Association pension plan. Earnings for the nine months ended September 30, 2014, also included a charge of $570,000, or $0.01 per share, related to the write-down of deferred assets as a result of tax laws enacted in the State of New York during the first quarter. For the nine months ended September 30, 2014, our return on average assets was 0.76%, as compared to 0.69% for the nine months ended September 30, 2013.  For the nine months ended September 30, 2014, our return on average stockholders’ equity was 3.03% as compared to 2.69% for the nine months ended September 30, 2013.

Comparison of Financial Condition at September 30, 2014, and December 31, 2013
Total assets increased $222.0 million, or 8.2%, to $2.92 billion at September 30, 2014, from $2.70 billion at December 31, 2013. The increase was primarily attributable to increases in cash and cash equivalents of $5.6 million, securities held-to-maturity of $3.9 million, net loans held-for-investment of $332.1 million, bank owned life insurance of $2.9 million and FHLB stock of $9.1 million, partially offset by a decrease in securities available-for-sale of $133.4 million.
 
Cash and cash equivalents increased $5.6 million, or 9.2%, to $66.9 million at September 30, 2014, from $61.2 million at December 31, 2013
 
The securities available-for-sale portfolio totaled $803.7 million at September 30, 2014, compared to $937.1 million at December 31, 2013.  At September 30, 2014, $732.0 million of the portfolio consisted of residential mortgage-backed securities issued or guaranteed by Fannie Mae, Freddie Mac, or Ginnie Mae.  The Company also held residential mortgage-backed securities not guaranteed by these three entities, referred to as “private label securities.”  The private label securities had an amortized cost and estimated fair value of $1.1 million at September 30, 2014.  In addition to mortgage-backed securities, the Company held $70.2 million in corporate bonds which were all rated investment grade at September 30, 2014, and $377,000 of equity investments in mutual funds. The effective duration of the securities portfolio at September 30, 2014 was 4.12 years.
 
 Total loans held-for-investment, net, increased $332.1 million to $1.82 billion at September 30, 2014, as compared to $1.49 billion at December 31, 2013.


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Originated loans held-for-investment, net, totaled $1.52 billion at September 30, 2014, as compared to $1.35 billion at December 31, 2013.  The increase was primarily due to an increase in multifamily real estate loans of $116.7 million, or 13.4%, to $987.6 million at September 30, 2014, from $871.0 million at December 31, 2013. The following table details our multifamily real estate originations for the nine months ended September 30, 2014 (dollars in thousands):

Originations
 
Weighted Average Interest Rate
 
Weighted Average Loan-to-Value Ratio
 
(F)ixed or (V)ariable
 
Weighted Average Months to Next Rate Change or Maturity for Fixed Rate Loans
 
Amortization Term
$
190,495

 
3.56%
 
61%
 
V
 
80
 
20 to 30 Years
2,240

 
4.81%
 
41%
 
F
 
159
 
2 to 15 Years
$
192,735

 
3.57%
 
61%
 
 
 
 
 
 

Acquired loans increased by $179.9 million to $257.7 million at September 30, 2014, from $77.8 million at December 31, 2013, primarily due to the purchase of $186.5 million of one-to-four family residential real estate loans during the quarter ended September 30, 2014, partially offset by paydowns during the period. The following table provides the details of the loans purchased during the quarter ended September 30, 2014 (dollars in thousands):
Purchases
 
Weighted Average Interest Rate
 
Weighted Average Loan-to-Value Ratio
 
Weighted Average Months to Next Rate Change
 
Amortization Term
 
Amortization Type
$
71,782

 
2.47%
 
67%
 
53
 
30 Years
 
Fully amortizing
114,692

 
2.57%
 
61%
 
51
 
20 Years *
 
Delayed amortizing
$
186,474

 
2.53%
 
63%
 
 
 
 
 
 
* After an interest-only period for the first 10 years
    
The weighted average coupon of 2.53% is net of the servicing fee. Of the total loans purchased, $114.7 million, or 62%, is interest-only for the first 10 years and will re-price in less than five years at one month LIBOR plus a weighted average margin of 1.65%. The remainder of the purchase is scheduled to make principal and interest payments and will re-price in less than five years at one month LIBOR plus a weighted average margin of 1.83%. Additionally, the geographic locations of the loans are as follows: 46.0% in New York, 30.5% in Massachusetts, and 23.5% in other states.
    
