Northfield Bancorp, Inc. - Quarter Report: 2022 September (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 September 30, 2022

☐ 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 (§232.405 of this chapter) during the preceding 12 months (or for such 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 October 31, 2022, the registrant had 47,770,575 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	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59
Item 4.	Controls and Procedures	61

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	62
Item 1A.	Risk Factors	62
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibits	63
	SIGNATURES	64

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

NORTHFIELD BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands, except share amounts)


	September 30, 2022		December 31, 2021
ASSETS:
Cash and due from banks	$	13,882	$	18,191
Interest-bearing deposits in other financial institutions	56,783		72,877
Total cash and cash equivalents	70,665		91,068
Trading securities	10,074		13,461
Debt securities available-for-sale, at estimated fair value (with no allowance for credit losses at September 30, 2022 and December 31, 2021)	1,002,231		1,208,237
Debt securities held-to-maturity, at amortized cost	4,572		5,283
(estimated fair value of $4,110 at September 30, 2022, and $5,475 at December 31, 2021, with no allowance for credit losses at September 30, 2022 and December 31, 2021)
Equity securities	8,571		5,342
Loans held-for-sale	504		—



Loans held-for-investment, net	4,246,181		3,806,617
Less: allowance for credit losses	(41,883)		(38,973)
Net loans held-for-investment	4,204,298		3,767,644
Accrued interest receivable	16,075		14,572
Bank-owned life insurance	167,046		164,500
Federal Home Loan Bank (“FHLB”) of New York stock, at cost	22,417		22,336
Operating lease right-of-use assets	35,446		33,943
Premises and equipment, net	25,382		25,937
Goodwill	41,012		41,012

Other assets	61,302		37,207
Total assets	$	5,669,595	$	5,430,542

LIABILITIES AND STOCKHOLDERS’ EQUITY:
LIABILITIES:
Deposits	$	4,404,159	$	4,169,334
Securities sold under agreements to repurchase	25,000		50,000
FHLB advances and other borrowings	382,678		371,755
Subordinated debentures, net of issuance costs	60,940		—
Operating lease liabilities	41,051		39,851
Advance payments by borrowers for taxes and insurance	26,137		24,909
Accrued expenses and other liabilities	36,328		34,810
Total liabilities	4,976,293		4,690,659

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, 64,770,875 shares issued at
September 30, 2022 and December 31, 2021, 47,888,376 and 49,266,733 outstanding at September 30, 2022 and December 31, 2021, respectively	648		648
Additional paid-in-capital	589,602		589,972
Unallocated common stock held by employee stock ownership plan	(16,344)		(17,058)
Retained earnings	410,134		381,361
Accumulated other comprehensive (loss) income	(53,834)		2,063
Treasury stock at cost: 16,882,499 and 15,504,142 shares at September 30, 2022 and December 31, 2021, respectively	(236,904)		(217,103)
Total stockholders’ equity	693,302		739,883
Total liabilities and stockholders’ equity	$	5,669,595	$	5,430,542

See accompanying notes to unaudited consolidated financial statements.

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NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Interest income:
Loans	$	42,311	38,539		$	118,030	$	119,515
Mortgage-backed securities	3,284		2,738		8,802		8,379
Other securities	1,201		494		2,885		1,402
FHLB of New York dividends	283		318		788		1,024
Deposits in other financial institutions	199		57		423		129
Total interest income	47,278		42,146		130,928		130,449
Interest expense:
Deposits	2,121		1,420		4,614		4,961
Borrowings	2,304		2,309		6,388		8,208
Subordinated debt	842		—		961		—
Total interest expense	5,267		3,729		11,963		13,169
Net interest income	42,011		38,417		118,965		117,280
Provision/(benefit) for credit losses	2,703		(148)		3,255		(6,223)
Net interest income after provision/(benefit) for credit losses	39,308		38,565		115,710		123,503
Non-interest income:
Fees and service charges for customer services	1,500		1,370		4,206		3,894
Income on bank-owned life insurance	861		862		2,548		2,567
Gains on available-for-sale debt securities, net	—		370		264		976
(Losses)/gains on trading securities, net	(426)		(75)		(2,791)		1,096
Gains on sales of loans	273		—		273		1,401


