Northfield Bancorp, Inc. - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019


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

SECURITIES EXCHANGE ACT OF 1934

For transition period from to



Commission File Number		001-35791

Northfield Bancorp, Inc.

(Exact name of registrant as specified in its charter)



Delaware		80-0882592
(State or other jurisdiction of incorporation or organization)		(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)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of exchange on which registered
Common stock, par value $0.01 per share	NFBK	The NASDAQ Stock Market LLC

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 ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit such files). Yes ☒ No ☐.



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of July 31, 2019, the registrant had 49,253,981 shares of Common Stock, par value $0.01 per share, issued and outstanding.

NORTHFIELD BANCORP, INC.

Form 10-Q Quarterly Report

Table of Contents



		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 4.	Controls and Procedures	60

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibits	62
	SIGNATURES	63

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

NORTHFIELD BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands, except share amounts)



	June 30, 2019			December 31, 2018
ASSETS:
Cash and due from banks	$	14,156		$	15,147
Interest-bearing deposits in other financial institutions	32,751			62,615
Total cash and cash equivalents	46,907			77,762
Trading securities	10,214			8,968
Debt securities available-for-sale, at estimated fair value	1,049,660			808,031
Debt securities held-to-maturity, at amortized cost	8,872			9,505
(estimated fair value of $8,877 at June 30, 2019, and $9,249 at December 31, 2018)
Equity securities	2,328			1,280
Originated loans held-for-investment, net	2,800,816			2,678,877
Loans acquired	519,885			546,150
Purchased credit-impaired (“PCI”) loans held-for-investment	18,077			20,143
Loans held-for-investment, net	3,338,778			3,245,170
Allowance for loan losses	(27,832		)	(27,497		)
Net loans held-for-investment	3,310,946			3,217,673
Accrued interest receivable	14,116			12,959
Bank owned life insurance	155,939			154,135
Federal Home Loan Bank of New York stock, at cost	32,330			22,517
Premises and equipment, net	25,700			25,605
Goodwill	38,411			38,411
Operating lease right-of-use assets	42,377			—
Other assets	30,482			31,586
Total assets	$	4,768,282		$	4,408,432
LIABILITIES AND STOCKHOLDERS’ EQUITY:
LIABILITIES:
Deposits	$	3,300,191		$	3,286,512
Securities sold under agreements to repurchase	75,000			—
Other borrowings	620,105			408,891
Operating lease liabilities	46,321			—
Advance payments by borrowers for taxes and insurance	20,817			18,007
Accrued expenses and other liabilities	24,755			28,583
Total liabilities	4,087,189			3,741,993
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 25,000,000 shares authorized, none issued or outstanding	—			—
Common stock, $0.01 par value: 150,000,000 shares authorized, 60,933,707 shares issued at
June 30, 2019 and December 31, 2018, 49,112,139 and 49,635,673 outstanding at June 30, 2019, and December 31, 2018, respectively	609			609
Additional paid-in-capital	548,197			546,219
Unallocated common stock held by employee stock ownership plan	(20,491		)	(20,992		)
Retained earnings	309,594			302,544
Accumulated other comprehensive income (loss)	4,160			(9,147		)
Treasury stock at cost; 11,821,568 and 11,298,034 shares at June 30, 2019, and December 31, 2018, respectively	(160,976		)	(152,794		)
Total stockholders’ equity	681,093			666,439
Total liabilities and stockholders’ equity	$	4,768,282		$	4,408,432

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Interest income:
Loans	$	33,308	$	31,456	$	65,898	$	62,243
Mortgage-backed securities	4,599		3,068		8,673		5,794
Other securities	1,699		821		3,564		1,323
Federal Home Loan Bank of New York dividends	340		398		742		812
Deposits in other financial institutions	247		192		782		445
Total interest income	40,193		35,935		79,659		70,617
Interest expense:
Deposits	10,549		6,050		20,796		11,261
Borrowings	2,485		2,115		4,374		4,042
Total interest expense	13,034		8,165		25,170		15,303
Net interest income	27,159		27,770		54,489		55,314
Provision for loan losses	491		670		550		704
Net interest income after provision for loan losses	26,668		27,100		53,939		54,610
Non-interest income:
Fees and service charges for customer services	1,207		1,147		2,347		2,361
Income on bank owned life insurance	907		914		1,804		1,868
Gains on available-for-sale debt securities, net	59		116		214		171
Gains on trading securities, net	343		197		1,429		302
Other	50		71		86		147
Total non-interest income	2,566		2,445		5,880		4,849
Non-interest expense:
Compensation and employee benefits	9,837		9,121		20,857		18,238
Occupancy	3,120		2,950		6,402		6,046
Furniture and equipment	265		252		524		508
Data processing	1,437		1,150		2,700		2,374
Professional fees	811		909		1,558		1,672
Advertising	1,331		643		2,095		1,254
FDIC insurance	255		274		532		571
Other	1,694		1,741		3,286		3,503
Total non-interest expense	18,750		17,040		37,954		34,166
Income before income tax expense	10,484		12,505		21,865		25,293
Income tax expense	2,280		1,893		4,890		4,237
Net income	$	8,204	$	10,612	$	16,975	$	21,056
Net income per common share:
Basic	$	0.18	$	0.23	$	0.36	$	0.46
Diluted	$	0.17	$	0.23	$	0.36	$	0.45






See accompanying notes to unaudited consolidated financial statements.

Table of Contents




NORTHFIELD BANCORP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - (Continued) (Unaudited) (In thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net Income	$	8,204		$	10,612		$	16,975		$	21,056
Other comprehensive income (loss):
Unrealized gains (losses) on debt securities:
Net unrealized holding gains (losses) on debt securities	9,930			(2,290		)	18,693			(8,443		)
Less: reclassification adjustment for net gains included in net income (included in gains on available-for-sale debt securities, net)	(59		)	(116		)	(214		)	(171		)
Net unrealized gains (losses)	9,871			(2,406		)	18,479			(8,614		)
Income tax (expense) benefit related to net unrealized holding gains (losses) on debt securities	(2,779		)	640			(5,232		)	2,369
Income tax benefit related to reclassification adjustment for gains included in net income	17			33			60			48
Other comprehensive income (loss), net of tax	7,109			(1,733		)	13,307			(6,197		)
Comprehensive income	$	15,313		$	8,879		$	30,282		$	14,859

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three Months Ended June 30, 2019 and 2018

(Unaudited) (In thousands, except share data)





	Common Stock
	Shares Outstanding		Par Value		Additional Paid-in Capital			Unallocated Common Stock Held by the Employee Stock Ownership Plan			Retained Earnings			Accumulated Other Comprehensive Income (loss) Net of tax			Treasury Stock			Total Stockholders' Equity
Balance at March 31, 2018	49,126,879		$	609	$	546,844		$	(21,992	)	$	286,942		$	(9,915	)	$	(159,670	)	$	642,818
Net income											10,612									10,612
Other comprehensive loss, net of tax														(1,733		)				(1,733		)
ESOP shares allocated or committed to be released					247			255												502
Stock compensation expense					1,344															1,344
Forfeitures of restricted stock	(1,160	)			15												(15		)	—
Exercise of stock options, net	355,870				(4,046		)										4,812			766
Cash dividends declared and paid ($0.10 per common share)											(4,654		)							(4,654		)
Balance at June 30, 2018	49,481,589		$	609	$	544,404		$	(21,737	)	$	292,900		$	(11,648	)	$	(154,873	)	$	649,655

Balance at March 31, 2019	49,773,796		$	609	$	546,861		$	(20,743	)	$	306,588		$	(2,949	)	$	(150,926	)	$	679,440
Net income											8,204									8,204
Other comprehensive income, net of tax														7,109						7,109
ESOP shares allocated or committed to be released					205			252												457
Stock compensation expense					1,112															1,112
Forfeitures of restricted stock	(8,000	)			118												(118		)	—
Exercise of stock options, net	9,838				(99		)										133			34
Cash dividends declared and paid ($0.11 per common share)											(5,198		)							(5,198		)
Treasury stock (average cost of $15.16 per share)	(663,495	)															(10,065		)	(10,065		)
Balance at June 30, 2019	49,112,139		$	609	$	548,197		$	(20,491	)	$	309,594		$	4,160		$	(160,976	)	$	681,093

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2019 and 2018

(Unaudited) (In thousands, except share data)





	Common Stock
	Shares Outstanding		Par Value		Additional Paid-in Capital			Unallocated Common Stock Held by the Employee Stock Ownership Plan			Retained Earnings			Accumulated Other Comprehensive Income (loss) Net of tax			Treasury Stock			Total Stockholders' Equity
Balance at December 31, 2017	48,803,885		$	609	$	548,864		$	(22,244	)	$	281,138		$	(5,451	)	$	(164,039	)	$	638,877
Net income											21,056									21,056
Other comprehensive loss, net of tax														(6,197		)				(6,197		)
ESOP shares allocated or committed to be released					498			507												1,005
Stock compensation expense					2,717															2,717
Forfeitures of restricted stock	(1,760	)			23												(23		)	—
Exercise of stock options, net	679,464				(7,698		)										9,189			1,491
Cash dividends declared and paid ($0.20 per common share)											(9,294		)							(9,294		)
Balance at June 30, 2018	49,481,589		$	609	$	544,404		$	(21,737	)	$	292,900		$	(11,648	)	$	(154,873	)	$	649,655

Balance at December 31, 2018	49,635,673		$	609	$	546,219		$	(20,992	)	$	302,544		$	(9,147	)	$	(152,794	)	$	666,439
Net income											16,975									16,975
Other comprehensive income, net of tax														13,307						13,307
ESOP shares allocated or committed to be released					392			501												893
Stock compensation expense					2,440															2,440
Forfeitures of restricted stock	(8,000	)			118												(118		)	—
Exercise of stock options, net	147,961				(972		)										2,001			1,029
Cash dividends declared and paid ($0.21 per common share)											(9,925		)							(9,925		)
Treasury stock (average cost of $15.16 per share)	(663,495	)															(10,065		)	(10,065		)
Balance at June 30, 2019	49,112,139		$	609	$	548,197		$	(20,491	)	$	309,594		$	4,160		$	(160,976	)	$	681,093

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (In thousands)



	Six Months Ended June 30,
	2019			2018

Net income	$	16,975		$	21,056
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	550			704
ESOP and stock compensation expense	3,333			3,722
Depreciation	1,542			1,529
Amortization of premiums, and deferred loan costs, net of (accretion) of discounts, and deferred loan fees	2,034			1,223
Amortization of intangible assets	136			166
Amortization of operating lease right-of-use assets	2,196			—
Accretion of operating lease liabilities	820			—
Income on bank owned life insurance	(1,804		)	(1,868		)
Gains on available-for-sale debt securities, net	(214		)	(171		)
Gains on trading securities, net	(1,429		)	(302		)
Net sales (purchases) of trading securities	183			(268		)
Increase in accrued interest receivable	(1,157		)	(700		)
(Increase) decrease in other assets	(3,277		)	1,283
Decrease in accrued expenses and other liabilities	(3,828		)	(336		)
Net cash provided by operating activities	16,060			26,038
Cash flows from investing activities:
Net increase in loans receivable	(53,140		)	(42,409		)
Purchase of loans	(41,527		)	(37,593		)
Purchases of Federal Home Loan Bank of New York stock	(14,291		)	(14,045		)
Redemptions of Federal Home Loan Bank of New York stock	4,478			11,373
Purchases of debt securities available-for-sale	(366,902		)	(206,709		)
Purchases of equity securities	(1,048		)	—
Principal payments and maturities on debt securities available-for-sale	108,361			56,699
Principal payments and maturities on debt securities held-to-maturity	607			103
Proceeds from sale of debt securities available-for-sale	34,442			29,608
Proceeds from bank owned life insurance	—			174
Purchases and improvements of premises and equipment	(1,637		)	(841		)
Net cash used in investing activities	(330,657		)	(203,640		)
Cash flows from financing activities:
Net increase in deposits	13,679			130,302
Dividends paid	(9,925		)	(9,294		)
Exercise of stock options	1,029			1,491
Purchase of treasury stock	(10,065		)	—
Increase in advance payments by borrowers for taxes and insurance	2,810			3,211
Repayments under capital lease obligations	(44		)	(124		)
Proceeds from securities sold under agreements to repurchase and other borrowings	349,760			415,545
Repayments related to securities sold under agreements to repurchase and other borrowings	(63,502		)	(362,635		)
Net cash provided by financing activities	283,742			178,496
Net (decrease) increase in cash and cash equivalents	(30,855		)	894
Cash and cash equivalents at beginning of period	77,762			57,839
Cash and cash equivalents at end of period	$	46,907		$	58,733

See accompanying notes to unaudited consolidated financial statements.

Table of Contents



NORTHFIELD BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued) (Unaudited) (In thousands)
	Six Months Ended June 30,
	2019		2018
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	24,930	$	15,222
Income taxes	5,732		4,747
Non-cash transactions:
Loans charge-offs, net	215		(18		)
Initial recognition of operating lease right-of use assets	43,560		—
Initial recognition of operating lease liabilities	47,328		—

See accompanying notes to unaudited consolidated financial statements.

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 six months ended June 30, 2019 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2019 or for any other period. 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, estimated cash flows of our purchased credit-impaired (“PCI”) loans and income taxes. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual amounts or results could differ significantly from those estimates.

Certain information and note disclosures usually included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for the preparation of interim financial statements. The consolidated financial statements presented should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2018, of the Company as filed with the SEC.

Note 2 – Debt Securities Available-for-Sale

The following is a comparative summary of mortgage-backed and other debt securities available-for-sale at June 30, 2019, and December 31, 2018 (in thousands):



	June 30, 2019
			Gross		Gross		Estimated
	Amortized		unrealized		unrealized		fair
	cost		gains		losses		value
Mortgage-backed securities:
Pass-through certificates:
Government sponsored enterprises (GSE)	$	379,322	$	5,749	$	937	$	384,134
Real estate mortgage investment conduits (REMICs):
GSE	460,990		2,308		2,601		460,697
Non-GSE	56		—		1		55
	840,368		8,057		3,539		844,886
Other debt securities:
Municipal bonds	270		3		—		273
Corporate bonds	203,313		1,278		90		204,501
	203,583		1,281		90		204,774
Total debt securities available-for-sale	$	1,043,951	$	9,338	$	3,629	$	1,049,660

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	December 31, 2018
			Gross		Gross		Estimated
	Amortized		unrealized		unrealized		fair
	cost		gains		losses		value
Mortgage-backed securities:
Pass-through certificates:
GSE	$	317,530	$	800	$	3,542	$	314,788
REMICs:
GSE	258,050		92		7,979		250,163
Non-GSE	59		—		1		58
	575,639		892		11,522		565,009
Other debt securities:
Municipal bonds	270		3		—		273
Corporate bonds	244,892		72		2,215		242,749
	245,162		75		2,215		243,022
Total debt securities available-for-sale	$	820,801	$	967	$	13,737	$	808,031

The following is a summary of the expected maturity distribution of debt securities available-for-sale, other than mortgage-backed securities, at June 30, 2019 (in thousands):



Available-for-sale	Amortized cost		Estimated fair value
Due in one year or less	$	59,847	$	60,136
Due after one year through five years	138,799		139,708
Due after five years through ten years	4,937		4,930
	$	203,583	$	204,774

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

Certain debt securities available-for-sale are pledged or encumbered to secure borrowings under Pledge Agreements and Repurchase Agreements and for other purposes required by law. At June 30, 2019, the fair value of debt securities available-for-sale that were pledged to secure borrowings and deposits was $553.3 million.