PCI loans, primarily acquired as part of a transaction with the Federal Deposit Insurance Corporation, totaled $44.5 million at September 30, 2014, as compared to $59.5 million at December 31, 2013.  The Company accreted interest income of $3.7 million for the nine months ended September 30, 2014, compared to $4.4 million for the nine months ended September 30, 2013.    
    
Total liabilities increased $320.3 million, or 16.1%, to $2.31 billion at September 30, 2014, from $1.99 billion at December 31, 2013.  The increase was primarily attributable to increased deposits of $17.8 million, borrowings of $229.4 million and securities sold under agreements to repurchase of $68.3 million.
    
Deposits increased $17.8 million to $1.51 billion at September 30, 2014, from $1.49 billion at December 31, 2013. The increase was attributable to increases of $11.2 million in money market accounts, $10.9 million in transaction accounts and $6.5 million in certificates of deposit accounts, partially offset by a decrease in savings accounts of $10.8 million.
 
Borrowings and securities sold under agreements to repurchase increased by $297.7 million, or 63.3%, to $768.0 million at September 30, 2014, from $470.3 million at December 31, 2013.  Management utilizes borrowings to mitigate interest rate risk, for short-term liquidity needs, and, to a lesser extent, as part of leverage strategies.  The following table sets forth term borrowing maturities (excluding capitalized leases and short-term borrowings) and the weighted average rate by year (dollars in thousands) at September 30, 2014:  

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Year
 
Amount
 
Weighted Avg. Rate
2014
 
$243,768
 
0.34%
2015
 
180,563
 
1.78%
2016
 
108,910
 
2.18%
2017
 
110,003
 
1.35%
2018
 
87,715
 
1.67%
2019
 
33,502
 
1.88%
 
 
$764,461
 
1.31%
 
Total stockholders’ equity decreased by $98.3 million to $617.8 million at September 30, 2014, from $716.1 million at December 31, 2013.  This decrease was primarily attributable to net stock repurchases of $106.5 million and dividend payments of $9.7 million. These decreases were partially offset by net income of $15.4 million for the nine months ended September 30, 2014.
 
Comparison of Operating Results for the Three Months Ended September 30, 2014 and 2013
 
Net income.    Net income was $4.7 million and $5.1 million for the quarters ended September 30, 2014 and 2013, respectively.  Significant variances from the comparable prior year period are as follows: a $350,000 decrease in net interest income, a $500,000 decrease in the provision for loan losses, a $748,000 decrease in non-interest income, a $41,000 decrease in non-interest expense, and a $186,000 decrease in income tax expense.
 
Interest income.  Interest income decreased $673,000, or 2.9%, to $22.7 million for the three months ended September 30, 2014, from $23.4 million for the three months ended September 30, 2013.  Interest income on loans increased by $436,000, primarily attributable to an increase in the average balance of $239.0 million, which was partially offset by a decrease of 66 basis points in the average yield earned on loans.  The Company accreted interest income related to its PCI loans of $1.2 million for the quarter ended September 30, 2014, as compared to $1.4 million for the quarter ended September 30, 2013.  Interest income on loans for the quarter ended September 30, 2014, reflected prepayment loan income of $295,000 compared to $1.1 million for the quarter ended September 30, 2013. Interest income on mortgage backed securities decreased by $1.0 million primarily due to a decrease in the average balance of $181.7 million as well as a slight decrease of one basis point in the average yield earned.
 