Other	78		101		264		246
Total non-interest income	2,286		2,628		4,764		10,180
Non-interest expense:
Compensation and employee benefits	10,784		10,334		29,709		31,672
Occupancy	3,347		3,425		10,041		10,626
Furniture and equipment	438		431		1,290		1,310
Data processing	1,847		1,538		5,322		4,968
Professional fees	903		826		3,040		2,564
Advertising	420		576		1,257		1,725
Federal Deposit Insurance Corporation insurance	356		336		1,068		1,057
Credit loss (benefit) expense for off-balance sheet exposures	(1,888)		265		(1,260)		528
Other	1,663		1,304		4,825		4,019
Total non-interest expense	17,870		19,035		55,292		58,469
Income before income tax expense	23,724		22,158		65,182		75,214
Income tax expense	6,745		6,078		18,202		20,663
Net income	$	16,979	$	16,080	$	46,980	$	54,551
Net income per common share:
Basic	$	0.37	$	0.33	$	1.01	$	1.12
Diluted	$	0.37	$	0.33	$	1.01	$	1.11


See accompanying notes to unaudited consolidated financial statements.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income	$	16,979	$	16,080	$	46,980	$	54,551
Other comprehensive loss:
Unrealized losses on debt securities available-for-sale:
Net unrealized holding losses	(31,339)		(3,550)		(77,312)		(6,700)
Less: reclassification adjustment for net gains included in net income	—		(370)		(264)		(976)
Net unrealized losses	(31,339)		(3,920)		(77,576)		(7,676)
Post-retirement benefits adjustment	—		—		(48)		—

Other comprehensive loss, before tax	(31,339)		(3,920)		(77,624)		(7,676)
Income tax benefit related to net unrealized holding losses on debt securities available-for-sale	8,771		995		21,640		1,876
Income tax expense related to reclassification adjustment for gains included in net income	—		103		74		273
Income tax expense related to post retirement benefit adjustment	—		—		13		—

Other comprehensive loss, net of tax	(22,568)		(2,822)		(55,897)		(5,527)
Comprehensive (loss) income	$	(5,589)	$	13,258	$	(8,917)	$	49,024

See accompanying notes to unaudited consolidated financial statements.

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NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three Months Ended September 30, 2022 and 2021

(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 June 30, 2021	50,843,651	$	648	$	589,664	$	(18,040)	$	361,638	$	10,455	$	(191,155)	$	753,210
Net income								16,080						16,080
Other comprehensive loss, net of tax										(2,822)				(2,822)
ESOP shares allocated or committed to be released				247		248								495
Stock compensation expense				246										246
Restricted stock forfeitures	(8,554)			111								(111)		—
Exercise of stock options, net	44,196			(988)								1,435		447
Cash dividends declared and paid ($0.13 per common share)								(6,310)						(6,310)
Repurchase of treasury stock (average cost of $16.63 per share)	(1,323,607)											(22,140)		(22,140)

Balance at September 30, 2021	49,555,686	$	648	$	589,280	$	(17,792)	$	371,408	$	7,633	$	(211,971)	$	739,206

Balance at June 30, 2022	48,684,875	$	648	$	588,940	$	(16,584)	$	399,131	$	(31,266)	$	(225,596)	$	715,273
Net income								16,979						16,979
Other comprehensive loss, net of tax										(22,568)				(22,568)
ESOP shares allocated or committed to be released				179		240								419
Stock compensation expense				456										456

Restricted stock forfeitures	(1,902)			28								(28)		—
Exercise of stock options, net	1,000			(1)								14		13
Cash dividends declared and paid ($0.13 per common share)								(5,976)						(5,976)
Repurchase of treasury stock (average cost of $14.20 per share)	(795,597)											(11,294)		(11,294)

Balance at September 30, 2022	47,888,376	$	648	$	589,602	$	(16,344)	$	410,134	$	(53,834)	$	(236,904)	$	693,302

See accompanying notes to unaudited consolidated financial statements.