For the three and six months ended June 30, 2019, the Company had gross proceeds of $5.2 million and $34.4 million, respectively, on sales of debt securities available-for-sale, with gross realized gains of $59,000 and $214,000, respectively, and no gross realized losses. For the three months and six months ended June 30, 2018, the Company had gross proceeds of $10.1 million and $29.6 million, respectively, on sales of debt securities available-for-sale, with gross realized gains of $116,000 and $176,000, respectively, and gross realized losses of $0 and $5,000, respectively. The Company recognized net gains of $343,000 and $1.4 million on its trading securities portfolio during the three and six months ended June 30, 2019, respectively, and net gains of $197,000 and $302,000, during the three and six months ended June 30, 2018, respectively.

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Gross unrealized losses on mortgage-backed and other debt securities 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 June 30, 2019, and December 31, 2018, were as follows (in thousands):



	June 30, 2019
	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	$	7	$	3,302	$	930	$	63,707	$	937	$	67,009
REMICs:
GSE	32		96,899		2,569		123,353		2,601		220,252
Non-GSE	—		—		1		55		1		55
Other debt securities:
Corporate bonds	30		24,024		60		19,977		90		44,001
Total	$	69	$	124,225	$	3,560	$	207,092	$	3,629	$	331,317



	December 31, 2018
	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	$	404	$	82,781	$	3,138	$	100,109	$	3,542	$	182,890
REMICs:
GSE	269		46,921		7,710		181,512		7,979		228,433
Non-GSE	—		—		1		58		1		58
Other debt securities:
Corporate bonds	1,703		173,219		512		25,675		2,215		198,894
Total	$	2,376	$	302,921	$	11,361	$	307,354	$	13,737	$	610,275

The Company held 38 pass-through mortgage-backed securities issued or guaranteed by GSEs, 34 REMIC mortgage-backed securities issued or guaranteed by GSEs, one REMIC mortgage-backed security not issued or guaranteed by a GSE, and four corporate bonds that were in a continuous unrealized loss position of twelve months or greater at June 30, 2019. There were two pass-through mortgage-backed securities issued or guaranteed by GSEs, nine REMIC mortgage-backed security issued or guaranteed by a GSE, and four corporate bonds that were in an unrealized loss position of less than twelve months at June 30, 2019. All securities referred to above were rated investment grade at June 30, 2019. Management evaluated these securities and concluded that the declines in fair 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 debt securities available-for-sale 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. The Company did not recognize any other-than-temporary impairment charges during the three and six months ended June 30, 2019, or June 30, 2018.

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Note 3 – Debt Securities Held-to-Maturity

The following is a summary of debt securities held-to-maturity at June 30, 2019, and December 31, 2018 (in thousands):



	June 30, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Mortgage-backed securities:
Pass-through certificates:
GSEs	$	8,872	$	47	$	42	$	8,877
Total securities held-to-maturity	$	8,872	$	47	$	42	$	8,877



	December 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Mortgage-backed securities:
Pass-through certificates:
GSEs	$	9,505	$	—	$	256	$	9,249
Total securities held-to-maturity	$	9,505	$	—	$	256	$	9,249

Contractual maturities for mortgage-backed securities are not presented, as expected maturities on mortgage‑backed securities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties. There were no sales of held-to-maturity securities for the six months ended June 30, 2019, or June 30, 2018.

At June 30, 2019, debt securities held-to-maturity with a carrying value of $6.1 million were pledged to secure borrowings and deposits.

Gross unrealized losses on mortgage-backed securities held-to-maturity, 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 June 30, 2019 and December 31, 2018, were as follows (in thousands):



	June 30, 2019
	Less than 12 months				12 months or more				Total
	Unrealized losses		Estimated fair value		Unrealized losses		Estimated fair value		Unrealized losses		Estimated fair value
Mortgage-backed securities:
Pass-through certificates:
GSEs	$	—	$	—	$	42	$	3,746	$	42	$	3,746
Total securities held-to-maturity	$	—	$	—	$	42	$	3,746	$	42	$	3,746



	December 31, 2018
	Less than 12 months				12 months or more				Total
	Unrealized losses		Estimated fair value		Unrealized losses		Estimated fair value		Unrealized losses		Estimated fair value
Mortgage-backed securities:
Pass-through certificates:
GSEs	$	34	$	2,133	$	222	$	7,116	$	256	$	9,249
Total securities held-to-maturity	$	34	$	2,133	$	222	$	7,116	$	256	$	9,249

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The Company held three pass-through mortgage-backed securities held-to-maturity, issued or guaranteed by GSEs, that were in a continuous unrealized loss position of greater than twelve months at June 30, 2019. Management evaluated these securities and concluded that the declines in fair 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 debt securities held-to-maturity could decline in the future if the underlying performance of the collateral for the collateralized mortgage obligations or other securities deteriorates and our credit enhancement levels do not provide sufficient protections to our contractual principal and interest. As a result, there is a risk that significant other-than-temporary impairments may occur in the future given the current economic environment. The Company did not recognize any other-than-temporary impairment charges in earnings on securities held-to-maturity during the three and six months ended June 30, 2019, or June 30, 2018.

Note 4 – Equity Securities

At June 30, 2019, and December 31, 2018, equity securities totaled $2.3 million and $1.3 million, respectively. Equity securities consist of money market mutual funds, recorded at fair value of $269,000 and $237,000, at June 30, 2019, and December 31, 2018, respectively, and an investment in a private Small Business Administration (“SBA”) Loan Fund recorded at net asset value of $2.1 million at June 30, 2019, and $1.0 million at December 31, 2018. As the SBA Loan Fund operates as a private fund, its shares are not publicly traded and therefore have no readily determinable market value. The investment in the fund is recorded at net asset value as a practical expedient for reporting fair value.

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Note 5 – Loans

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



	June 30,			December 31,
	2019			2018
Real estate loans:
Multifamily	$	2,029,205		$	1,930,535
Commercial mortgage	511,711			499,311
One-to-four family residential mortgage	88,713			91,371
Home equity and lines of credit	85,506			78,593
Construction and land	33,557			26,552
Total real estate loans	2,748,692			2,626,362
Commercial and industrial loans	42,660			44,104
Other loans	2,028			1,519
Total commercial and industrial and other loans	44,688			45,623
Deferred loan cost, net	7,436			6,892
Originated loans held-for-investment, net	2,800,816			2,678,877
PCI Loans	18,077			20,143
Loans acquired:
One-to-four family residential mortgage	229,941			225,877
Multifamily	131,628			145,485
Commercial mortgage	125,599			133,263
Home equity and lines of credit	14,390			17,583
Construction and land	8,381			12,003
Total acquired real estate loans	509,939			534,211
Commercial and industrial loans	9,942			11,933
Other loans	4			6
Total loans acquired, net	519,885			546,150
Loans held-for-investment, net	3,338,778			3,245,170
Allowance for loan losses	(27,832		)	(27,497		)
Net loans held-for-investment	$	3,310,946		$	3,217,673

There were no loans held-for-sale at June 30, 2019, or December 31, 2018.

PCI loans totaled $18.1 million at June 30, 2019, as compared to $20.1 million at December 31, 2018. The majority of the PCI loan balance is attributable to those loans acquired as part of a Federal Deposit Insurance Corporation-assisted transaction. The Company accounts for PCI loans utilizing U.S. GAAP applicable to loans acquired with deteriorated credit quality. At June 30, 2019, PCI loans consist of approximately 29% commercial real estate loans and 45% commercial and industrial loans, with the remaining balance in residential and home equity loans. At December 31, 2018, PCI loans consist of approximately 27% commercial real estate loans and 50% commercial and industrial loans, with the remaining balance in residential and home equity loans.

The following table details the accretion of interest income for PCI loans for the three and six months ended June 30, 2019 and June 30, 2018 (in thousands):



	At or for the three months ended June 30,						At or for the six months ended June 30,
	2019			2018			2019			2018
Balance at the beginning of period	$	20,797		$	23,412		$	21,846		$	24,502
Accretion into interest income	(1,003		)	(1,026		)	(2,052		)	(2,116		)
Balance at end of period	$	19,794		$	22,386		$	19,794		$	22,386

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 three and six months ended June 30, 2019, and June 30, 2018 (in thousands):



	Three Months Ended June 30, 2019
	Real Estate
	Commercial			One-to-Four Family			Construction and Land		Multifamily		Home Equity and Lines of Credit		Commercial and Industrial			Other			Originated Loans Total			Purchased Credit-Impaired		Acquired Loans			Total
Allowance for loan losses:
Beginning balance	$	5,382		$	370		$	574	$	18,346	$	336	$	1,376		$	92		$	26,476		$	1,010	$	—		$	27,486
Charge-offs	—			—			—		—		—		(57		)	(123		)	(180		)	—		(53		)	(233		)
Recoveries	13			72			—		—		—		—			1			86			—		2			88
Provisions (credit)	(64		)	(208		)	10		38		81		272			176			305			—		186			491
Ending balance	$	5,331		$	234		$	584	$	18,384	$	417	$	1,591		$	146		$	26,687		$	1,010	$	135		$	27,832



	Three Months Ended June 30, 2018
	Real Estate
	Commercial		One-to-Four Family			Construction and Land			Multifamily		Home Equity and Lines of Credit		Commercial and Industrial		Other			Originated Loans Total		Purchased Credit-Impaired		Acquired Loans			Total
Allowance for loan losses:
Beginning balance	$	5,213	$	455		$	463		$	17,412	$	225	$	1,337	$	113		$	25,218	$	951	$	3		$	26,172
Charge-offs	—		—			—			—		—		—		—			—		—		—			—
Recoveries	12		—			—			26		—		—		—			38		—		2			40
Provisions (credit)	493		(71		)	(25		)	165		54		65		(6		)	675		—		(5		)	670
Ending balance	$	5,718	$	384		$	438		$	17,603	$	279	$	1,402	$	107		$	25,931	$	951	$	—		$	26,882

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	Six Months Ended June 30, 2019
	Real Estate
	Commercial			One-to-Four Family			Construction and Land		Multifamily		Home Equity and Lines of Credit		Commercial and Industrial			Other			Originated Loans Total			Purchased Credit-Impaired		Acquired Loans			Total
Allowance for loan losses:
Beginning balance	$	5,630		$	342		$	463	$	18,084	$	291	$	1,569		$	108		$	26,487		$	1,010	$	—		$	27,497
Charge-offs	(6		)	—			—		—		—		(83		)	(123		)	(212		)	—		(112		)	(324		)
Recoveries	25			72			—		—		—		—			1			98			—		11			109
Provisions/(credit)	(318		)	(180		)	121		300		126		105			160			314			—		236			550
Ending balance	$	5,331		$	234		$	584	$	18,384	$	417	$	1,591		$	146		$	26,687		$	1,010	$	135		$	27,832



	Six Months Ended June 30, 2018
	Real Estate
	Commercial			One-to-Four Family			Construction and Land			Multifamily		Home Equity and Lines of Credit			Commercial and Industrial		Other		Originated Loans Total			Purchased Credit-Impaired		Acquired Loans			Total
Allowance for loan losses:
Beginning balance	$	5,196		$	503		$	610		$	17,374	$	122		$	1,273	$	94	$	25,172		$	951	$	37		$	26,160
Charge-offs	(3		)	—			—			—		(60		)	—		—		(63		)	—		(1		)	(64		)
Recoveries	28			—			—			26		—			20		—		74			—		8			82
Provisions/(credit)	497			(119		)	(172		)	203		217			109		13		748			—		(44		)	704
Ending balance	$	5,718		$	384		$	438		$	17,603	$	279		$	1,402	$	107	$	25,931		$	951	$	—		$	26,882

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables detail the amount of loans receivable held-for-investment, net of deferred loan fees and costs, that are evaluated individually, and collectively, for impairment, and the related portion of the allowance for loan losses that is allocated to each loan portfolio segment, at June 30, 2019, and December 31, 2018 (in thousands):



	June 30, 2019
	Real Estate
	Commercial		One-to-Four Family		Construction and Land		Multifamily		Home Equity and Lines of Credit		Commercial and Industrial		Other		Originated Loans Total		Purchased Credit-Impaired		Acquired Loans		Total
Allowance for loan losses:
Ending balance: individually evaluated for impairment	$	104	$	1	$	—	$	—	$	8	$	4	$	—	$	117	$	—	$	135	$	252
Ending balance: collectively evaluated for impairment	$	5,227	$	233	$	584	$	18,384	$	409	$	1,587	$	146	$	26,570	$	1,010	$	—	$	27,580
Loans, net:
Ending balance	$	512,308	$	90,232	$	33,573	$	2,032,518	$	87,389	$	42,768	$	2,028	$	2,800,816	$	18,077	$	519,885	$	3,338,778
Ending balance: individually evaluated for impairment	$	14,362	$	1,854	$	—	$	1,007	$	58	$	65	$	—	$	17,346	$	—	$	4,949	$	22,295
Ending balance: collectively evaluated for impairment	$	497,946	$	88,378	$	33,573	$	2,031,511	$	87,331	$	42,703	$	2,028	$	2,783,470	$	18,077	$	514,936	$	3,316,483