Interest expense.   Interest expense decreased $323,000, or 8.0%, to $3.7 million for the three months ended September 30, 2014, from $4.1 million for the three months ended September 30, 2013. The decrease consisted of a decrease of $77,000 in interest expense on deposits and a decrease in interest expense on borrowings of $246,000.  The decrease in interest expense on deposits was attributed to a decrease in the average balance of interest bearing deposit accounts of $42.3 million to $1.25 billion for the three months ended September 30, 2014, from $1.29 billion for the three months ended September 30, 2013, and a decrease in the average cost of interest bearing deposits of one basis point to 0.43% from 0.44%. The decrease in interest expense on borrowings resulted from a decrease of 81 basis points in the average cost to 1.63% for the three months ended September 30, 2014, from 2.44% for the three months ended September 30, 2013, which was partially offset by an increase in average balances of borrowings of $150.5 million, or 35.4%, to $575.9 million for the three months ended September 30, 2014, from $425.4 million for the three months ended September 30, 2013
Net Interest Income.    Net interest income for the quarter ended September 30, 2014, decreased $350,000, or 1.8%, due primarily to an eight basis point decrease in the net interest margin, to 3.00%.   The 2014 third quarter included loan prepayment income of $295,000, as compared to $1.1 million for the quarter ended September 30, 2013.  The average cost on interest-bearing liabilities decreased 13 basis points to 0.81% for the current quarter, as compared to 0.94% for the prior year period.  Additionally, average yields earned on interest-earning assets decreased 13 basis points to 3.59% for the quarter ended September 30, 2014, as compared to 3.72% for the comparable quarter in 2013.

Provision for Loan Losses.    The provision for loan losses decreased $500,000 to $317,000 for the quarter ended September 30, 2014, from $817,000 for the quarter ended September 30, 2013.  The decrease in the provision for loan losses resulted primarily from continued improvements in asset quality indicators. Originated loans grew approximately $71.2 million for the quarter ended September 30, 2014, compared to $80.9 million for the quarter ended September 30, 2013. Net charge-offs were $307,000 for the quarter ended September 30, 2014, compared to net charge-offs of $523,000 for the quarter ended September 30, 2013.


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Non-interest Income. Non-interest income decreased $748,000, or 28.9%, to $1.8 million for the quarter ended September 30, 2014, from $2.6 million for the quarter ended September 30, 2013.  This decrease was primarily a result of a $976,000 decrease in gains on securities, net, and a decrease of $28,000 in income earned on bank owned life insurance, partially offset by a $182,000 increase in fees and service charges for customer services. Securities losses, net, in the third quarter of 2014 included losses of $262,000 related to the Company’s trading portfolio, while the third quarter of 2013 included gains of $390,000 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 remained level for for the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013.  Significant variances from the prior year comparable quarter are as follows: a $118,000 decrease in occupancy expenses, a $202,000 decrease in professional fees, and a $303,000 increase in other expense.

Income Tax Expense The Company recorded income tax expense of $2.5 million for the quarter ended September 30, 2014, compared to $2.7 million for the quarter ended September 30, 2013.  The effective tax rate for both of the quarters ended September 30, 2014 and September 30, 2013 was 34.5%.



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NORTHFIELD BANCORP, INC.
ANALYSIS OF NET INTEREST INCOME
(Dollars in thousands)
 
For the Three Months Ended
 
September 30, 2014
 
September 30, 2013
 
Average Outstanding Balance
 
Interest
 
Average Yield/ Rate (1)
 
Average Outstanding Balance
 
Interest
 
Average Yield/ Rate (1)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans (5)
$
1,606,774

 
$
18,263

 
4.51
%
 
$
1,367,814

 
$
17,827

 
5.17
%
Mortgage-backed securities (6)
768,007

 
4,097

 
2.12

 
949,677

 
5,097

 
2.13

Other securities (6)
77,297

 
146

 
0.75

 
133,612

 
325

 
0.97

Federal Home Loan Bank of New York stock
19,690

 
189

 
3.81

 
13,682

 
124

 
3.60

Interest-earning deposits in financial institutions
41,026

 
12

 
0.12

 
26,439

 
7

 
0.11

Total interest-earning assets
2,512,794

 
22,707

 
3.59

 
2,491,224

 
23,380

 
3.72

Non-interest-earning assets
207,780

 
 
 
 
 
188,356

 
 
 
 
Total assets
$
2,720,574

 
 
 
 
 
$
2,679,580

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Savings, NOW, and money market accounts
$
949,355

 
$
560

 
0.23

 
$
955,544

 
$
509

 
0.21

Certificates of deposit
297,992

 
805

 
1.07

 
334,062

 
933

 
1.11

Total interest-bearing deposits
1,247,347

 
1,365

 
0.43

 
1,289,606

 
1,442

 
0.44

Borrowed funds
575,916

 
2,372

 
1.63

 
425,442

 
2,618

 
2.44

Total interest-bearing liabilities
1,823,263

 
3,737

 
0.81

 
1,715,048

 
4,060

 
0.94

Non-interest bearing deposit accounts
237,824

 
 