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NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Nine Months Ended September 30, 2022 and 2021

(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, 2020	52,209,897	$	648	$	590,506	$	(18,529)	$	338,093	$	13,160	$	(169,897)	$	753,981
Cumulative adjustment for adoption of ASU 2016-13								(3,087)						(3,087)
Balance at January 1, 2021	52,209,897	648		590,506		(18,529)		335,006		13,160		(169,897)		750,894
Net income								54,551						54,551
Other comprehensive loss, net of tax										(5,527)				(5,527)
ESOP shares allocated or committed to be released				661		737								1,398
Stock compensation expense				750										750
Restricted stock issuance	147,315			(1,821)								1,821		—
Restricted stock forfeitures	(11,791)			159								(159)		—
Exercise of stock options, net	176,966			(975)								3,237		2,262
Cash dividends declared and paid ($0.37 per common share)								(18,149)						(18,149)
Repurchase of treasury stock (average cost of $15.79 per share)	(2,966,701)											(46,973)		(46,973)

Balance at September 30, 2021	49,555,686	$	648	$	589,280	$	(17,792)	$	371,408	$	7,633	$	(211,971)	$	739,206

Balance at December 31, 2021	49,266,733	$	648	$	589,972	$	(17,058)	$	381,361	$	2,063	$	(217,103)	$	739,883

Net income								46,980						46,980
Other comprehensive loss, net of tax										(55,897)				(55,897)
ESOP shares allocated or committed to be released				557		714								1,271
Stock compensation expense				1,301										1,301
Restricted stock issuance	157,416			(2,484)								2,484		—
Restricted stock forfeitures	(18,515)			265								(265)		—
Exercise of stock options, net	18,040			(9)								253		244
Cash dividends declared and paid ($0.39 per common share)								(18,207)						(18,207)
Repurchase of treasury stock (average cost of $14.51 per share)	(1,535,298)											(22,273)		(22,273)

Balance at September 30, 2022	47,888,376	$	648	$	589,602	$	(16,344)	$	410,134	$	(53,834)	$	(236,904)	$	693,302

See accompanying notes to unaudited consolidated financial statements.

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NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (In thousands)


	Nine Months Ended September 30,
	2022		2021
Net income	$	46,980	$	54,551
Adjustments to reconcile net income to net cash provided by operating activities:
Provision (benefit) for credit losses	3,255		(6,223)
ESOP and stock compensation expense	2,572		2,148

Depreciation	2,755		2,919
Amortization of premiums and deferred loan costs, net of (accretion) discounts, and deferred loan fees	7,298		807
Amortization of debt issuance costs	56		—
Amortization of intangible assets	130		150
Amortization of operating lease right-of-use assets	3,468		3,274
Income on bank-owned life insurance	(2,548)		(2,567)
Net gain on sale of loans	(273)		(1,401)

Origination of loans held-for-sale	(504)		—
Gains on available-for-sale debt securities, net	(264)		(976)
Losses (gains) on trading securities, net	2,791		(1,096)
Gain on sale of other real estate owned, net	(17)		—
Net sales of trading securities	596		626
(Increase) decrease in accrued interest receivable	(1,503)		864
Increase in other assets	(7,949)		(10,970)
Increase in accrued expenses and other liabilities	1,518		1,297
Net cash provided by operating activities	58,361		43,403
Cash flows from investing activities:
Net increase in loans receivable	(434,992)		(116,535)
Purchases of loans	(7,696)		—
Proceeds from sale of loans held-for-sale	2,796		151,559
Purchases of FHLB of New York stock	(25,043)		(220)
Redemptions of FHLB of New York stock	24,962		6,525
Purchases of debt securities available-for-sale	(168,988)		(409,506)
Purchases of equity securities	(3,229)		(5,000)
Principal payments and maturities on debt securities available-for-sale	249,213		370,992
Principal payments and maturities on debt securities held-to-maturity	674		1,376

Proceeds from sale of debt securities available-for-sale	41,464		207,991
Proceeds from sale of equity securities	—		34
Proceeds from bank-owned life insurance	1,526		1,021
Proceeds from sale of other real estate owned	125		—
Purchases and improvements of premises and equipment	(2,200)		(1,293)

Net cash (used in) provided by investing activities	(321,388)		206,944
Cash flows from financing activities:
Net increase in deposits	234,825		64,829
Dividends paid	(18,207)		(18,149)



Exercise of stock options	244		2,262
Purchase of treasury stock	(22,273)		(46,973)

Increase in advance payments by borrowers for taxes and insurance	1,228		3,819
Proceeds from issuance of subordinated debt, net of issuance costs	60,884		—
Proceeds from securities sold under agreements to repurchase and other borrowings	105,923		15
Repayments related to securities sold under agreements to repurchase and other borrowings	(120,000)		(170,000)
Net cash provided by (used in) financing activities	242,624		(164,197)
Net (decrease) increase in cash and cash equivalents	(20,403)		86,150
Cash and cash equivalents at beginning of period	91,068		87,544
Cash and cash equivalents at end of period	$	70,665	$	173,694