	December 31, 2018
	Real Estate
	Commercial		One-to-Four Family		Construction and Land		Multifamily		Home Equity and Lines of Credit		Commercial and Industrial		Other		Originated Loans Total		Purchased Credit-Impaired		Acquired Loans		Total
Allowance for loan losses:
Ending balance: individually evaluated for impairment	$	—	$	18	$	—	$	—	$	5	$	3	$	—	$	26	$	—	$	—	$	26
Ending balance: collectively evaluated for impairment	$	5,630	$	324	$	463	$	18,084	$	286	$	1,566	$	108	$	26,461	$	1,010	$	—	$	27,471
Loans, net:
Ending balance	$	499,860	$	92,433	$	26,613	$	1,933,946	$	80,315	$	44,190	$	1,520	$	2,678,877	$	20,143	$	546,150	$	3,245,170
Ending balance: individually evaluated for impairment	$	15,252	$	1,893	$	—	$	1,268	$	61	$	73	$	—	$	18,547	$	—	$	3,782	$	22,329
Ending balance: collectively evaluated for impairment	$	484,608	$	90,540	$	26,613	$	1,932,678	$	80,254	$	44,117	$	1,520	$	2,660,330	$	20,143	$	542,368	$	3,222,841

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

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

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

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


1.	Strong


2.	Good


3.	Acceptable


4.	Adequate


5.	Watch


6.	Special Mention


7.	Substandard


8.	Doubtful


9.	Loss

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

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 June 30, 2019, and December 31, 2018 (in thousands):



	At June 30, 2019
	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	$	204,081	$	1,822,249	$	84,114	$	417,164	$	54,093	$	33,994	$	33,573	$	87,107	$	42,301	$	2,028	$	2,780,704
Special Mention	—		903		387		1,114		732		—		—		26		380		—		3,542
Substandard	—		5,285		—		9,529		1,079		334		—		256		87		—		16,570
Originated loans held-for-investment, net	$	204,081	$	1,828,437	$	84,501	$	427,807	$	55,904	$	34,328	$	33,573	$	87,389	$	42,768	$	2,028	$	2,800,816



	At December 31, 2018
	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	$	170,832	$	1,756,882	$	78,917	$	409,155	$	54,912	$	34,808	$	26,613	$	80,077	$	43,640	$	1,520	$	2,657,356
Special Mention	—		613		395		1,137		747		—		—		27		430		—		3,349
Substandard	—		5,619		—		10,256		1,406		560		—		211		120		—		18,172
Originated loans held-for-investment, net	$	170,832	$	1,763,114	$	79,312	$	420,548	$	57,065	$	35,368	$	26,613	$	80,315	$	44,190	$	1,520	$	2,678,877

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Included in loans receivable are loans for which the accrual of interest income has been discontinued due to deterioration in the financial condition of the borrowers. The recorded investment of these non-accrual loans was $10.9 million and $9.2 million at June 30, 2019, and December 31, 2018, respectively. Generally, loans are placed on non-accrual status when they become 90 days or more delinquent, or sooner if considered appropriate by management, and remain on non-accrual status until they are brought current, have six consecutive months of performance under the loan terms, and factors indicating reasonable doubt about the timely collection of payments no longer exist. Therefore, loans may be current in accordance with their loan terms, or may be less than 90 days delinquent and still be on a non-accruing status.

These non-accrual amounts included loans deemed to be impaired of $7.8 million and $5.9 million at June 30, 2019, and December 31, 2018, 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 $3.1 million at June 30, 2019 and $3.2 million at December 31, 2018. There were no non-accrual loans held-for-sale at both June 30, 2019 and December 31, 2018. Loans past due 90 days or more and still accruing interest were $26,000 at June 30, 2019 and $33,000 at December 31, 2018, and consisted of loans that are considered well-secured and in the process of collection.

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables set forth the detail, and delinquency status, of non-performing loans (non-accrual loans and loans past due 90 days or more and still accruing), net of deferred fees and costs, at June 30, 2019, and December 31, 2018, excluding PCI loans which have been segregated into pools. For PCI loans, each loan pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows (in thousands):



	June 30, 2019
	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	$	—	$	—	$	3,548	$	3,548	$	—	$	3,548
Total commercial	—		—		3,548		3,548		—		3,548
One-to-four family residential
LTV < 60%
Substandard	192		—		308		500		—		500
Total	192		—		308		500		—		500
LTV => 60%
Substandard	—		—		31		31		—		31
Total one-to-four family residential	192		—		339		531		—		531
Home equity and lines of credit
Substandard	70		—		52		122		—		122
Total home equity and lines of credit	70		—		52		122		—		122
Total non-performing loans held-for-investment, originated	262		—		3,939		4,201		—		4,201
Loans acquired:
Real estate loans:
Commercial
LTV < 35%
Substandard	83		—		191		274		—		274
LTV => 35%
Substandard	3,571		1,308		533		5,412		—		5,412
Total commercial	3,654		1,308		724		5,686		—		5,686
One-to-four family residential
LTV < 60%
Substandard	—		194		85		279		6		285
LTV => 60%
Substandard	123		—		93		216		—		216
Total one-to-four family residential	123		194		178		495		6		501
Multifamily
LTV < 35%
Substandard	41		—		—		41		—		41
LTV => 35%
Substandard	—		406		—		406		—		406
Total multifamily	41		406		—		447		—		447
Home equity and lines of credit
Substandard	—		—		28		28		20		48
Total home equity and lines of credit	—		—		28		28		20		48
Total non-performing loans acquired	3,818		1,908		930		6,656		26		6,682
Total non-performing loans	$	4,080	$	1,908	$	4,869	$	10,857	$	26	$	10,883

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	December 31, 2018
	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	$	—	$	287	$	2,588	$	2,875	$	—	$	2,875
Total commercial	—		287		2,588		2,875		—		2,875
One-to-four family residential
LTV < 60%
Substandard	—		432		77		509		—		509
LTV => 60%
Substandard	—		32		—		32		—		32
Total one-to-four family residential	—		464		77		541		—		541
Home equity and lines of credit
Substandard	75		—		—		75		—		75
Total home equity and lines of credit	75		—		—		75		—		75
Commercial and industrial loans
Substandard	—		—		25		25		—		25
Total commercial and industrial loans	—		—		25		25		—		25
Total non-performing loans held-for-investment, originated	75		751		2,690		3,516		—		3,516
Loans acquired:
Real estate loans:
Commercial
LTV < 35%
Substandard	87		—		194		281		—		281
LTV => 35%
Substandard	—		764		3,371		4,135		—		4,135
Total commercial	87		764		3,565		4,416		—		4,416
One-to-four family residential
LTV < 60%
Substandard	—		199		169		368		6		374
LTV => 60%
Substandard	126		—		93		219		27		246
Total one-to-four family residential	126		199		262		587		33		620
Multifamily
LTV < 35%
Substandard	152		—		—		152		—		152
LTV => 35%
Substandard	—		414		—		414		—		414
Total multifamily	152		414		—		566		—		566
Home equity and lines of credit
Substandard	—		—		77		77		—		77
Total home equity and lines of credit	—		—		77		77		—		77
Total non-performing loans acquired	365		1,377		3,904		5,646		33		5,679
Total non-performing loans	$	440	$	2,128	$	6,594	$	9,162	$	33	$	9,195

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 June 30, 2019, and December 31, 2018 (in thousands):



	June 30, 2019
	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	$	83,891	$	223	$	84,114	$	—	$	84,114
Special Mention	—		387		387		—		387
Total	83,891		610		84,501		—		84,501
LTV => 35%
Pass	417,164		—		417,164		—		417,164
Special Mention	1,114		—		1,114		—		1,114
Substandard	5,981		—		5,981		3,548		9,529
Total	424,259		—		424,259		3,548		427,807
Total commercial	508,150		610		508,760		3,548		512,308
One-to-four family residential
LTV < 60%
Pass	53,781		312		54,093		—		54,093
Special Mention	85		647		732		—		732
Substandard	579		—		579		500		1,079
Total	54,445		959		55,404		500		55,904
LTV => 60%
Pass	33,766		228		33,994		—		33,994
Substandard	303		—		303		31		334
Total	34,069		228		34,297		31		34,328
Total one-to-four family residential	88,514		1,187		89,701		531		90,232
Construction and land
Pass	33,573		—		33,573		—		33,573
Total construction and land	33,573		—		33,573		—		33,573
Multifamily
LTV < 35%
Pass	204,081		—		204,081		—		204,081
Total	204,081		—		204,081		—		204,081
LTV => 35%
Pass	1,822,249		—		1,822,249		—		1,822,249
Special Mention	903		—		903		—		903
Substandard	5,285		—		5,285		—		5,285
Total	1,828,437		—		1,828,437		—		1,828,437
Total multifamily	2,032,518		—		2,032,518		—		2,032,518
Home equity and lines of credit
Pass	87,107		—		87,107		—		87,107
Special Mention	26		—		26		—		26
Substandard	134		—		134		122		256
Total home equity and lines of credit	87,267		—		87,267		122		87,389
Commercial and industrial
Pass	42,096		205		42,301		—		42,301
Special Mention	380		—		380		—		380
Substandard	87		—		87		—		87
Total commercial and industrial	42,563		205		42,768		—		42,768

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	June 30, 2019
	Performing (Accruing) Loans (Continued)
	0-29 Days Past Due		30-89 Days Past Due		Total		Non-Performing Loans		Total Loans Receivable, net
Other loans - Pass	2,021		7		2,028		—		2,028
Total originated loans held-for-investment	2,794,606		2,009		2,796,615		4,201		2,800,816
Acquired loans:
Real estate loans:
One-to-four family residential
LTV < 60%
Pass	212,479		611		213,090		—		213,090
Special Mention	—		—		—		—		—
Substandard	6		—		6		285		291
Total	212,485		611		213,096		285		213,381
LTV => 60%
Pass	16,344		—		16,344		—		16,344
Substandard	—		—		—		216		216
Total	16,344		—		16,344		216		16,560
Total one-to-four family residential	228,829		611		229,440		501		229,941
Commercial
LTV < 35%
Pass	38,945		106		39,051		—		39,051
Special Mention	1,076		—		1,076		—		1,076
Substandard	1,168		258		1,426		274		1,700
Total	41,189		364		41,553		274		41,827
LTV => 35%
Pass	67,605		54		67,659		—		67,659
Special Mention	3,307		125		3,432		—		3,432
Substandard	6,185		1,084		7,269		5,412		12,681
Total	77,097		1,263		78,360		5,412		83,772
Total commercial	118,286		1,627		119,913		5,686		125,599
Construction and land
Pass	8,381		—		8,381		—		8,381
Total construction and land	8,381		—		8,381		—		8,381
Multifamily
LTV < 35%
Pass	127,121		—		127,121		—		127,121
Special Mention	13		—		13		—		13
Substandard	—		—		—		41		41
Total	127,134		—		127,134		41		127,175
LTV => 35%
Pass	4,048		—		4,048		—		4,048
Substandard	—		—		—		405		405
Total	4,048		—		4,048		405		4,453
Total multifamily	131,182		—		131,182		446		131,628
Home equity and lines of credit
Pass	14,265		—		14,265		—		14,265
Substandard	76		—		76		49		125
Total home equity and lines of credit	14,341		—		14,341		49		14,390
Commercial and industrial
Pass	9,899		43		9,942		—		9,942
Total commercial and industrial	9,899		43		9,942		—		9,942
Other loans - Pass	4		—		4		—		4
Total loans acquired	510,922		2,281		513,203		6,682		519,885
	$	3,305,528	$	4,290	$	3,309,818	$	10,883	$	3,320,701

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	December 31, 2018
	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	$	78,699	$	218	$	78,917	—		$	78,917
Special Mention	—		395		395		—		395
Total	78,699		613		79,312		—		79,312
LTV => 35%
Pass	408,830		325		409,155		—		409,155
Special Mention	1,137		—		1,137		—		1,137
Substandard	7,381		—		7,381		2,875		10,256
Total	417,348		325		417,673		2,875		420,548
Total commercial	496,047		938		496,985		2,875		499,860
One-to-four family residential
LTV < 60%
Pass	54,576		336		54,912		—		54,912
Special Mention	—		747		747		—		747
Substandard	896		—		896		510		1,406
Total	55,472		1,083		56,555		510		57,065
LTV => 60%
Pass	34,576		232		34,808		—		34,808
Substandard	528		—		528		32		560
Total	35,104		232		35,336		32		35,368
Total one-to-four family residential	90,576		1,315		91,891		542		92,433
Construction and land
Pass	26,613		—		26,613		—		26,613
Total construction and land	26,613		—		26,613		—		26,613
Multifamily
LTV < 35%
Pass	170,534		298		170,832		—		170,832
Total	170,534		298		170,832		—		170,832
LTV => 35%
Pass	1,756,443		439		1,756,882		—		1,756,882
Special Mention	613		—		613		—		613
Substandard	4,390		1,229		5,619		—		5,619
Total	1,761,446		1,668		1,763,114		—		1,763,114
Total multifamily	1,931,980		1,966		1,933,946		—		1,933,946
Home equity and lines of credit
Pass	80,077		—		80,077		—		80,077
Special Mention	27		—		27		—		27
Substandard	137		—		137		74		211
Total home equity and lines of credit	80,241		—		80,241		74		80,315
Commercial and industrial loans
Pass	43,640		—		43,640		—		43,640
Special Mention	430		—		430		—		430
Substandard	95		—		95		25		120
Total commercial and industrial loans	44,165		—		44,165		25		44,190
Other loans - Pass	1,518		2		1,520		—		1,520
Total originated loans held-for-investment	$	2,671,140	$	4,221	$	2,675,361	$	3,516	$	2,678,877

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	December 31, 2018
	Performing (Accruing) Loans
	0-29 Days Past Due		30-89 Days Past Due		Total		Non-Performing Loans		Total Loans Receivable, net
Loans Acquired
Real estate loans:
One-to-four family residential
LTV < 60%
Pass	202,471		2,799		205,270		—		205,270
Special Mention	415		—		415		—		415
Substandard	62		6		68		374		442
Total	202,948		2,805		205,753		374		206,127
LTV => 60%
Pass	19,504		—		19,504		—		19,504
Substandard	—		—		—		246		246
Total	19,504		—		19,504		246		19,750
Total one-to-four family residential	222,452		2,805		225,257		620		225,877
Commercial
LTV < 35%
Pass	41,071		—		41,071		—		41,071
Special Mention	1,079		—		1,079		—		1,079
Substandard	1,185		151		1,336		281		1,617
Total	43,335		151		43,486		281		43,767
LTV => 35%
Pass	73,986		749		74,735		—		74,735
Special Mention	4,315		128		4,443		—		4,443
Substandard	5,772		411		6,183		4,135		10,318
Total	84,073		1,288		85,361		4,135		89,496
Total commercial	127,408		1,439		128,847		4,416		133,263
Construction and land
Pass	12,003		—		12,003		—		12,003
Total construction and land	12,003		—		12,003		—		12,003
Multifamily
LTV < 35%
Pass	137,141		—		137,141		—		137,141
Special Mention	—		52		52		—		52
Substandard	—		—		—		152		152
Total	137,141		52		137,193		152		137,345
LTV => 35%
Pass	7,726		—		7,726		—		7,726
Substandard	—		—		—		414		414
Total	7,726		—		7,726		414		8,140
Total multifamily	144,867		52		144,919		566		145,485
Home equity and lines of credit
Pass	17,427		—		17,427		—		17,427
Substandard	79		—		79		77		156
Total home equity and lines of credit	17,506		—		17,506		77		17,583
Commercial and industrial loans
Pass	11,888		45		11,933		—		11,933
Total commercial and industrial loans	11,888		45		11,933		—		11,933
Other	6		—		6		—		6
Total loans acquired	536,130		4,341		540,471		5,679		546,150
	$	3,207,270	$	8,562	$	3,215,832	$	9,195	$	3,225,027