 
 
 
230,401

 
 
 
 
Accrued expenses and other liabilities
26,274

 
 
 
 
 
17,107

 
 
 
 
Total liabilities
2,087,361

 
 
 
 
 
1,962,556

 
 
 
 
Stockholders' equity
633,213

 
 
 
 
 
717,024

 
 
 
 
Total liabilities and stockholders' equity
$
2,720,574

 
 
 
 
 
$
2,679,580

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
$
18,970

 
 
 
 
 
$
19,320

 
 
Net interest rate spread (2)
 
 
 
 
2.77
%
 
 
 
 
 
2.78
%
Net interest-earning assets (3)
$
689,531

 
 
 
 
 
$
776,176

 
 
 
 
Net interest margin (4)
 
 
 
 
3.00
%
 
 
 
 
 
3.08
%
Average interest-earning assets to 
 
 
 
 
 
 
 
 
 
 
 
interest-bearing liabilities
 
 
 
 
137.82
%
 
 
 
 
 
145.26
%

(1)
Average yields and rates for the three months ended September 30, 2014 and 2013, are annualized.
(2)
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(3)
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(4)
Net interest margin represents net interest income divided by average total interest-earning assets.
(5)
Loans include non-accrual loans.
(6)
Securities available-for-sale are reported at amortized cost.
 


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Comparison of Operating Results for the Nine Months Ended September 30, 2014 and 2013

Net income.    Net income was $15.4 million and $14.2 million for the nine months ended September 30, 2014, and September 30, 2013, respectively.  Significant variances from the comparable period are as follows: a $235,000 decrease in net interest income, a $923,000 decrease in the provision for loan losses, a $1.1 million decrease in non-interest income, a $2.9 million decrease in non-interest expense, and a $1.2 million increase in income tax expense.

Interest Income.  Interest income decreased $2.2 million, or 3.2%, to $67.6 million for the nine months ended September 30, 2014, from $69.9 million for the nine months ended September 30, 2013.  Interest income on loans increased by $2.5 million, primarily attributable to an increase in the average balance of $247.3 million, which was partially offset by a decrease of 62 basis points in the average yield earned on loans.  The Company accreted interest income related to its PCI loans of $3.7 million for the nine months ended September 30, 2014, as compared to $4.4 million for the nine months ended September 30, 2013.  Interest income on loans for the nine months ended September 30, 2014, reflected prepayment loan income of $1.0 million compared to $1.9 million for the nine months ended September 30, 2013. 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 $4.1 million primarily due to a decrease in the average balance of $235.9 million and a decrease of four basis points in the average yield earned.

Interest Expense.   Interest expense decreased $2.0 million, or 15.3%, to $11.0 million for the nine months ended September 30, 2014, from $13.0 million for the nine months ended September 30, 2013. The decrease consisted of a decrease of $1.3 million in interest expense on deposits and a decrease in interest expense on borrowings of $670,000.  The decrease in interest expense on deposits was attributed to a decrease in the average cost of interest bearing deposits of nine basis points to 0.41% from 0.50%, and to a decrease in the average balance of interest bearing deposit accounts of $136.9 million to $1.25 billion for the nine months ended September 30, 2014, from $1.39 billion for the nine months ended September 30, 2013.  The decrease in interest expense on borrowings resulted from a decrease of 70 basis points in the average cost to 1.85% for the nine months ended September 30, 2014, from 2.55% for the nine months ended September 30, 2013, which was partially offset by an increase in the average balances of borrowings of $107.2 million to $518.5 million for the nine months ended September 30, 2014, from $411.3 million for the nine months ended September 30, 2013
Net Interest Income.    Net interest income for the nine months ended September 30, 2014decreased $235,000 primarily due to a decrease in average interest-earning assets of $51.4 million, partially offset by a slight increase in the net interest margin of four basis points to 3.02%.  The September 30, 2014 period included loan prepayment income of $1.0 million compared to $1.9 million for the nine months ended September 30, 2013.  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. The average cost of interest-bearing liabilities decreased 14 basis points to 0.83% for the current nine months as compared to 0.97% for the prior year period.  Average yields earned on interest-earning assets decreased five basis points to 3.61% for the nine months ended September 30, 2014 from 3.66% for the nine months ended September 30, 2013.  