See accompanying notes to unaudited consolidated financial statements

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NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

(Unaudited) (In thousands)


	Nine Months Ended September 30,
	2022		2021
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	11,578	$	13,665
Income taxes	19,399		27,090
Non-cash transactions:
Loan charge-offs, net	345		2,875
Right-of-use assets obtained in exchange for new lease liabilities	4,983		1,596
Transfer of loans held-for-investment to loans held-for-sale at fair value	2,523		131,883
Transfer of loans held-for-sale at fair value to loans held-for-investment	—		1,612
Transfer of loans held-for-investment to other real estate owned	—		100

See accompanying notes to unaudited consolidated financial statements.

NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Consolidated Financial Statements

Basis of Presentation

The consolidated financial statements are comprised of the accounts of Northfield Bancorp, Inc. and its wholly owned subsidiaries, Northfield Investments, Inc. and Northfield Bank (the “Bank”), and the Bank’s wholly-owned subsidiaries, NSB Services Corp. and NSB Realty Trust (collectively the “Company”). 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 balance sheets and the consolidated statements of comprehensive income for the unaudited periods presented have been included. The results of operations and other data presented for the three and nine months ended September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022 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 balance sheets and for the periods indicated in the consolidated statements of comprehensive income. Material estimates that are particularly susceptible to change are: the allowance for credit losses, estimated cash flows of our purchased credit-deteriorated (“PCD”, or, previously, purchased credit-impaired “PCI”) loans and the valuation allowance against deferred tax assets. 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 Company's Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC.

Note 2 – Debt Securities Available-for-Sale

The following is a comparative summary of mortgage-backed securities and other debt securities available-for-sale at September 30, 2022, and December 31, 2021 (in thousands):


	September 30, 2022
			Gross		Gross		Estimated
	Amortized		unrealized		unrealized		fair
	cost		gains		losses		value
U.S. Government agency securities	$	76,150	$	—	$	(4,310)	$	71,840
Mortgage-backed securities:
Pass-through certificates:
Government sponsored enterprises ("GSEs")	502,503		1		(47,913)		454,591
Real estate mortgage investment conduits ("REMICs"):
GSE	296,702		—		(14,533)		282,169

	799,205		1		(62,446)		736,760
Other debt securities:
Municipal bonds	26		—		—		26

Corporate bonds	201,705		9		(8,109)		193,605

	201,731		9		(8,109)		193,631
Total debt securities available-for-sale	$	1,077,086	$	10	$	(74,865)	$	1,002,231

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)


	December 31, 2021
			Gross		Gross		Estimated
	Amortized		unrealized		unrealized		fair
	cost		gains		losses		value
U.S. Government agency securities	$	2,344	$	—	$	(54)	$	2,290
Mortgage-backed securities:
Pass-through certificates:
GSE	579,035		5,233		(2,862)		581,406
REMICs:
GSE	390,755		2,398		(1,443)		391,710

	969,790		7,631		(4,305)		973,116
Other debt securities:
Municipal bonds	71		1		—		72
Corporate bonds	233,311		192		(744)		232,759

	233,382		193		(744)		232,831
Total debt securities available-for-sale	$	1,205,516	$	7,824	$	(5,103)	$	1,208,237

The following is a summary of the expected maturity distribution of debt securities available-for-sale, other than mortgage-backed securities, at September 30, 2022 (in thousands):


Available-for-sale	Amortized cost		Estimated fair value
Due in one year or less	$	159,695	$	153,951
Due after one year through five years	117,037		110,507
Due after five years through ten years	1,149		1,013

	$	277,881	$	265,471

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 September 30, 2022 and December 31, 2021, the fair value of debt securities available-for-sale that were pledged to secure borrowings and deposits was $552.5 million and $522.1 million, respectively.