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following table summarizes originated and acquired impaired loans as of June 30, 2019, and December 31, 2018 (in thousands):



	June 30, 2019							December 31, 2018
	Recorded Investment		Unpaid Principal Balance		Related Allowance			Recorded Investment		Unpaid Principal Balance		Related Allowance
With No Allowance Recorded:
Real estate loans:
Commercial
LTV < 35%
Substandard	$	—	$	139	$	—		$	—	$	139	$	—
LTV => 35%
Pass	5,758		6,644		—			5,931		6,817		—
Substandard	10,910		11,727		—			12,160		15,028		—
One-to-four family residential
LTV < 60%
Pass	1,803		1,882		—			1,532		1,606		—
Substandard	237		237		—			241		241		—
LTV => 60%
Pass	125		156		—			129		158		—
Substandard	123		275		—			126		278		—
Multifamily
LTV < 35%
Substandard	41		41		—			152		152		—
LTV => 35%
Pass	32		503		—			38		509		—
Substandard	975		975		—			1,229		1,229		—
Home equity and lines of credit
Pass	25		25		—			28		28		—
Commercial and industrial loans
Substandard	45		115		—			52		119		—
With a Related Allowance Recorded:
Real estate loans:
Commercial
LTV => 35%
Substandard	1,824		3,071		(239		)	—		—		—
One-to-four family residential
LTV < 60%
Substandard	344		344		(1		)	657		657		(18		)
LTV => 60%
Home equity and lines of credit
Substandard	33		33		(8		)	33		33		(5		)
Commercial and industrial loans
Special Mention	20		20		(4		)	21		21		(3		)
Total:
Real estate loans
Commercial	18,492		21,581		(239		)	18,091		21,984		—
One-to-four family residential	2,632		2,894		(1		)	2,685		2,940		(18		)
Multifamily	1,048		1,519		—			1,419		1,890		—
Home equity and lines of credit	58		58		(8		)	61		61		(5		)
Commercial and industrial loans	65		135		(4		)	73		140		(3		)
	$	22,295	$	26,187	$	(252	)	$	22,329	$	27,015	$	(26	)

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Included in the above table at June 30, 2019, are impaired loans with carrying balances of $15.8 million that were not written down by charge-offs or for which there are no specific reserves in our allowance for loan losses. Included in impaired loans at December 31, 2018, are loans with carrying balances of $16.6 million that were not written down by charge-offs or for which there are no specific reserves in our allowance for loan losses. Loans not written down by charge-offs or specific reserves at June 30, 2019, and December 31, 2018, are considered to have sufficient collateral values, less costs to sell, to support the carrying balances of the loans.

The following table summarizes the average recorded investment in originated and acquired impaired loans (excluding PCI loans) and interest recognized on impaired loans as of, and for, the three and six months ended June 30, 2019, and June 30, 2018 (in thousands):

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	Three Months Ended								Six Months Ended
	June 30, 2019				June 30, 2018				June 30, 2019				June 30, 2018
	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
With No Allowance Recorded:
Real estate loans:
Commercial
LTV => 35%
Pass	$	5,801	$	79	$	4,664	$	65	$	5,844	$	158	$	5,197	$	129
Substandard	10,979		57		9,650		75		11,373		129		9,681		150
One-to-four family residential
LTV < 60%
Pass	1,812		22		1,374		13		1,719		44		1,312		27
Substandard	238		1		246		4		239		4		248		4
LTV => 60%
Pass	126		1		267		1		127		2		223		5
Substandard	124		3		129		—		125		6		131		3
Multifamily
LTV < 35%
Substandard	45		1		152		1		80		1		152		2
LTV => 35%
Pass	34		4		46		4		35		8		467		8
Substandard	1,100		16		1,237		16		1,143		35		825		28
Home equity and lines of credit
Pass	26		—		31		—		26		1		32		1
Commercial and industrial loans
Substandard	46				131		—		48		—		132		—
With a Related Allowance Recorded:
Real estate loans:
Commercial
LTV => 35%
Pass	—				1,476		20		—		—		984		40
Substandard	1,171		17		—		—		781		17		—		—
One-to-four family residential
LTV < 60%
Pass	—				204		2		—		—		273		3
Substandard	345		5		674		4		449		10		782		8
LTV => 60%
Pass	—				—		—		—		—		89		—
Home equity and lines of credit
Substandard	33				35				33		1		35		1
Commercial and industrial loans
Special Mention	20				23		—		20		—		23		1
Total:
Real estate loans
Commercial	17,951		153		15,790		160		17,998		304		15,862		319
One-to-four family residential	2,645		32		2,894		24		2,659		66		3,058		50
Multifamily	1,179		21		1,435		21		1,258		44		1,444		38
Home equity and lines of credit	59		—		66		—		59		2		67		2
Commercial and industrial loans	66		—		154		—		68		—		155		1
	$	21,900	$	206	$	20,339	$	205	$	22,042	$	416	$	20,586	$	410

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

There were no loans modified as troubled debt restructurings (TDRs) during the three months ended June 30, 2019. There were two loans modified as TDR's during the six months ended June 30, 2019, both of which were modified to restructure payment terms.

The following table summarizes loans that were modified in a TDR during the six months ended June 30, 2019:



	Six Months Ended June 30, 2019
	Number of Relationships	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment⁽¹⁾
	(in thousands)
Troubled Debt Restructurings
Consumer	1	$	2	$	2
Commercial real estate	1	2,834		2,834
Total Troubled Debt Restructurings	2	$	2,836	$	2,836

⁽¹⁾Amounts are at time of modification

There were no loans modified as TDR's during the three and six months ended June 30, 2018.

At June 30, 2019, and December 31, 2018, we had TDRs of $19.7 million and $16.9 million, respectively.

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

At June 30, 2019, and June 30, 2018, there were no TDR loans that were restructured during the preceding twelve months that subsequently defaulted.

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Note 6 – Deposits

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



	June 30, 2019		December 31, 2018
Non-interest-bearing demand	$	386,784	$	395,375
Interest-bearing negotiable orders of withdrawal (NOW)	486,529		458,012
Savings and money market	1,422,534		1,336,229
Certificates of deposit	1,004,344		1,096,896
Total deposits	$	3,300,191	$	3,286,512

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Negotiable orders of withdrawal, savings, and money market	$	5,377	$	2,312	$	10,171	$	4,455
Certificates of deposit	5,172		3,738		10,625		6,806
Total interest expense on deposit accounts	$	10,549	$	6,050	$	20,796	$	11,261

Note 7 – Equity Incentive Plans

The following table is a summary of the Company’s stock options outstanding as of June 30, 2019, and changes therein during the six 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, 2018	3,251,595		$	3.93	$	13.51	5.62
Forfeited	(15,000	)	4.07		14.76		—
Exercised	(161,332	)	2.61		8.06		—
Outstanding - June 30, 2019	3,075,263		4.00		13.79		5.37
Exercisable - June 30, 2019	2,860,092		3.98		13.66		5.29

Expected future stock option expense related to the non-vested options outstanding as of June 30, 2019, is $580,000 over a weighted average period of 1.08 years.

The following is a summary of the status of the Company’s restricted stock awards as of June 30, 2019, and changes therein during the six months then ended.



	Number of Shares Awarded		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2018	328,962		$	14.31
Vested	(233,360	)	13.78
Forfeited	(8,000	)	14.76
Non-vested at June 30, 2019	87,602		$	15.68

Expected future stock award expense related to the non-vested restricted share awards as of June 30, 2019, is $957,000 over a weighted average period of 1.12 years.

During the three months ended June 30, 2019 and 2018, the Company recorded $1.1 million and $1.3 million, respectively, of stock-based compensation related to the above plans. During the six months ended June 30, 2019 and 2018, the Company recorded $2.4 million and $2.7 million, respectively, of stock-based compensation related to the above plans.

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

On May 22, 2019, the Company's 2019 Equity Incentive Plan (the “2019 EIP”) was approved by stockholders of the Company. Under the 2019 EIP, the maximum number of shares of stock that may be delivered to participants in the form of stock options and stock appreciation rights is 6,000,000 and the maximum number of shares of stock that may be delivered to participants in the form of restricted stock awards and restricted stock units is 1,333,333 shares. No shares of stock have been granted under the 2019 EIP. Upon approval of the 2019 EIP, the Northfield Bancorp, Inc. 2014 Equity Incentive Plan (the “2014 EIP”) was frozen and equity awards that would otherwise have been available for issuance are no longer available for grant. As of December 31, 2018, 142,154 restricted shares and 348,373 stock options which were available for grant are no longer available.

Note 8 – Fair Value Measurements

The following tables present the assets reported on the consolidated balance sheets at their estimated fair value as of June 30, 2019, and December 31, 2018, by level within the fair value hierarchy as required by the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Financial assets and liabilities are classified in their entirety based on the level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:


•	Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlations or other means.


•	Level 3 Inputs – Significant unobservable inputs that reflect the Company’s own assumptions that market participants would use in pricing the assets or liabilities.

The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 15 to the Consolidated Financial Statements of the Company’s 2018 Annual Report on Form 10-K.

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	Fair Value Measurements at June 30, 2019 Using:
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Measured on a recurring basis:
Assets:
Investment securities:
Debt securities available-for-sale:
Mortgage-backed securities:
Pass-through certificates:
GSE	$	384,134	$	—	$	384,134	$	—
REMICs:
GSE	460,697		—		460,697		—
Non-GSE	55		—		55		—
	844,886		—		844,886		—
Other debt securities
Municipal bonds	273		—		273		—
Corporate bonds	204,501		—		204,501		—
	204,774		—		204,774		—
Total debt securities available-for-sale	1,049,660		—		1,049,660		—
Trading securities	10,214		10,214		—		—
Equity securities	269		269		—		—
Total	$	1,060,143	$	10,483	$	1,049,660	$	—
Measured on a non-recurring basis:
Assets:
Impaired loans:
Real estate loans:
Commercial real estate	$	5,721	$	—	$	—	$	5,721
One-to-four family residential mortgage	466		—		—		466
Multifamily	32		—		—		32
Home equity and lines of credit	25		—		—		25
Total impaired real estate loans	6,244		—		—		6,244
Commercial and industrial loans	14		—		—		14
Total	$	6,258	$	—	$	—	$	6,258

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)



	Fair Value Measurements at December 31, 2018 Using:
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Measured on a recurring basis:
Assets:
Investment securities:
Debt securities available-for-sale:
Mortgage-backed securities:
Pass-through certificates:
GSE	$	314,788	$	—	$	314,788	$	—
REMICs:
GSE	250,163		—		250,163		—
Non-GSE	58		—		58		—
	565,009		—		565,009		—
Other debt securities
Municipal bonds	273		—		273		—
Corporate bonds	242,749		—		242,749		—
	243,022		—		243,022		—
Total debt securities available-for-sale	808,031		—		808,031		—
Trading securities	8,968		8,968		—		—
Equity securities	237		237		—		—
Total	$	817,236	$	9,205	$	808,031	$	—
Measured on a non-recurring basis:
Assets:
Impaired loans:
Real estate loans:
Commercial real estate	$	4,847	$	—	$	—	$	4,847
One-to-four family residential mortgage	765		—		—		765
Multifamily	39		—		—		39
Home equity and lines of credit	28		—		—		28
Total impaired real estate loans	5,679		—		—		5,679
Commercial and industrial loans	18		—		—		18
Total	$	5,697	$	—	$	—	$	5,697

The following table presents qualitative information for Level 3 assets measured at fair value on a non-recurring basis at June 30, 2019, and December 31, 2018 (dollars in thousands):

Fair Value

Valuation Methodology

Unobservable Inputs

Range of Inputs

June 30, 2019

December 31, 2018

June 30, 2019

December 31, 2018

Impaired loans

6,258

5,697

Appraisals

Discount for costs to sell

7.0%

Discount for quick sale

10% to 15%

10.0%

Discounted cash flows

Interest rates

4.13% to 6.25%

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The valuation techniques described below were used to measure fair value of financial instruments in the tables below on a recurring basis and a non-recurring basis as of June 30, 2019, and December 31, 2018.

Debt Securities Available for Sale: The estimated fair values for mortgage-backed securities, corporate, and other debt 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. There were no transfers of securities between Level 1 and Level 2 during the six months ended June 30, 2019.

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

Equity Securities: Fair values of equity securities consisting of publicly traded mutual funds are derived from quoted market prices in active markets.

Impaired Loans: At both June 30, 2019 and December 31, 2018, the Company had impaired loans held-for-investment (excluding PCI loans) with outstanding principal balances of $10.2 million, which were recorded at their estimated fair value of $6.3 million at June 30, 2019 and $5.7 million at December 31, 2018. The Company recorded a net increase in the specific reserve for impaired loans of $226,000 for the six months ended June 30, 2019, and a net decrease in the specific reserve for impaired loans of $39,000 for the six months ended June 30, 2018, and net charge-offs of $215,000 for the six months ended June 30, 2019 and net recoveries of $127,000 for the six months ended June 30, 2018, utilizing level 3 inputs. For purposes of estimating the 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 June 30, 2019, and December 31, 2018, the Company had no assets acquired through foreclosure, or deed in lieu of foreclosure. These assets, when held, 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.

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

Fair Value of Financial Instruments

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


(a)	Cash and Cash Equivalents

Cash and cash equivalents are short-term in nature with original maturities of three months or less; the carrying amount approximates fair value. Certificates of deposit having original terms of six-months or less; 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.

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)


(b)	Debt 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 analysis. The assumptions used in these models typically include assumptions for interest rates, credit losses, and prepayments, utilizing market observable data where available.