Provision for Loan Losses.    The provision for loan losses decreased $923,000, or 61.1%, to $588,000 for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013. This was primarily attributable to the Company's PCI portfolio, which had a reversal of a previously recorded impairment, continued improvement in asset quality indicators, and to a lesser extent, originated loan growth of $167.2 million for the nine months ended September 30, 2014 compared to $187.1 million for the nine months ended September 30, 2013.

Non-interest Income. Non-interest income decreased $1.1 million or 15.2%, to $6.4 million for the nine months ended September 30, 2014, from $7.5 million for the nine months ended September 30, 2013.  Significant variances from the prior period were a $2.7 million decrease in gain on securities transactions, net, partially offset by an increase of $757,000 in fees and service charges and an increase of $351,000 in bank owned life insurance income.  Securities gains, net, in 2014, included losses of $17,000 related to the Company’s trading portfolio described above, while the comparable period of 2013 included securities gains of $696,000 related to the Company’s trading portfolio.   

Non-interest Expense. Non-interest expense decreased $2.9 million, or 7.0%, for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013. This was due primarily to a $1.7 million decrease in compensation and employee benefits related to the benefit recorded on the settlement of a pension plan acquired in the Flatbush Federal Bancorp, Inc. and Flatbush Federal Savings & Loan Association merger (the Merger), a decrease in stock compensation expense of $335,000, the mark-to-market adjustment related to the Company's deferred compensation plan which is described above, a $563,000 decrease in data processing costs due to conversion costs related to the Merger, and a $464,000 decrease in professional fees related primarily to the Merger.


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Income Tax Expense The Company recorded income tax expense of $9.0 million for the nine months ended September 30, 2014 compared to $7.8 million for the nine months ended September 30, 2013.  The effective tax rate for the nine months ended September 30, 2014 was 36.9% as a result of the deferred tax asset write-down of $570,000 related to a New York State tax law change enacted on March 31, 2014, as compared to 35.5% for the nine months ended September 30, 2013.  The tax reform lowered future marginal tax rates and changed apportionment factors, resulting in a reduction of the Company's net deferred tax assets.  

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NORTHFIELD BANCORP, INC.
ANALYSIS OF NET INTEREST INCOME
(Dollars in thousands)
 
For the Nine Months Ended
 
September 30, 2014
 
September 30, 2013
 
Average Outstanding Balance
 
Interest
 
Average Yield/ Rate (1)
 
Average Outstanding Balance
 
Interest
 
Average Yield/ Rate (1)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans (5)
$
1,543,615

 
$
53,525

 
4.64
%
 
$
1,296,365

 
$
51,021

 
5.26
%
Mortgage-backed securities (6)
820,349

 
13,029

 
2.12

 
1,056,279

 
17,095

 
2.16

Other securities (6)
81,122

 
460

 
0.76

 
138,923

 
1,268

 
1.22

Federal Home Loan Bank of New York stock
18,569

 
571

 
4.11

 
12,672

 
398

 
4.20

Interest-earning deposits in financial institutions
38,863

 
37

 
0.13

 
49,666

 
68

 
0.18

Total interest-earning assets
2,502,518

 
67,622

 
3.61

 
2,553,905

 
69,850

 
3.66

Non-interest-earning assets
205,777

 
 
 
 
 
189,035

 
 
 
 
Total assets
$
2,708,295

 
 
 
 
 
$
2,742,940

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Savings, NOW, and money market accounts
$
948,374

 
$
1,549

 
0.22

 
$
997,811

 
$
2,134

 
0.29

Certificates of deposit
301,331

 
2,308

 
1.02

 
388,832

 
3,046

 
1.05

Total interest-bearing deposits
1,249,705

 
3,857

 
0.41

 
1,386,643

 
5,180

 
0.50

Borrowed funds
518,499

 
7,160

 
1.85

 
411,267

 
7,830

 
2.55

Total interest-bearing liabilities
1,768,204

 
11,017

 
0.83

 
1,797,910

 
13,010

 
0.97

Non-interest bearing deposit accounts
228,182

 
 