For the three months ended September 30, 2022, the Company had no sales of debt securities available-for-sale, and no gross realized gains or losses. For the nine months ended September 30, 2022, the Company had gross proceeds of $41.5 million on sales and calls of debt securities available-for-sale, with gross realized gains of $264,000 related to the sales of securities and no gross realized losses. For the three months ended September 30, 2021, the Company had gross proceeds of $112.5 million on sales of debt securities available-for-sale, with gross realized gains of $370,000 and no gross realized losses. For the nine months ended September 30, 2021, the Company had gross proceeds of $208.0 million on sales and calls of debt securities available-for-sale, with gross realized gains of $976,000 related to sales of securities and no gross realized losses. The Company recognized net losses of $426,000 and $2.8 million on its trading securities portfolio during the three and nine months ended September 30, 2022, respectively. During the three and nine months ended September 30, 2021, the Company recognized net losses of $75,000 and net gains of $1.1 million, respectively, on its trading securities portfolio.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Gross unrealized losses on mortgage-backed securities 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 September 30, 2022 and December 31, 2021, were as follows (in thousands):


	September 30, 2022
	Less than 12 months				12 months or more				Total
	Unrealized		Estimated		Unrealized		Estimated		Unrealized		Estimated
	losses		fair value		losses		fair value		losses		fair value
U.S. Government agency securities	$	(4,174)	$	70,826	$	(136)	$	1,014	$	(4,310)	$	71,840
Mortgage-backed securities:
Pass-through certificates:
GSE	(35,357)		353,695		(12,556)		100,734		(47,913)		454,429
REMICs:
GSE	(7,643)		199,686		(6,890)		82,483		(14,533)		282,169

Other debt securities:
Corporate bonds	(4,311)		129,617		(3,798)		46,201		(8,109)		175,818


Total	$	(51,485)	$	753,824	$	(23,380)	$	230,432	$	(74,865)	$	984,256


	December 31, 2021
	Less than 12 months				12 months or more				Total
	Unrealized		Estimated		Unrealized		Estimated		Unrealized		Estimated
	losses		fair value		losses		fair value		losses		fair value
U.S. Government agency securities	$	—	$	—	$	(54)	$	2,290	$	(54)	$	2,290
Mortgage-backed securities:
Pass-through certificates:
GSE	(2,543)		417,291		(318)		14,625		(2,861)		431,916
REMICs:
GSE	(1,350)		125,725		(94)		4,413		(1,444)		130,138

Other debt securities:

Corporate bonds	(744)		146,853		—		—		(744)		146,853
Total	$	(4,637)	$	689,869	$	(466)	$	21,328	$	(5,103)	$	711,197

The Company held 23 pass-through mortgage-backed securities issued or guaranteed by GSEs, 31 REMIC mortgage-backed securities issued or guaranteed by GSEs, six corporate bonds, and one U.S. Government agency security that were in a continuous unrealized loss position of twelve months or greater at September 30, 2022. There were 102 pass-through mortgage-backed securities issued or guaranteed by GSEs, 55 REMIC mortgage-backed securities issued or guaranteed by GSEs, 23 corporate bonds and four U.S. Government agency securities that were in an unrealized loss position of less than twelve months at September 30, 2022. All securities referred to above were rated investment grade at September 30, 2022.

Available for sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. In performing an assessment of whether any decline in fair value is due to a credit loss, the Company considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level such as credit deterioration of the issuer or collateral underlying the security. In assessing the impairment, the Company compares the present value of cash flows expected to be collected with the amortized cost basis of the security. If it is determined that the decline in fair value was due to credit losses, an allowance for credit losses is recorded, limited to the amount the fair value is less than amortized cost basis. The Company did not recognize any allowance for credit losses on its available-for-sale debt securities as of September 30, 2022 or December 31, 2021.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The non-credit related decrease in the fair value, such as a decline due to changes in market interest rates, is recorded in other comprehensive income, net of tax. The Company also assesses its intent to sell the securities (as well as the likelihood of a near-term recovery). If the Company intends to sell an available for sale debt security or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis, the debt security is written down to its fair value and the write down is charged to the debt security’s fair value at the reporting date with any incremental impairment reported in earnings.

The Company has made the accounting policy election to exclude accrued interest receivable on available-for-sale securities from the estimate of credit losses. Accrued interest receivable associated with debt securities available-for-sale totaled $2.4 million and $2.5 million, respectively, at September 30, 2022 and December 31, 2021 was reported in accrued interest receivable on the consolidated balance sheets.

Note 3 – Debt Securities Held-to-Maturity

The following is a summary of mortgage-backed securities held-to-maturity at September 30, 2022 and December 31, 2021 (in thousands):


	September 30, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Mortgage-backed securities:
Pass-through certificates:
GSE	$	4,572	$	—	$	(462)	$	4,110
Total securities held-to-maturity	$	4,572	$	—	$	(462)	$	4,110


	December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Mortgage-backed securities:
Pass-through certificates:
GSE	$	5,283	$	192	$	—	$	5,475
Total securities held-to-maturity	$	5,283	$	192	$	—	$	5,475

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 nine months ended September 30, 2022 or September 30, 2021.