(c)	Investments in Equity Securities at Net Asset Value Per Share

The Company uses net asset value as a practical expedient to record its investment in a private SBA Loan Fund since the shares in the fund are not publicly traded, do not have a readily determinable fair value and the net asset value per share is calculated in a manner consistent with the measurement principles of an investment company.


(d)	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.


(e)	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 using a discounted cash flow analysis. The discount rates used to determine fair value use interest rate spreads that reflect factors such as liquidity, credit, and nonperformance risk of the loans.


(f)	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.


(g)	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.


(h)	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.

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)


(i)	Borrowings

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


(j)	Advance Payments by Borrowers for Taxes and Insurance

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

The estimated fair value of the Company’s financial instruments at June 30, 2019, and December 31, 2018, is presented in the following tables (in thousands):



	June 30, 2019
			Estimated Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	46,907	$	46,907	$	—	$	—	$	46,907
Trading securities	10,214		10,214		—		—		10,214
Debt securities available-for-sale	1,049,660		—		1,049,660		—		1,049,660
Debt securities held-to-maturity	8,872		—		8,877		—		8,877
Equity securities ⁽¹⁾	269		269		—		—		269
Federal Home Loan Bank of New York stock, at cost	32,330		—		32,330		—		32,330
Net loans held-for-investment	3,310,946		—		—		3,351,040		3,351,040
Financial liabilities:
Deposits	$	3,300,191	$	—	$	3,306,004	$	—	$	3,306,004
Borrowed funds	695,105		—		698,569		—		698,569
Advance payments by borrowers for taxes and insurance	20,817		—		20,817		—		20,817



	December 31, 2018
			Estimated Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	77,762	$	77,762	$	—	$	—	$	77,762
Trading securities	8,968		8,968		—		—		8,968
Debt securities available-for-sale	808,031		—		808,031		—		808,031
Debt securities held-to-maturity	9,505		—		9,249		—		9,249
Equity securities ⁽¹⁾	237		237		—				237
Federal Home Loan Bank of New York stock, at cost	22,517		—		22,517		—		22,517
Net loans held-for-investment	3,217,673		—		—		3,236,136		3,236,136
Financial liabilities:
Deposits	$	3,286,512	$	—	$	3,291,085	$	—	$	3,291,085
Borrowed funds	408,891		—		403,476		—		403,476
Advance payments by borrowers for taxes and insurance	18,007		—		18,007		—		18,007

(1) Excludes investments measured at net asset value of $2.1 million at June 30, 2019 and $1.0 million at December 31, 2018, which have not been classified in the fair value hierarchy.

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

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.

Note 9 – 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 would then be included in the weighted average number of shares outstanding for the period using the treasury stock method. When applying the treasury stock method we added the assumed proceeds from option exercises and the average unamortized compensation costs related to unvested shares of restricted stock and stock options. We then divided this sum by our average stock price for the period to calculate assumed shares repurchased. The excess of the number of shares issuable over the number of shares assumed to be repurchased is added to basic weighted average common shares to calculate diluted earnings per share.

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Net income available to common stockholders	$	8,204	$	10,612	$	16,975	$	21,056

Weighted average shares outstanding-basic	46,855,647		46,184,918		46,897,546		45,983,895
Effect of non-vested restricted stock and stock options outstanding	416,043		925,059		381,650		1,072,404
Weighted average shares outstanding-diluted	47,271,690		47,109,977		47,279,196		47,056,299
Earnings per share-basic	$	0.18	$	0.23	$	0.36	$	0.46
Earnings per share-diluted	$	0.17	$	0.23	$	0.36	$	0.45
Anti-dilutive shares	848,844		858,844		962,296		872,294

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Note 10 – Leases

Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (“Topic 842”) and all subsequent ASU's that modified Topic 842, as further explained in Note 12, Recent Accounting Pronouncements. The Company’s leases primarily relate to real estate property for branches and office space with terms extending from 15 months up to 36 years. At June 30, 2019, all of the Company's leases are classified as operating leases.

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets and operating lease liabilities in the consolidated balance sheets. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recorded at the present value of lease payments over the lease term. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate in determining the present value of lease payments. Certain leases include options to renew, with one or more renewal terms ranging from five to ten years. As these extension options are not generally considered reasonably certain of renewal, they are not included in the lease term.

At June 30, 2019, the Company’s operating lease right-of-use assets and related lease liabilities included in the consolidated balance sheet were $42.4 million and $46.3 million, respectively. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are recognized as incurred. Variable lease payments include common area maintenance charges, real estate taxes, repairs and maintenance costs and utilities. Operating and variable lease expenses are recorded in occupancy expense in the consolidated statements of income.

Supplemental lease information at or for the three and six months ended June 30, 2019 is as follows (dollars in thousands):



	Three Months Ended June 30,		Six Months Ended June 30,
	2019		2019

Operating lease cost	$	1,551	$	3,017
Variable lease cost	711		1,489
Net lease cost	$	2,262	$	4,506
Cash paid for amounts included in measurement of operating lease liabilities	$	1,513	$	2,840
Right-of-use assets obtained in exchange for new operating lease liabilities	$	—	$	1,013
Weighted average remaining lease term at June 30, 2019			12.95 years
Weighted average discount rate at June 30, 2019			3.61		%

The following table summarizes lease payment obligations for each of the next five years and thereafter in addition to a reconcilement to the Company's current lease liability (dollars in thousands):



Year	Amount
2019	$	3,061
2020	6,156
2021	5,729
2022	5,068
2023	4,975
Thereafter	35,288
Total lease payments	60,277
Less: imputed interest	13,956
Present value of lease liabilities	$	46,321

As of June 30, 2019, the Company had not entered into any leases that have not yet commenced.

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following table summarizes projected minimum annual rental payments for operating leases under FASB ASC 840 “Leases” as of December 31, 2018 (dollars in thousands):



	Rental Payments Operating Leases
Year ending December 31:
2019	$	5,735
2020	5,949
2021	5,512
2022	4,844
2023	4,744
Thereafter	35,260
Total minimum lease payments	$	62,044

Net rental expense included in occupancy expense under FASB ASC 840 was $1.5 million and $2.8 million for the three and six months ended June 30, 2018.

Note 11 – Revenue Recognition

The Company records revenue from contracts with customers in accordance with ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities, which comprise the majority of the Company’s revenue.

The Company’s revenue streams that are within the scope of Topic 606 include service charges on deposit accounts, ATM and card interchange fees, investment services fees, and other miscellaneous income. Fees and service charges for customer services include: (i) service charges on deposit accounts, including account maintenance fees, overdraft fees, insufficient funds fees, wire fees, and other deposit related fees; (ii) ATM and card interchange fees, which include fees generated when a Bank cardholder uses a non-Bank ATM or a non-Bank cardholder uses a Bank ATM, and fees earned whenever the Bank's debit cards are processed through card payment networks such as Visa; and (iii) investment services fees earned through partnering with a third party investment and brokerage service firm to provide insurance and investment products to customers. The Company's performance obligation for fees and service charges is satisfied and related revenue recognized immediately or in the month of performance of services. Other income includes rental income from subleasing one of the Company's branches to a third party and income and gains or losses, net, related to OREO. For these transactions, revenue is recognized at the time the transaction occurs.

The following table summarizes non-interest income for the periods indicated (dollars in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Fees and service charges for customer services:
Service charges	$	812	$	771	$	1,594	$	1,612
ATM and card interchange fees	339		313		640		580
Investment fees	56		63		113		169
Total fees and service charges for customer services	1,207		1,147		2,347		2,361
Income on bank owned life insurance⁽¹⁾	907		914		1,804		1,868
Gains on available-for-sale debt securities, net ⁽¹⁾	59		116		214		171
Gains on trading securities, net ⁽¹⁾	343		197		1,429		302
Other	50		71		86		147
Total non-interest income	$	2,566	$	2,445	$	5,880	$	4,849

⁽¹⁾Not in scope of Topic 606

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Note 12 – Recent Accounting Pronouncements

Accounting Pronouncements Adopted

ASU No. 2016-02. In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which requires all lessees to recognize a lease liability and a right-of-use asset, measured at the present value of the future minimum lease payments, at the lease commencement date for leases classified as operating leases as well as finance leases. Under this guidance, lessor accounting is largely unchanged. This ASU became effective for annual and interim periods for the Company on January 1, 2019. The Company adopted the standard by applying the alternative transition method whereby comparative periods were not restated, and no cumulative effect adjustment to the opening balance of retained earnings was recognized as of January 1, 2019. The Company also elected the ASU’s package of three practical expedients, which allowed the Company to forego a reassessment of (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) the initial direct costs for any existing leases. The Company also elected not to apply the recognition requirements of the ASU to any short-term leases (as defined by related accounting guidance) and will account for lease and non-lease components separately because such amounts are readily determinable under most lease contracts. The adoption of this standard resulted in the Company recognizing operating lease right-of-use assets and related operating lease liabilities totaling $43.6 million and $47.3 million respectively, as of January 1, 2019. The adoption of this ASU did not have a material impact on the Company’s consolidated results of operations. See Note 10, Leases, for further disclosures.

ASU No. 2017-08. In March 2017, the FASB issued ASU No. 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in this update require the premium on callable debt securities to be amortized to the earliest call date rather than the maturity date; however, securities held at a discount continue to be amortized to maturity. The amendments apply only to debt securities purchased at a premium that are callable at fixed prices and on preset dates. The amendments more closely align interest income recorded on debt securities held at a premium or discount with the economics of the underlying instrument. This ASU became effective for the Company on January 1, 2019, and did not have a material impact on the Company's consolidated financial statements.

ASU No. 2018-07. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which is intended to align the accounting for share-based payment awards issued to employees and nonemployees. The guidance applies to nonemployee awards issued in exchange for goods or services used or consumed in an entity’s own operations and to awards granted by an investor to employees and nonemployees of an equity method investee for goods or services used or consumed in the investee’s operations. There are no new disclosure requirements. This ASU became effective for the Company on January 1, 2019. Adoption of this ASU did not have an impact on the Company's consolidated financial statements, as share-based payment awards to nonemployee Directors are accounted for in the same manner as share-based payment awards for employees.

Accounting Pronouncements Not Yet Adopted

ASU 2019-05. In May 2019, the FASB issued ASU No. 2019-05, “Financial Instruments - Credit Losses (Topic 326); Targeted Transition Relief.” This ASU allows entities to irrevocably elect, upon adoption of ASU 2016-13, the fair value option on financial instruments that (1) were previously recorded at amortized cost and (2) are within the scope of ASC 326-20 if the instruments are eligible for the fair value option under ASC 825-10. The fair value option election does not apply to held-to-maturity debt securities. Entities are required to make this election on an instrument-by-instrument basis. ASU 2019-05 has the same effective date as ASU 2016-13 (January 1, 2020). The Company does not expect to elect the fair value option, and therefore, ASU 2019-05 is not expected to impact the Company’s Consolidated Financial Statements.

ASU 2019-04. In April 2019, the FASB issued ASU No. 2019-04, "Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments", that clarifies and improves areas of guidance related to the recently issued standards on credit losses (ASU 2016-13), hedging (ASU 2017-12), and recognition and measurement of financial instruments (ASU 2016-01). The amendments generally have the same effective dates as their related standards. The Company does not expect the amendments of ASU 2019-04 will have a material impact on its Consolidated Financial Statements.

ASU No. 2018-15. In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.” This guidance aligns the accounting for implementation costs related to a hosting arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, where a cloud computing arrangement includes a

Table of Contents

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

license to internal-use software, the software license is accounted for by the customer in accordance with Subtopic 350-40, “Intangibles - Goodwill and Other-Internal-Use Software”. ASU No. 2018-15 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. ASU No. 2018-15 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

ASU No. 2018-14. In August 2018, the FASB issued ASU No. 2018-14, “Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans.” This ASU makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension and/or other postretirement benefit plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020; early adoption is permitted. As ASU 2018-14 only revises disclosure requirements, it will not have an impact on the Company’s Consolidated Financial Statements.

ASU No 2017-04. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The ASU simplifies the subsequent measurement of goodwill impairment by eliminating the requirement to calculate the implied fair value of goodwill (i.e., the current Step 2 of the goodwill impairment test) to measure a goodwill impairment charge. As amended, the goodwill impairment test will consist of one step comparing the fair value of a reporting unit with its carrying amount. A goodwill impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment testing dates after January 1, 2017. The adoption of this pronouncement is not expected to have an effect on the Company's consolidated financial statements.

ASU No. 2016-13. In June 2016, the FASB issued No. ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (“CECL”) model. Under this model, entities will estimate credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. Current US GAAP is based on an incurred loss model that delays recognition of credit losses until it is probable the loss has been incurred. Accordingly, it is anticipated that credit losses will be recognized earlier under the CECL model than under the incurred loss model. ASU No. 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. The Company continues to evaluate the potential effect of adoption of this pronouncement on its consolidated financial statements by identifying key interpretive issues, assessing its processes, portfolio segmentation, model development, and identifying the data and system requirements against the guidance. As part of the evaluation process, the Company has established a CECL cross-function working group that includes individuals from credit, risk management, finance, audit and lending to assess processes and has also contracted with a third-party vendor to implement enhanced modeling techniques that incorporate the loss measurement requirements in these amendments as part of adopting the ASU. We are currently working through our implementation plan which includes assessment and documentation of processes, internal controls and data sources; model development, documentation and validation; and system configuration, among other things. The adoption of ASU No. 2016-13 may result in an increase in the allowance for loan losses as a result of changing from an incurred loss model, which encompasses allowances for current known and inherent losses within the portfolio, to an expected losses model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. However, as the impact of adopting the new guidance is expected to be heavily influenced by an assessment of the composition, characteristics, and credit quality of the Company’s loan portfolio as well as the economic conditions in effect at the adoption date, management is currently unable to reasonably estimate the impact of adopting the new standard.

Note 13 – Subsequent Event

In July 2019, two loans that had been previously charged-off, one in full and one partly charged-off and had cash payments for interest applied to principal, were repaid in full, resulting in an aggregate recovery of $2.3 million, which will be recognized in the third quarter of 2019 through the provision for loan losses and interest income. Additionally, the Company expects to receive bank owned life insurance proceeds in excess of the cash surrender value of the related policies of approximately $2.4 million, which will also be recognized in the third quarter of 2019, in non-interest income.