 
 
 
220,692

 
 
 
 
Accrued expenses and other liabilities
33,361

 
 
 
 
 
19,165

 
 
 
 
Total liabilities
2,029,747

 
 
 
 
 
2,037,767

 
 
 
 
Stockholders' equity
678,548

 
 
 
 
 
705,173

 
 
 
 
Total liabilities and stockholders' equity
$
2,708,295

 
 
 
 
 
$
2,742,940

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
$
56,605

 
 
 
 
 
$
56,840

 
 
Net interest rate spread (2)
 
 
 
 
2.78
%
 
 
 
 
 
2.69
%
Net interest-earning assets (3)
$
734,314

 
 
 
 
 
$
755,995

 
 
 
 
Net interest margin (4)
 
 
 
 
3.02
%
 
 
 
 
 
2.98
%
Average interest-earning assets to 
 
 
 
 
 
 
 
 
 
 
 
interest-bearing liabilities
 
 
 
 
141.53
%
 
 
 
 
 
142.05
%

(1)
Average yields and rates for the nine months ended September 30, 2014 and 2013 are annualized.
(2)
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(3)
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(4)
Net interest margin represents net interest income divided by average total interest-earning assets.
(5)
Loans include non-accrual loans.
(6)
Securities available-for-sale are at amortized cost.


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Table of Contents

Asset Quality
 
Purchased Credit Impaired Loans
 
At September 30, 2014, based on contractual principal, 5.2% of PCI loans were past due 30 to 89 days, and 25.6% were past due 90 days or more, as compared to 6.6% and 14.9%, respectively, at December 31, 2013.  The increase in the percentage of delinquencies (90 days or more past due) resulted partially from PCI principal balances declining by $15.0 million to $44.5 million at September 30, 2014, from December 31, 2013.
 
Originated and Acquired loans
 
The discussion that follows includes originated and acquired loans, 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 (TDR) on which interest is accruing, and accruing loans delinquent 30 to 89 days (dollars in thousands). 
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
2014
 
2014
 
2014
 
2013
 
2013
Non-accruing loans:

 
 
 
 
 
 
 
 
Held-for-investment
$
4,350

 
$
4,932

 
$
6,247

 
$
6,649

 
$
7,192

Held-for-sale

 
471

 
471

 
471

 
1,493

Non-accruing loans subject to restructuring agreements:
 
 
 
 
 

 
 

 
 
Held-for-investment
9,608

 
10,382

 
10,476

 
10,651

 
10,609

Held-for-sale

 

 

 

 
187

Total non-accruing loans
13,958

 
15,785

 
17,194

 
17,771

 
19,481

Loans 90 days or more past due and still accruing:
 
 
 
 
 

 
 

 
 
Held-for-investment
418

 
605

 
584

 
32

 
18

Total non-performing loans
14,376

 
16,390

 
17,778

 
17,803

 
19,499

Other real estate owned
491

 
640

 
150

 
634

 
664

Total non-performing assets
$
14,867

 
$
17,030

 
$
17,928

 
$
18,437

 
$
20,163

Non-performing loans to total loans
0.79
%
 
1.04
%
 
1.17
%
 
1.19
%
 
1.39
%
Non-performing assets to total assets
0.51
%
 
0.63
%
 
0.67
%
 
0.68
%
 
0.73
%
Loans subject to restructuring agreements and still accruing
$
24,643

 
$
24,292

 
$
25,619

 
$
26,190

 
$
26,426

Accruing loans 30 to 89 days delinquent
$
16,202

 
$
13,307

 
$
12,888

 
$
13,331

 
$
16,248

 
Total Non-accruing Loans
 
Total non-accruing loans decreased $3.8 million to $14.0 million at September 30, 2014, from $17.8 million at December 31, 2013.   The following table details the decrease (dollars in thousands):  


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Table of Contents

 
At or for the Nine Months Ended
 
September 30, 2014
Balance at beginning of period
$
17,771

Additions
1,630

Sales of held-for-investment loans
(2,887
)
Pay-offs and principal pay-downs
(243
)
Returned to accrual status
(2,021
)
Charge-offs
(292
)
Balance at end of period
$
13,958