At September 30, 2022 and December 31, 2021, debt securities held-to-maturity with a carrying value of $2.0 million and $2.1 million, respectively, were pledged to secure borrowings and deposits.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

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 September 30, 2022 were as follows (in thousands):


	September 30, 2022
	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	$	(462)	$	4,110	$	—	$	—	$	(462)	$	4,110

Total	$	(462)	$	4,110	$	—	$	—	$	(462)	$	4,110

The Company held six pass-through mortgage-backed debt securities held-to-maturity issued or guaranteed by GSEs that were in an unrealized loss position of less than twelve months at September 30, 2022 and no held-to-maturity securities in an unrealized loss position of greater than twelve months at September 30, 2022. There were no held-to-maturity securities in an unrealized loss position at December 31, 2021.

The Company's held-to-maturity securities are residential mortgage-backed securities issued by Ginnie Mae, Freddie Mac and Fannie Mae, and it is expected that the securities will not be settled at prices less than the amortized cost bases of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. Government. Accordingly, no allowance for credit losses has been recorded for these securities.

The Company has made the accounting policy election to exclude accrued interest receivable on held-to-maturity securities from the estimate of credit losses. Accrued interest receivable associated with held-to-maturity securities totaling $14,000 and $15,000, respectively, at September 30, 2022 and December 31, 2021 was reported in accrued interest receivable on the consolidated balance sheets.

Note 4 – Equity Securities

At September 30, 2022, and December 31, 2021, equity securities totaled $8.6 million and $5.3 million, respectively. Equity securities consisted of money market mutual funds recorded at fair value of $1.0 million and $328,000 at September 30, 2022 and December 31, 2021, respectively, and an investment in a private SBA loan fund (the “SBA Loan Fund”) recorded at net asset value of $7.5 million and $5.0 million at September 30, 2022 and December 31, 2021, respectively. 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 SBA Loan Fund was recorded at net asset value as a practical expedient for reporting fair value.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Note 5 – Loans

The following table summarizes the Company’s loans held-for-investment (in thousands):


	September 30,		December 31,
	2022		2021
Real estate loans:
Multifamily	$	2,856,322	$	2,518,065
Commercial mortgage	889,390		808,597
One-to-four family residential mortgage	176,251		183,665
Home equity and lines of credit	146,546		109,956
Construction and land	21,668		27,495
Total real estate loans	4,090,177		3,647,778
Commercial and industrial loans (1)	141,873		141,005
Other loans	2,158		2,015
Total commercial and industrial and other loans	144,031		143,020

Loans held-for-investment, net (excluding PCD)	4,234,208		3,790,798
PCD loans	11,973		15,819
Total loans held-for-investment, net	4,246,181		3,806,617
Allowance for credit losses	(41,883)		(38,973)
Net loans held-for-investment	$	4,204,298	$	3,767,644

(1) Included in commercial and industrial loans at September 30, 2022 and December 31, 2021 are Payment Protection Program ("PPP") loans totaling $5.5 million and $40.5 million, respectively.

The Company had $504,000 of loans held-for-sale at September 30, 2022 and no loans held-for-sale at December 31, 2021.

In addition to originating loans, the Company may acquire loans through portfolio purchases or acquisitions of other companies. Purchased loans that have evidence of more than insignificant credit deterioration since origination are deemed PCD loans. For PCD loans, each loan pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. PCD loans totaled $12.0 million at September 30, 2022, as compared to $15.8 million at December 31, 2021. The majority of the PCD loan balance is attributable to loans acquired as part of a Federal Deposit Insurance Corporation-assisted transaction. At September 30, 2022, PCD loans consisted of approximately 10% home equity loans, 28% commercial real estate loans, 51% commercial and industrial loans, and 12% in one-to-four family residential loans. At December 31, 2021, PCD loans consisted of approximately 16% one-to-four family residential loans, 25% commercial real estate loans, 48% commercial and industrial loans, and 11% in construction and land and home equity loans.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Credit Quality Indicators

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 the time of origination (unless a current appraisal has been obtained as a result of the loan being deemed impaired).