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,” “annualized,” “could,” “may,” “should,” “will,” 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 the 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, including employment prospects, real estate values and conditions, 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, credit markets or real estate values;


•	changes in laws, tax policies, 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 demand, spending, borrowing and savings habits;


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


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


•	technological changes that may be more difficult or expensive than expected;


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


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


•	changes in monetary or fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board (“FRB”);


•	the ability of third-party providers to perform their obligations to us;


•	the ability of the U.S. Government to manage federal debt limits;


•	the effects of any U.S. Government shutdowns;


•	significant increases in our loan losses, including increases that may result from the new authoritative accounting guidance (known as the current expected credit loss (“CECL”) model which may increase the required level of our allowance for loan losses after adoption effective January 1, 2020; 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. Accordingly, you should not place undue reliance on such 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 Quarterly Report on Form 10-Q, whether as a result of new information, future events or otherwise.

Table of Contents

Critical Accounting Policies

Note 1 to the Company’s Audited Consolidated Financial Statements for the year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K, as supplemented by this report, contains a summary of significant accounting policies. Various elements of these accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Certain assets are carried in the Consolidated Balance Sheets at estimated fair value or the lower of cost or estimated fair value. Policies with respect to the methodologies used to determine the allowance for loan losses, estimated cash flows of our purchased credit-impaired (“PCI”) loans, and judgments regarding 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 subjective judgments which often require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions, and estimates could result in material differences in the results of operations or financial condition. These critical accounting policies and their application are reviewed periodically and, at least annually, with the Audit Committee of the Board of Directors. For a further discussion of the critical accounting policies of the Company, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Overview

This overview highlights selected information and may not contain all the information that is important to you in understanding our performance during the period. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates, you should read this entire document carefully, as well as our Annual Report on Form 10-K for the year ended December 31, 2018.

Net income was $17.0 million for the six months ended June 30, 2019, as compared to $21.1 million for the six months ended June 30, 2018. Basic and diluted earnings per common share were $0.36 for the six months ended June 30, 2019, compared to basic and diluted earnings per common share of $0.46 and $0.45, respectively, for the six months ended June 30, 2018. Earnings for the six months ended June 30, 2018 benefited from excess tax benefits of $2.1 million, or $0.05 per diluted share, related to the exercise or vesting of equity awards, whereas there were no material tax benefits for the six months ended June 30, 2019. For the six months ended June 30, 2019, our return on average assets was 0.75%, as compared to 1.04% for the six months ended June 30, 2018. For the six months ended June 30, 2019, our return on average stockholders’ equity was 5.06% as compared to 6.59% for the six months ended June 30, 2018.

Assets increased by $359.9 million, or 8.2%, to $4.77 billion at June 30, 2019, from $4.41 billion at December 31, 2018. Liabilities increased $345.2 million, or 9.2%, to $4.09 billion at June 30, 2019, from $3.74 billion at December 31, 2018.

Comparison of Financial Condition at June 30, 2019, and December 31, 2018

Total assets increased $359.9 million, or 8.2%, to $4.77 billion at June 30, 2019, from $4.41 billion at December 31, 2018. The increase was primarily due to increases in available-for sale debt securities of $241.6 million, or 29.9%, loans held-for-investment, net, of $93.6 million, or 2.9%, Federal Home Loan Bank of New York stock of $9.8 million, or 43.6%, and the recording of our operating leased assets of $42.4 million from the adoption of Accounting Standards Update (“ASU”) No. 2016-02 Leases (Topic 842) on January 1, 2019. This ASU requires us to recognize on the balance sheet right-of-use assets, which approximate the present value of our remaining lease payments. Partially offsetting these increases was a decrease in cash and cash equivalents of $30.9 million, or 39.7%.

The Company’s available-for-sale debt securities portfolio increased by $241.6 million, or 29.9%, to $1.05 billion at June 30, 2019, from $808.0 million at December 31, 2018. The increase was primarily attributable to purchases of mortgage-backed and corporate securities, utilizing excess cash from deposit growth to invest in high quality shorter-term securities, partially offset by paydowns and sales. At June 30, 2019, $844.8 million of the portfolio consisted of residential mortgage-backed securities issued or guaranteed by Fannie Mae, Freddie Mac, or Ginnie Mae. In addition, the Company held $204.5 million in corporate bonds, the majority of which were considered investment grade at June 30, 2019, and $273,000 in municipal bonds. The effective duration of the securities portfolio at June 30, 2019 was 1.97 years.

Table of Contents

As of June 30, 2019, our commercial real estate concentration (as defined by regulatory guidance) to total risk-based capital was 443%. Management believes that Northfield Bank (the “Bank”) has implemented appropriate risk management practices including risk assessments, board approved underwriting policies and related procedures, which include monitoring bank portfolio performance, performing market analysis (economic and real estate), and stressing of the Bank’s commercial real estate portfolio under severe adverse economic conditions. Although management believes the Bank has implemented appropriate policies and procedures to manage our commercial real estate concentration risk, the Bank’s regulators could require us to implement additional policies and procedures or could require us to maintain higher levels of regulatory capital, which might adversely affect our loan originations, ability to pay dividends, and profitability.

Loans held-for-investment, net, increased $93.6 million to $3.34 billion at June 30, 2019, from $3.25 billion at December 31, 2018, primarily due to an increase in originated loans held-for-investment of $121.9 million, partially offset by decreases in acquired loans of $26.3 million and PCI loans of $2.1 million. Originated loans held-for-investment, net, totaled $2.80 billion at June 30, 2019, as compared to $2.68 billion at December 31, 2018. The increase was primarily due to an increase in multifamily real estate loans of $98.7 million, or 5.1%, to $2.03 billion at June 30, 2019, from $1.93 billion at December 31, 2018.

On June 14, 2019, the State of New York enacted legislation increasing restrictions on rent increases in a rent-regulated apartment building. As a result of this new legislation, as well as previously existing laws and regulations, it is possible that rental income might not rise sufficiently over time to satisfy increases in the loan rate at repricing or increases in property operating expenses (e.g., utilities, taxes, etc.). In addition, if the cash flow from a property is reduced, the borrower’s ability to repay the loan, and the value of the collateral for the loan, may be impaired. This new legislation may also have the effect of reducing refinance and sales activity in the marketplace, therefore negatively affecting our ability to maintain or grow our multifamily loan portfolio. At June 30, 2019, the Company has approximately $398.2 million in multifamily loans in New York City with tenants that have some form of rent stabilization or rent control. The weighted average loan to value (“LTV”) was 45.8% based on the current balance and the collateral value at date of origination on this portfolio and the highest LTV in this portfolio is 70.2%. All of the loans are performing as agreed. Management will continue to evaluate the effect of rent regulations on the collateral values.

The following tables detail our multifamily real estate originations for the six months ended June 30, 2019 and 2018 (dollars in thousands):



For the Six Months Ended June 30, 2019
Multifamily Originations		Weighted Average Interest Rate	Weighted Average Loan-to-Value Ratio	Weighted Average Months to Next Rate Change or Maturity for Fixed Rate Loans	(F)ixed or (V)ariable	Amortization Term
$	161,117	4.27%	56%	74	V	10 to 30 Years
28,838		4.43%	60%	267	F	15 to 30 Years
$	189,955	4.29%	57%

For the Six Months Ended June 30, 2018
Multifamily Originations		Weighted Average Interest Rate	Weighted Average Loan-to-Value Ratio	Weighted Average Months to Next Rate Change or Maturity for Fixed Rate Loans	(F)ixed or (V)ariable	Amortization Term
$	159,649	3.77%	69%	77	V	25 to 30 Years
6,615		4.07%	38%	180	F	15 Years
$	166,264	3.78%	68%

Acquired loans decreased by $26.3 million to $519.9 million at June 30, 2019, from $546.2 million at December 31, 2018, primarily due to paydowns of one-to-four family residential and multifamily loans with weighted average interest rates (net of the servicing fee retained by the originating bank) of 3.63% and 2.85%, respectively, partially offset by purchases of one-to-four family residential loan pools totaling $40.9 million.

The following tables provide the details of the loan pools purchased during the six months ended June 30, 2019 and 2018 (dollars in thousands):

Table of Contents



Six Months Ended June 30, 2019
Purchase Amount		Loan Type	Weighted Average Interest Rate(1)	Weighted Average Loan-to-Value Ratio	Weighted Average Months to Next Rate Change or Maturity for Fixed Rate Loans	(F)ixed or (V)ariable	Original Amortization Term
$	4,237	Residential	4.19%	70.5%	324	F	15 - 30 Years
17,253		Residential	3.69%	63.0%	78	V	30 Years
19,448		Residential	4.19%	71.3%	333	F	30 Years
$	40,938		3.98%

The geographic locations of the properties collateralizing the loans purchased in the table above are as follows: 89.6% in Massachusetts, 7.0% in New York, and 3.3% in New Jersey.



Six Months Ended June 30, 2018
Principal Amounts Purchased		Loan Type	Weighted Average Interest Rate⁽¹⁾	Weighted Average Loan-to-Value Ratio	Weighted Average Months to Next Rate Change or Maturity for Fixed Rate Loans	(F)ixed or (V)ariable	Original Amortization Term
$	29,963	Residential	2.30%	55%	1	V	30 Years
4,368		Residential	3.67%	58%	346	F	15 - 30 Years
3,178		Residential	3.68%	60%	330	F	15 - 30 Years
$	37,509		2.58%

(1) Net of servicing fee retained by the originating bank

The geographic locations of the properties collateralizing the loans purchased in the table above are as follows: 32.7% in New York, 29.9% in California, and 27.1% in Massachusetts, with the majority of the remaining balance in New Jersey.

PCI loans totaled $18.1 million at June 30, 2019, as compared to $20.1 million at December 31, 2018. The majority of the PCI loan balance consists of loans acquired as part of a Federal Deposit Insurance Corporation-assisted transaction. The Company accreted interest income of $1.0 million and $2.1 million attributable to PCI loans for the three and six months ended June 30, 2019, respectively, as compared to $1.0 million and $2.1 million for the three and six months ended June 30, 2018, respectively.

Cash and cash equivalents decreased by $30.9 million, or 39.7%, to $46.9 million at June 30, 2019, from $77.8 million at December 31, 2018. Balances fluctuate based on the timing of receipt of security and loan repayments and the redeployment of cash into higher-yielding assets such as loans and securities, or the funding of deposit outflows or borrowing maturities.

Total liabilities increased $345.2 million, or 9.2%, to $4.09 billion at June 30, 2019, from $3.74 billion at December 31, 2018. The increase was primarily attributable to an increase in deposits of $13.7 million, securities sold under agreements to repurchase of $75.0 million, other borrowings of $211.2 million, and lease liabilities of $46.3 million, attributable to capitalization of our operating leases as a result of adoption of ASU No. 2016-02, effective January 1, 2019.

Deposits increased $13.7 million, or 0.4%, to $3.30 billion at June 30, 2019, as compared to $3.29 billion at December 31, 2018. The increase was attributable to increases of $19.9 million in transaction accounts and $125.8 million in savings accounts, partially offset by decreases of $39.5 million in money market accounts, and $92.6 million in certificates of deposit.

Borrowings and securities sold under agreements to repurchase increased modestly to $695.1 million at June 30, 2019, from $408.9 million at December 31, 2018. Management utilizes borrowings to mitigate interest rate risk, for short-term liquidity, and to a lesser extent as part of leverage strategies. The following is a table of term borrowing maturities (excluding

Table of Contents

capitalized leases and overnight borrowings) and the weighted average rate by year at June 30, 2019 (dollars in thousands):



Year	Amount	Weighted Average Rate
2019	$110,000	1.66%
2020	90,000	1.65%
2021	145,000	1.94%
2022	95,000	2.33%
2023	87,500	2.89%
Thereafter	62,500	2.57%
	$590,000	2.11%

Total stockholders’ equity increased by $14.7 million to $681.1 million at June 30, 2019, from $666.4 million at December 31, 2018. The increase was primarily attributable to net income of $17.0 million for the six months ended June 30, 2019, a $13.3 million increase in accumulated other comprehensive income associated with unrealized gains on our debt securities available-for-sale portfolio, and to a lesser extent the recognition of compensation expense associated with equity awards. The increases were partially offset by $9.9 million in dividend payments and $10.1 million in stock repurchases.

Comparison of Operating Results for the Six Months Ended June 30, 2019 and 2018

Net Income. Net income was $17.0 million and $21.1 million for the six months ended June 30, 2019, and June 30, 2018, respectively. Significant variances from the comparable prior year period are: an $825,000 decrease in net interest income, a $154,000 decrease in the provision for loan losses, $1.0 million increase in non-interest income, a $3.8 million increase in non-interest expense, and a $653,000 increase in income tax expense.

Interest Income. Interest income increased $9.0 million, or 12.8%, to $79.7 million for the six months ended June 30, 2019, from $70.6 million for the six months ended June 30, 2018, due to an increase in the average balance of interest-earning assets of $380.8 million, or 9.9%, and a 10 basis point increase in the yields earned. Interest income on loans increased by $3.7 million, primarily attributable to an increase in the average loan balances of $86.4 million and a 12 basis point increase in the yield earned. Interest income on securities increased by $5.1 million, primarily attributable to an increase in the average securities balances of $295.2 million and a 38 basis point increase in the yield earned. The Company accreted interest income related to its PCI loans of $2.1 million for both six-month periods ended June 30, 2019 and June 30, 2018. Interest income on loans for the six months ended June 30, 2019 reflected loan prepayment income of $594,000, compared to $1.1 million for the six months ended June 30, 2018.

Interest Expense. Interest expense increased $9.9 million, or 64.5%, to $25.2 million for the six months ended June 30, 2019, as compared to $15.3 million for six months ended June 30, 2018, primarily due to a $9.5 million increase in interest expense on deposits. The increase in interest expense on deposits was attributed to a 52 basis point increase in the cost of interest-bearing deposits to 1.42% for the six months ended June 30, 2019, as compared to 0.90% for the six months ended June 30, 2018 and a $413.7 million, or 16.4%, increase in the average balance of interest-bearing deposit accounts. The increase in the cost of interest-bearing deposits reflects the higher interest rate environment and increased competition for deposits.

Net Interest Income. Net interest income for the six months ended June 30, 2019 decreased $825,000, or 1.5%, to $54.5 million, from $55.3 million for the six months ended June 30, 2018, as a 30 basis point decrease in our net interest margin to 2.59% more than offset a $380.8 million, or 9.9%, increase in our average interest-earning assets. The decrease in net interest margin was primarily due to the increased cost of our interest-bearing liabilities, which increased 47 basis points to 1.50% for the six months ended June 30, 2019, from 1.03% for the six months ended June 30, 2018. The increase in our average interest-earning assets was primarily due to increases in average loans outstanding of $86.4 million, average mortgage-backed securities of $167.3 million, and average other securities of $127.9 million. Yields earned on interest-earning assets increased 10 basis points to 3.79% for the six months ended June 30, 2019, from 3.69% for the six months ended June 30, 2018, as we experienced higher yields in both our loan and securities investment portfolios. The cost of interest-bearing liabilities increased 47 basis points to 1.50% for the current period as compared to 1.03% for the comparative prior year period, a reflection of the higher short-term rate environment.