Loans Subject to TDR Agreements
 
Included in non-accruing loans are loans subject to TDR agreements totaling $9.6 million and $10.7 million at September 30, 2014, and December 31, 2013, respectively.  At September 30, 2014, the entire $9.6 million in TDRs were not performing in accordance with their restructured terms, as compared to $7.5 million, or 70.4%, at December 31, 2013.  Three separate relationships account for the loans not performing in accordance with their restructured terms at September 30, 2014, of which one relationship is made up of several loans totaling $7.3 million primarily collateralized by real estate, with an aggregate appraised value of $9.5 million as of November 2013.

The Company also holds loans subject to restructuring agreements that are on accrual status, totaling $24.6 million and $26.2 million at September 30, 2014, and December 31, 2013, respectively.  At September 30, 2014, loans totaling $787,000, or 3.2% of the $24.6 million were not performing in accordance with the restructured terms, as compared to $3.6 million, or 13.7% of $26.2 million at December 31, 2013.  These loans were less than 90 days delinquent at September 30, 2014

The following table details the amounts and categories of the loans subject to restructuring agreements by loan type as of September 30, 2014, and December 31, 2013 (dollars in thousands). 
 
At September 30, 2014
 
At December 31, 2013
 
Non-Accruing
 
Accruing
 
Non-Accruing
 
Accruing
Troubled Debt Restructurings:
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
Commercial
$
9,200

 
$
20,329

 
$
9,496

 
$
21,536

One-to-four family residential

 
1,382

 
607

 
1,176

Construction and land

 

 
108

 

Multifamily

 
2,011

 

 
2,074

Home equity and lines of credit

 
331

 

 
341

Commercial and industrial loans
408

 
590

 
441

 
1,063

 
$
9,608

 
$
24,643

 
$
10,652

 
$
26,190

Performing in accordance with restructured terms
%
 
96.8
%
 
29.7
%
 
86.3
%
 
Loans 90 Days or More Past Due and Still Accruing and Other Real Estate Owned
 
Loans 90 days or more past due and still accruing increased $386,000 to $418,000 at September 30, 2014, from $32,000 at December 31, 2013.  The increase relates to several residential loans that are considered well secured and in the process of collection.
 
Other real estate owned was $491,000 and $634,000 at September 30, 2014, and December 31, 2013, respectively.


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Table of Contents

Accruing Loans 30 to 89 Days Delinquent
 
Loans 30 to 89 days delinquent and on accrual status at September 30, 2014, and December 31, 2013 totaled $16.2 million and $13.3 million, respectively. The following tables set forth delinquencies for accruing loans by type and by amount at September 30, 2014, and December 31, 2013 (in thousands).   
 
September 30, 2014
 
December 31, 2013
Real estate loans:
 
 
 
Commercial
$
6,711

 
$
4,274

One-to-four family residential
5,490

 
5,644

Construction and land
494

 

Multifamily
2,509

 
2,483

Home equity and lines of credit
227

 
94

Commercial and industrial loans
720

 
815

Other loans
51

 
21

Total delinquent accruing loans
$
16,202

 
$
13,331


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.
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 $764.5 million at September 30, 2014, and had a weighted average interest rate of 1.31%.  A total of $393.3 million of these borrowings will mature in less than one year.  Borrowed funds, excluding capitalized lease obligations and floating rate advances, were $470.3 million at December 31, 2013.  Northfield Bank has the ability to obtain additional funding from the FHLB and Federal Reserve Bank discount window of approximately $351.1 million utilizing unencumbered securities of $186.6 million and multifamily loans of $164.5 million at September 30, 2014.  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 for 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 and proceeds from its 2013 stock offering. At September 30, 2014, Northfield Bancorp, Inc. (stand alone) had liquid assets of approximately $73.2 million.
Capital Resources.  At September 30, 2014, and December 31, 2013, as set forth in the following table, Northfield Bank exceeded all of the regulatory capital requirements to which it was subject at such dates.

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Table of Contents

 
Actual
 
For Capital Adequacy Purposes
 
For Well Capitalized Under Prompt Corrective Action Provisions
As of September 30, 2014:
 
 
 
 
 
Tangible capital to tangible assets
17.43
%
 
1.50
%
 
NA

Tier I capital (core) (to adjusted total assets)
17.43
%
 
4.00
%
 
5.00
%
Total capital (to risk-weighted assets)
24.67
%
 
8.00
%
 
10.00
%
As of December 31, 2013:
 
 
 
 
 
Tangible capital to tangible assets
19.88
%
 
1.50
%
 
NA

Tier I capital (core) (to adjusted total assets)
19.88
%
 
4.00
%
 
5.00
%
Total capital (to risk-weighted assets)
28.94
%
 
8.00
%
 
10.00
%
 
In July, 2013, the federal bank regulatory agencies issued a final rule that will revise 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 nonaccrual 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 becomes 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 implements consolidated capital requirements for savings and loan holding companies, such as the Company, effective January 1, 2015. At September 30, 2014, Northfield Bank and the Company would have complied with the final rule if it had been in effect at that date.
 
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.
The following table shows the contractual obligations of the Company by expected payment period as of September 30, 2014:
Contractual Obligation
 
Total
 
Less than One Year
 
One to less than Three Years
 
Three to less than Five Years
 
Five Years and greater
 
 
(in thousands)
Debt obligations (excluding capitalized leases)
 
$
764,461

 
$
393,331

 
$
237,913

 
$
133,217

 
$

Commitments to originate loans
 
88,864

 
88,864

 

 

 

Commitments to fund unused lines of credit
 
57,889

 
57,889

 

 

 


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/A for the year ended December 31, 2013.

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Table of Contents

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 table below sets forth, as of September 30, 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
 
 
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
 
$
2,597,293

 
$
2,137,824

 
$
459,469

 
$
(245,685
)
 
(34.84
)%
 
17.69
%
 
(21.18
)%
+300
 
2,681,318

 
2,170,101

 
511,217

 
(193,937
)
 
(27.50
)
 
19.07

 
(15.75
)
+200
 
2,772,466

 
2,203,455

 
569,011

 
(136,143
)
 
(19.31
)
 
20.52

 
(10.26
)
+100
 
2,868,792

 
2,237,936

 
630,856

 
(74,298
)
 
(10.54
)
 
21.99

 
(5.02
)
0
 
2,978,754

 
2,273,600

 
705,154

 

 

 
23.67

 

(100)
 
3,096,757

 
2,308,183

 
788,574

 
83,420

 
11.83

 
25.46

 
(0.04
)
(200)
 
3,219,909

 
2,329,991

 
889,918

 
184,764

 
26.20

 
27.64

 
(2.66
)
 

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Table of Contents

The table above indicates that at September 30, 2014, in the event of a 200 basis point decrease in interest rates, we would experience a 26.20% increase in estimated net portfolio value and a 2.66% decrease in net interest income. In the event of a 400 basis point increase in interest rates, we would experience a 34.84% decrease in estimated net portfolio value and a 21.18% decrease in net interest income. Our policies provide that, in the event of a 200 basis point decrease in interest rates, our projected NPV should increase by no more than 400 basis points, and in the event of a 400 basis point increase in interest rates, our projected NPV should decrease by no more than 1000 basis points.  Additionally, our policy states that our net portfolio value should be at least 8.5% of total assets before and after such shock at September 30, 2014.  At September 30, 2014, 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, 2014.  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, 2014, 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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Table of Contents

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, 2014, there have been no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2013, 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, 2014:
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, 2014 through July 31, 2014
 
863,901

 
$
12.92

 
863,901

 
1,505,965

August 1, 2014 through August 31, 2014
 
880,572

 
$
12.95

 
880,217

 
3,992,326

September 1, 2014 through September 30, 2014
 
653,100

 
$
13.58

 
653,100

 
3,179,782

Total
 
2,397,573

 
$
13.11

 
2,397,218

 
 
 (1) On August 27, 2014, the Company's Board of Directors revised its current repurchase program to allow for the repurchase of up to $52.8 million of the Company's common stock, or approximately 8.0% of its shares outstanding based on the closing market price as of August 27, 2014. 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, 2014, is calculated utilizing the remaining approved repurchase amount of $43.3 million 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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Table of Contents

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 7, 2014
/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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Table of Contents

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, 2014, 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
 


53