Provision for Loan Losses. The provision for loan losses decreased by $154,000 to $550,000 for the six months ended June 30, 2019, compared to $704,000 for the six months ended June 30, 2018, as an improvement in historical loss rates

Table of Contents

and environmental factors offset loan growth and higher net charge-offs. Net charge-offs for the six months ended June 30, 2019, were $215,000 compared to net recoveries of $18,000 for the six months ended June 30, 2018.

Non-interest Income. Non-interest income increased $1.0 million, or 21.3%, to $5.9 million for the six months ended June 30, 2019, from $4.8 million for the six months ended June 30, 2018, primarily due to a $1.2 million increase in gains on securities transactions, net. For the six months ended June 30, 2019, securities gains, net, included gains of $1.4 million related to the Company’s trading portfolio, compared to gains of $302,000 in the comparative prior year period. 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 fair values. Therefore, the Company records an equal and offsetting amount in compensation expense, reflecting the change in the Company’s obligations under the Plan.

Non-interest Expense. Non-interest expense increased $3.8 million, or 11.1%, to $38.0 million for the six months ended June 30, 2019, compared to $34.2 million for the six months ended June 30, 2018. This is due primarily to a $2.6 million increase in employee compensation and benefits, $1.1 million of which is related to the Company's deferred compensation plan, which is described above and has no effect on net income. The remainder of the increase is attributable to higher costs associated with new hires related to a branch opening and new lending personnel, merit increases effective January 1, 2019, and higher medical benefit costs. Additionally, there was a $356,000 increase in occupancy costs, primarily attributable to higher rent expense related to a new branch opening, an increase of $326,000 in data processing costs, and an increase of $841,000 in advertising expense attributable to the timing of advertising programs and increased expenditures focused on driving growth. These increases were partially offset by decreases of $114,000 in professional fees and $217,000 in other expense. Non-interest expense for the six months ended June 30, 2019 included approximately $1.4 million of equity award expense related to equity awards granted on June 11, 2014, which vested in equal installments over a five year period beginning one year from the date of grant and were fully vested on June 11, 2019.

Income Tax Expense. The Company recorded income tax expense of $4.9 million for the six months ended June 30, 2019, compared to $4.2 million for the six months ended June 30, 2018. The effective tax rate for the six months ended June 30, 2019, was 22.4% compared to 16.8% for the six months ended June 30, 2018, the increase being primarily due to lower excess tax benefits related to the exercise or vesting of equity awards. Excess tax benefits were $286,000 and $2.1 million for the six months ended June 30, 2019, and June 30, 2018, respectively. Excess tax benefits will fluctuate throughout the year based on the Company's stock price and timing of employee stock option exercises and vesting of other share-based awards.

On May 15, 2019 New Jersey issued a tax technical bulletin which gave guidance on which entities are to be included in a combined group. Real Estate Investment Trusts and Investment Companies will be excluded from the combined group. They will continue to file separate company New Jersey tax returns. As a result of this guidance the Company recorded an additional $211,000 of state tax expense net of federal benefit for the six months ended June 30, 2019. The $211,000 increase was comprised of $425,000 of current tax expense, partially offset by a write-up of deferred tax assets of $214,000.

Table of Contents

The following table sets forth average balances, average yields and costs, and certain other information for the periods indicated.



	ANALYSIS OF NET INTEREST INCOME (Dollars in thousands)
	For the Six Months Ended
	June 30, 2019						June 30, 2018
	Average Outstanding Balance		Interest		Average Yield/ Rate ⁽¹⁾		Average Outstanding Balance		Interest		Average Yield/ Rate ⁽¹⁾
Interest-earning assets:
Loans ⁽²⁾	$	3,239,530	$	65,898	4.10	%	$	3,153,089	$	62,243	3.98	%
Mortgage-backed securities ⁽³⁾	671,395		8,673		2.60		504,126		5,794		2.32
Other securities ⁽³⁾	237,037		3,564		3.03		109,144		1,323		2.44
Federal Home Loan Bank of New York stock	23,357		742		6.41		25,155		812		6.51
Interest-earning deposits in financial institutions	70,591		782		2.23		69,631		445		1.29
Total interest-earning assets	4,241,910		79,659		3.79		3,861,145		70,617		3.69
Non-interest-earning assets	292,301						240,627
Total assets	$	4,534,211					$	4,101,772

Interest-bearing liabilities:
Savings, NOW, and money market accounts	$	1,888,401	$	10,171	1.09	%	$	1,669,009	$	4,455	0.54	%
Certificates of deposit	1,055,701		10,625		2.03		861,366		6,806		1.59
Total interest-bearing deposits	2,944,102		20,796		1.42		2,530,375		11,261		0.90
Borrowed funds	439,505		4,374		2.01		469,937		4,042		1.73
Total interest-bearing liabilities	3,383,607		25,170		1.50		3,000,312		15,303		1.03
Non-interest bearing deposits	382,748						409,918
Accrued expenses and other liabilities	91,603						47,615
Total liabilities	3,857,958						3,457,845
Stockholders' equity	676,253						643,927
Total liabilities and stockholders' equity	$	4,534,211					$	4,101,772

Net interest income			$	54,489					$	55,314
Net interest rate spread ⁽⁴⁾					2.29	%					2.66	%
Net interest-earning assets ⁽⁵⁾	$	858,303					$	860,833
Net interest margin ⁽⁶⁾					2.59	%					2.89	%
Average interest-earning assets to interest-bearing liabilities					125.37	%					128.69	%




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

Table of Contents

Comparison of Operating Results for the Three Months Ended June 30, 2019 and 2018

Net Income. Net income was $8.2 million and $10.6 million for the quarters ended June 30, 2019, and June 30, 2018, respectively. Significant variances from the comparable prior year quarter are as follows: a $611,000 decrease in net interest income, a $179,000 decrease in the provision for loan losses, a $1.7 million increase in non-interest expense, and a $387,000 increase in income tax expense.

Interest Income. Interest income increased $4.3 million, or 11.8%, to $40.2 million for the quarter ended June 30, 2019, from $35.9 million for the quarter June 30, 2018, due to an increase in the average balance of interest-earning assets of $371.5 million, or 9.5%, and an eight basis point increase in the yield earned on interest-earning assets. Interest income on loans increased by $1.9 million, primarily attributable to an increase in the average loan balances of $86.8 million, and a 12 basis point increase in the average yield on loans. The Company accreted interest income related to its PCI loans of $1.0 million for both of the quarters ended June 30, 2019 and June 30, 2018. Interest income on loans for the quarter ended June 30, 2019, included loan prepayment income of $174,000, as compared to $479,000 for the quarter ended June 30, 2018. Interest income on securities increased by $2.4 million, attributable to an increase in the average securities balances of $293.5 million as well as a 28 basis point increase in interest rates on securities.

Interest Expense. Interest expense increased $4.9 million, or 59.6%, to $13.0 million for the quarter ended June 30, 2019, from $8.2 million for the quarter ended June 30, 2018. The increase was primarily due to an increase of $4.5 million in interest expense on deposits. The increase in interest expense on deposits was attributed to an increase in the average balance of interest-bearing deposits of $372.6 million, or 14.6%, to $2.93 billion for the quarter ended June 30, 2019, from $2.56 billion for the quarter ended June 30, 2018, and a 49 basis point increase in the cost of interest-bearing deposits to 1.44% for the quarter ended June 30, 2019, as compared to 0.95% for the comparable prior year quarter, a reflection of the higher interest rate environment and increased competition for deposits.

Net Interest Income. Net interest income for the quarter ended June 30, 2019, decreased $611,000, or 2.2%, as a 30 basis point decrease in our net interest margin to 2.55% from 2.85% for the quarter ended June 30, 2018, more than offset a$371.5 million, or 9.5%, increase in our average interest-earning assets. The decrease in net interest margin was primarily due to the increased cost of our interest-bearing liabilities, which increased 45 basis points to 1.53% for the current quarter as compared to 1.08% for the comparable prior year. The increase in average interest-earning assets was due to increases in average loans outstanding of $86.8 million, average mortgage-backed securities of $192.9 million, and average other securities of $100.6 million, partially offset by an $8.2 million decrease in average interest-earning deposits in financial institutions. Yields earned on interest-earning assets increased eight basis points to 3.77% for the quarter ended June 30, 2019, from 3.69% for the quarter ended June 30, 2018, primarily due to higher yields in both our loan and securities investment portfolios.

Provision for Loan Losses. The provision for loan losses decreased by $179,000 to $491,000 for the quarter ended June 30, 2019, from $670,000 for the quarter ended June 30, 2018, as an improvement in historical loss rates and environmental factors offset an increase from loan growth and higher net charge-offs. Net charge-offs were $145,000 for the quarter ended June 30, 2019, compared to net recoveries of $40,000 for the quarter ended June 30, 2018.

Non-interest Income. Non-interest income was $2.6 million for the quarter ended June 30, 2019, compared to $2.4 million for the quarter ended June 30, 2018.

Non-interest Expense. Non-interest expense increased $1.7 million, or 10.0%, to $18.8 million for the quarter ended June 30, 2019, from $17.0 million for the quarter ended June 30, 2018. The increase was due primarily to an increase of $716,000 in compensation and employee benefits, primarily due to increased salary expense associated with new hires related to a branch opening and new lending personnel, and merit increases effective January 1, 2019. Additionally, there were increases of $170,000 in occupancy costs, primarily attributable to higher rent expense, $287,000 in data processing costs, and $688,000 in advertising expense, due in part to the timing of advertising programs and increased expenditures focused on driving growth. Non-interest expense for the quarter ended June 30, 2019 included approximately $625,000 of equity award expense related to equity awards granted on June 11, 2014, which vested in equal installments over a five year period beginning one year from the date of grant and were fully vested on June 11, 2019.

Income Tax Expense. The Company recorded income tax expense of $2.3 million for the quarter ended June 30, 2019, compared to $1.9 million for the quarter ended June 30, 2018. The effective tax rate for the quarter ended June 30, 2019, was 21.7% compared to 15.1% for the quarter ended June 30, 2018, the increase being primarily due to lower excess tax benefits related to the exercise or vesting of equity awards. Excess tax benefits were $193,000 and $1.3 million for the quarters ended June 30, 2019, and June 30, 2018, respectively.

Table of Contents

On May 15, 2019 New Jersey issued a tax technical bulletin which gave guidance on which entities are to be included in a combined group. Real Estate Investment Trusts and Investment Companies will be excluded from the combined group. They will continue to file separate company New Jersey tax returns. As a result of this guidance the Company recorded an additional $211,000 of state tax expense net of federal benefit for the quarter ended June 30, 2019. The $211,000 increase was comprised of $425,000 of current tax expense, partially offset by a write-up of deferred tax assets of $214,000.

The following table sets forth average balances, average yields and costs, and certain other information for the periods indicated.



	ANALYSIS OF NET INTEREST INCOME (Dollars in thousands)
	For the Three Months Ended
	June 30, 2019						June 30, 2018
	Average Outstanding Balance		Interest		Average Yield/ Rate ⁽¹⁾		Average Outstanding Balance		Interest		Average Yield/ Rate ⁽¹⁾
Interest-earning assets:
Loans ⁽²⁾	$	3,260,550	$	33,308	4.10	%	$	3,173,787	$	31,456	3.98	%
Mortgage-backed securities ⁽³⁾	714,930		4,599		2.58		522,009		3,068		2.36
Other securities ⁽³⁾	227,379		1,699		3.00		126,823		821		2.60
Federal Home Loan Bank of New York stock	24,966		340		5.46		25,487		398		6.26
Interest-earning deposits in financial institutions	48,885		247		2.03		57,061		192		1.35
Total interest-earning assets	4,276,710		40,193		3.77		3,905,167		35,935		3.69
Non-interest-earning assets	298,223						238,225
Total assets	$	4,574,933					$	4,143,392

Interest-bearing liabilities:
Savings, NOW, and money market accounts	$	1,918,810	$	5,377	1.12	%	$	1,655,819	$	2,312	0.56	%
Certificates of deposit	1,010,045		5,172		2.05		900,437		3,738		1.67
Total interest-bearing deposits	2,928,855		10,549		1.44		2,556,256		6,050		0.95
Borrowed funds	487,115		2,485		2.05		475,067		2,115		1.79
Total interest-bearing liabilities	3,415,970		13,034		1.53		3,031,323		8,165		1.08
Non-interest bearing deposits	385,820						414,792
Accrued expenses and other liabilities	93,176						50,589
Total liabilities	3,894,966						3,496,704
Stockholders' equity	679,967						646,688
Total liabilities and stockholders' equity	$	4,574,933					$	4,143,392

Net interest income			$	27,159					$	27,770
Net interest rate spread ⁽⁴⁾					2.24	%					2.61	%
Net interest-earning assets ⁽⁵⁾	$	860,740					$	873,844
Net interest margin ⁽⁶⁾					2.55	%					2.85	%
Average interest-earning assets to interest-bearing liabilities					125.20	%					128.83	%




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

Table of Contents

Asset Quality

Purchased Credit Impaired Loans

PCI loans are recorded at estimated fair value using discounted expected future cash flows deemed to be collectible on the date acquired. Based on its detailed review of PCI loans and experience in loan workouts, management believes it has a reasonable expectation about the amount and timing of future cash flows and accordingly has classified PCI loans ($18.1 million at June 30, 2019 and $20.1 million at December 31, 2018) as accruing, even though they may be contractually past due. At June 30, 2019, 6.1% of PCI loans were past due 30 to 89 days, and 22.3% were past due 90 days or more, as compared to 10.0% and 23.3%, respectively, at December 31, 2018.

Originated and Acquired loans

The following table details total originated and acquired (including held-for-sale, but excluding PCI) non-accruing loans, non-performing loans, non-performing assets, troubled debt restructurings (TDRs) on which interest is accruing, and accruing loans 30 to 89 days delinquent at June 30, 2019, and December 31, 2018 (dollars in thousands):



	June 30, 2019			December 31, 2018
Non-accrual loans:
Held-for-investment
Real estate loans:
Commercial	$	9,234		$	7,291
One-to-four family residential	1,026			1,129
Multifamily	447			566
Home equity and lines of credit	150			151
Commercial and industrial	—			25
Total non-accrual loans	10,857			9,162
Loans delinquent 90 days or more and still accruing:
Held-for-investment
Real estate loans:
One-to-four family residential	6			33
Home equity and lines of credit	20			—
Total loans delinquent 90 days or more and still accruing	26			33
Total non-performing loans	10,883			9,195
Total non-performing assets	$	10,883		$	9,195
Non-performing loans to total loans	0.33		%	0.28		%
Non-performing assets to total assets	0.23		%	0.21		%
Loans subject to restructuring agreements and still accruing	$	14,508		$	16,390
Accruing loans 30 to 89 days delinquent	$	4,291		$	8,562

The increase in non-accrual loans during the quarter was primarily attributable to two commercial real estate loans totaling approximately $2.6 million (originated $1.3 million and acquired $1.3 million) being placed on non-accrual status during the quarter ended June 30, 2019. The loans have been individually evaluated for impairment and are adequately secured by collateral with an aggregate fair value of approximately $3.4 million.

Table of Contents

Accruing Loans 30 to 89 Days Delinquent

Loans 30 to 89 days delinquent and on accrual status totaled $4.3 million and $8.6 million at June 30, 2019 and December 31, 2018, respectively. The following table sets forth delinquencies for accruing loans by type and by amount at June 30, 2019 and December 31, 2018 (in thousands):



	June 30, 2019		December 31, 2018
Held-for-investment
Real estate loans:
Commercial	$	2,237	$	2,377
One-to-four family residential	1,798		4,120
Multifamily	—		2,018
Commercial and industrial loans	248		45
Other loans	7		2
Total delinquent accruing loans	$	4,290	$	8,562

Loans Subject to TDR Agreements

Included in non-accruing loans are loans subject to TDR agreements totaling $4.5 million and $513,000 at June 30, 2019 and December 31, 2018, respectively. The increase in non-accruing TDR loans was primarily due to two impaired commercial real estate loans, one with a net carrying balance of $2.8 million, designated a performing TDR during the quarter ended March 31, 2019, as payment terms of the loan were modified, and the second loan with a net carrying balance of $1.3 million, put on non-accrual status during the quarter ended June 30, 2019. At June 30, 2019, two of the non-accruing TDRs totaling $1.5 million were not performing in accordance with their restructured terms, and are collateralized by real estate with an aggregate estimated fair value of $2.7 million. At December 31, 2018, one of the non-accruing TDRs totaling $235,000 was not performing in accordance with its restructured terms and is collateralized by real estate with an estimated fair value of $672,000.

The Company also holds loans subject to restructuring agreements that are on accrual status totaling $14.5 million and $16.4 million at June 30, 2019 and December 31, 2018, respectively. At June 30, 2019, $14.1 million, or 97.3%, of the $14.5 million of accruing loans subject to restructuring agreements were performing in accordance with their restructured terms. At December 31, 2018, $14.8 million, or 90.1%, of the $16.4 million of accruing loans subject to restructuring agreements were performing in accordance with their restructured terms. Generally, the types of concessions that we make to troubled borrowers include both temporary and permanent reductions to interest rates, extensions of payment terms, and, to a lesser extent, forgiveness of principal and interest.

The following table details the amounts and categories of the loans subject to restructuring agreements by loan type as of June 30, 2019 and December 31, 2018 (in thousands):



	June 30, 2019						December 31, 2018
	Non-Accruing			Accruing			Non-Accruing			Accruing
Real estate loans:
Commercial	$	4,130		$	11,100		$	—		$	12,664
One-to-four family residential	355			2,278			361			2,324
Multifamily	41			1,007			152			1,268
Home equity and lines of credit	—			58			—			61
Commercial and industrial loans	—			65			—			73
	$	4,526		$	14,508		$	513		$	16,390

Performing in accordance with restructured terms	66.0		%	97.3		%	54.2		%	90.1		%

Table of Contents

Liquidity and Capital Resources

Liquidity. The 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. The 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.

The 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, 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. The Bank is a member of the FHLBNY, which provides an additional source of short-term and long-term funding. The Bank also has short-term borrowing capabilities with the Federal Reserve Bank of New York. The Bank’s borrowed funds, excluding lease obligations floating rate advances and overnight line of credit, were $590.0 million at June 30, 2019, and had a weighted average interest rate of 2.11%. A total of $175.0 million of these borrowings will mature in less than one year. Borrowed funds, excluding floating rate advances and overnight line of credit, were $403.5 million at December 31, 2018. The Bank has the ability to obtain additional funding from the FHLB and Federal Reserve Bank of New York's discount window of approximately $1.44 billion utilizing unencumbered securities of $475.4 million and loans of $967.8 million at June 30, 2019. The Bank also has a Letter of Credit (“LOC”) of up to $50.0 million with the FHLBNY for the purpose of collateralizing municipal deposits. Any amount pledged for such deposits under the LOC reduces the Bank's available borrowing amount under the FHLB advance agreement. The Bank expects to have sufficient funds available to meet current commitments in the normal course of business.

Northfield Bancorp, Inc. (standalone) is a separate legal entity from the 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 the Bank. At June 30, 2019, Northfield Bancorp, Inc. (standalone) had liquid assets of $42.8 million.

Capital Resources. Federal regulations require federally insured depository institutions to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets of 8.0%, and a 4.0% Tier 1 capital to total assets leverage ratio. In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution 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.

As a result of the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies are required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies must set the minimum capital for the new Community Bank Leverage Ratio at not less than 8% and not more than 10%. The federal banking agencies have proposed 9% as the minimum capital for the Community Bank Leverage Ratio. A financial institution can elect to be subject to this new definition.

Table of Contents

At June 30, 2019 and December 31, 2018, as set forth in the following table, both the Bank and Northfield Bancorp, Inc. exceeded all of the regulatory capital requirements to which they were subject at such dates.



	Northfield Bank	Northfield Bancorp, Inc.	For Capital Adequacy Purposes ⁽¹⁾	For Well Capitalized Under Prompt Corrective Action Provisions
As of June 30, 2019:
Common equity Tier 1 capital (to risk-weighted assets)	14.69%	16.37%	6.375%	6.50%
Tier 1 leverage	12.62%	14.06%	4.000%	5.00%
Tier I capital (to risk-weighted assets)	14.69%	16.37%	7.875%	8.00%
Total capital (to risk-weighted assets)	15.42%	17.10%	9.875%	10.00%
As of December 31, 2018:
Common equity Tier 1 capital (to risk-weighted assets)	16.00%	17.17%	6.375%	6.50%
Tier 1 leverage	13.81%	14.82%	4.000%	5.00%
Tier I capital (to risk-weighted assets)	16.00%	17.17%	7.875%	8.00%
Total capital (to risk-weighted assets)	16.76%	17.93%	9.875%	10.00%

⁽¹⁾ Includes capital conservation buffer at June 30, 2019 and December 31, 2018.

Off-Balance Sheet Arrangements and Contractual Obligations

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

The following table shows the contractual obligations of the Company by expected payment period as of June 30, 2019 (in thousands):



Contractual Obligations	Total		Less than One Year			One to less than Three Years		Three to less than Five Years		More than Five Years
Borrowings	$	695,105	$	280,105	⁽¹⁾	$	245,000	$	157,500	$	12,500
Operating lease liabilities	60,277		6,152			11,424		9,762		32,939
Commitments to originate loans	104,443		104,443			—		—		—
Commitments to fund unused lines of credit	140,626		140,626			—		—		—

⁽¹⁾Includes $100.0 million overnight line of credit and $5.1 million of floating rate advances.

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

For further information regarding our off-balance sheet arrangements and contractual obligations, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Recent Accounting Standards

See Note 12 of the Notes to the Unaudited Consolidated Financial Statements for information about recent accounting developments.

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Management of Market Risk

General. 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 securities 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 Asset-Liability Committee, comprised of our SVP & Chief Investment Officer and Treasurer, who chairs this Committee, our President and Chief Executive Officer, our EVP & Chief Administrative Officer, EVP & Chief Financial Officer, EVP & Chief Lending Officer, EVP Operations, EVP Branch Administration and Business Development, SVP and Chief Risk Officer, and SVP & Director of Marketing, and other officers and staff as necessary or appropriate to manage interest rate risk. 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.

We seek to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. As part of our ongoing asset-liability management, we currently use the following strategies to manage our interest rate risk:


•	originating multifamily loans and commercial real estate loans that generally have shorter maturities than one-to-four family residential real estate loans and have higher interest rates that generally reset from five to ten years;


•	investing in investment grade corporate securities and mortgage-backed securities; and


•	obtaining general financing through lower-cost core deposits, brokered deposits, and longer-term FHLB advances and repurchase agreements.

Shortening the average term of our interest-earning assets by increasing our investments in shorter-term assets, as well as originating loans with variable interest rates, helps to match the maturities and interest rates of our assets and liabilities better, thereby reducing the exposure of our net interest income to changes in market interest rates.

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 changed 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 or decrease 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.

The following tables set forth, as of June 30, 2019 and December 31, 2018, 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 (dollars in thousands). 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 repricing characteristics including decay rates, and correlations to movements in interest rates, and should not be relied on as indicative of actual results.

Table of Contents



	NPV at June 30, 2019
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		Next 12 Months Net Interest Income Percent Change		Months 13-24 Net Interest Income Percent Change
+400	$	4,379,703	$	3,697,911	$	681,792	$	(148,797	)	(17.91	)%	15.57	%	(15.83	)%	0.48	%
+300	4,479,605		3,763,117		716,488		(114,101		)	(13.74	)	15.99		(11.55	)	0.63
+200	4,588,060		3,830,783		757,277		(73,312		)	(8.83	)	16.51		(7.05	)	1.32
+100	4,697,835		3,901,523		796,312		(34,277		)	(4.13	)	16.95		(3.05	)	1.37
—	4,806,611		3,976,022		830,589		—			—		17.28		—		—
(100)	4,917,328		4,059,409		857,919		27,330			3.29		17.45		0.35		(4.36	)
(200)	5,051,853		4,145,526		906,327		75,738			9.12		17.94		0.88		(6.16	)



	NPV at December 31, 2018
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		Next 12 Months Net Interest Income Percent Change		Months 13-24 Net Interest Income Percent Change
+400	$	4,031,597	$	3,319,312	$	712,285	$	(149,277	)	(17.33	)%	17.67	%	(16.59	)%	(3.47	)%
+300	4,124,540		3,376,794		747,746		(113,816		)	(13.21	)	18.13		(12.38	)	(2.56	)
+200	4,223,771		3,436,264		787,507		(74,055		)	(8.60	)	18.64		(7.84	)	(0.97	)
+100	4,324,514		3,498,443		826,071		(35,491		)	(4.12	)	19.10		(3.71	)	(0.11	)
—	4,425,777		3,564,215		861,562		—			—		19.47		—		—
(100)	4,527,603		3,637,211		890,392		28,830			3.35		19.67		1.27		(2.13	)
(200)	4,633,379		3,712,989		920,390		58,828			6.83		19.86		2.03		(3.03	)

At June 30, 2019, in the event of a 200 basis point decrease in interest rates, we would experience a 9.12% increase in estimated net portfolio value and a 0.88% increase in net interest income in year one and a 6.16% decrease in net interest income in year two. In the event of a 400 basis point increase in interest rates, we would experience a 17.91% decrease in estimated net portfolio value and a 15.83% decrease in net interest income in year one and a 0.48% increase in net interest income in year two. Our policies provide that, in the event of a 200 basis point decrease or less in interest rates, our net present value ratio should decrease by no more than 300 basis points and 10%, and in the event of a 400 basis point increase or less, our net present value should decrease by no more than 475 basis points and 35%. In the event of a 200 basis point decrease or less, our projected net interest income should decrease by no more than 10% in year one, and in the event of a 400 basis point increase or less, our projected net interest income should decrease by no more than 30% in year one and 22% in year two. However, when the federal funds rate is low and negative rate shocks do not produce meaningful results, management may temporarily suspend use of guidelines for negative interest rate shocks. At June 30, 2019, we were in compliance with all board approved policies with respect to interest rate risk management.

Certain shortcomings are inherent in the methodologies used in determining interest rate risk through changes in net portfolio value and net interest income. Our model requires us to make certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. However, we also apply consistent parallel yield curve shifts (in both directions) to determine possible changes in net interest income if the theoretical yield curve shifts occurred gradually. Net interest income analysis also adjusts the asset and liability repricing analysis based on changes in prepayment rates resulting from the parallel yield curve shifts. In addition, the net portfolio value 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 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 portfolio value or net interest income and will differ from actual results.

Table of Contents

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the President and 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 Exchange Act of 1934, as amended) as of June 30, 2019. Based on that evaluation, the Company’s management, including the President and Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the three months ended June 30, 2019, 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.

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 quarter ended June 30, 2019, there have been no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission, except as described below:

The performance of the Company's multifamily loans could be adversely impacted by regulation.

Multifamily loans generally involve a greater risk than one-to-four family residential loans, including being subject to legislation and government regulations involving rent control and rent stabilization, which are outside the control of the borrower or the Company. These regulations could have a negative effect on the future cash flow of such properties and the related underlying values of such properties which many times is the sole collateral for the loan.

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 June 30, 2019.



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) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs ⁽¹⁾
May 1, 2019 through May 31, 2019	397,395	$	15.12	397,395	$	31,181,899
June 1, 2019 through June 30, 2019	266,100	15.21		266,100	27,135,320
Total	663,495			663,495

⁽¹⁾On April 24, 2019, the Company's Board of Directors approved a new $37.2 million stock repurchase program under which the Company is authorized to repurchase shares and anticipates conducting such repurchases in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The timing of the repurchases will depend on certain factors, including but not limited to, market conditions and prices, the Company’s liquidity and capital requirements, and alternative uses of capital. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes. The repurchases may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The Company is not obligated to purchase any particular number of shares.

Table of Contents

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

The following exhibits required by Item 601 of Regulation S-K are included with this Quarterly Report on Form 10-Q.



Exhibit Number		Description
31.1		Certification of Steven M. Klein, President 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 Steven M. Klein, President 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.INS		XBRL (Extensible Business Reporting Language) Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover page information from the Company's Quarterly Report on Form 10-Q filed August 9, 2019, formatted in Inline XBRL

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: August 9, 2019

/s/ Steven M. Klein

Steven M. Klein

President and Chief Executive Officer

/s/ William R. Jacobs

William R. Jacobs

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)