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 credit losses on loans and the allowance for credit losses for loans held-for-investment. After determining the loss factor for each 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 credit risk rating to a loan, management utilizes the Bank’s internal nine-point credit risk rating system.

1.Strong

2.Good

3.Acceptable

4.Adequate

5.Watch

6.Special Mention

7.Substandard

8.Doubtful

9.Loss

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

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following table presents the Company’s loans held-for-investment, excluding PCD loans, by loan class, credit risk ratings and year of origination, at September 30, 2022 (in thousands):


	September 30, 2022
	2022		2021		2020		2019		2018		Prior		Revolving Loans		Total
Real Estate:
Multifamily
Pass	$	631,548	$	680,378	$	507,781	$	258,676	$	206,172	$	561,413	$	481	$	2,846,449

Substandard	—		—		—		—		3,806		6,067		—		9,873
Total multifamily	631,548		680,378		507,781		258,676		209,978		567,480		481		2,856,322
Commercial
Pass	184,761		148,516		68,708		91,988		74,606		282,770		8,236		859,585
Special mention	—		—		—		—		—		4,894		—		4,894
Substandard	2,901		10,652		—		—		—		11,358		—		24,911
Total commercial	187,662		159,168		68,708		91,988		74,606		299,022		8,236		889,390
One-to-four family residential
Pass	22,702		12,408		8,667		10,149		7,924		110,714		1,015		173,579
Special mention	—		—		—		—		—		1,900		—		1,900
Substandard	—		—		—		—		—		772		—		772
Total one-to-four family residential	22,702		12,408		8,667		10,149		7,924		113,386		1,015		176,251
Home equity and lines of credit
Pass	30,237		16,460		8,446		6,069		4,697		11,843		68,270		146,022
Special mention	—		—		—		—		—		39		—		39
Substandard	—		—		—		93		49		343		—		485
Total home equity and lines of credit	30,237		16,460		8,446		6,162		4,746		12,225		68,270		146,546
Construction and land
Pass	6,223		1,556		5,106		1,296		1,439		3,978		—		19,598

Substandard	—		—		—		—		2,070		—		—		2,070
Total construction and land	6,223		1,556		5,106		1,296		3,509		3,978		—		21,668
Total real estate loans	878,372		869,970		598,708		368,271		300,763		996,091		78,002		4,090,177
Commercial and industrial
Pass	10,912		13,042		8,012		3,653		1,611		8,684		93,890		139,804
Special mention	—		—		—		—		—		132		295		427
Substandard	—		16		98		50		200		245		1,033		1,642
Total commercial and industrial	10,912		13,058		8,110		3,703		1,811		9,061		95,218		141,873
Other
Pass	1,927		—		122		8		12		34		55		2,158


Total other	1,927		—		122		8		12		34		55		2,158
Total loans held-for-investment, net	$	891,211	$	883,028	$	606,940	$	371,982	$	302,586	$	1,005,186	$	173,275	$	4,234,208

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following table presents the Company’s loans held-for-investment, excluding PCD loans, by loan class, credit risk ratings and year of origination, at December 31, 2021 (in thousands):


	December 31, 2021
	2021		2020		2019		2018		2017		Prior		Revolving Loans		Total
Real Estate:
Multifamily
Pass	$	723,029	$	525,078	$	322,067	$	238,692	$	231,647	$	461,834	$	184	$	2,502,531
Special mention	—		—		—		—		—		425		—		425
Substandard	—		—		1,724		5,401		—		7,984		—		15,109
Total multifamily	723,029		525,078		323,791		244,093		231,647		470,243		184		2,518,065
Commercial
Pass	153,803		72,718		97,228		99,165		65,750		274,195		2,589		765,448
Special mention	—		—		505		—		1,095		8,559		—		10,159
Substandard	10,881		—		7,866		—		2,854		11,389		—		32,990
Total commercial	164,684		72,718		105,599		99,165		69,699		294,143		2,589		808,597
One-to-four family residential
Pass	12,095		9,040		11,244		13,299		10,232		120,693		1,004		177,607
Special mention	—		—		467		—		—		2,336		—		2,803
Substandard	—		—		517		—		—		2,738		—		3,255
Total one-to-four family residential	12,095		9,040		12,228		13,299		10,232		125,767		1,004		183,665
Home equity and lines of credit
Pass	18,449		12,244		7,347		6,031		2,592		11,162		51,494		109,319
Special mention	—		—		—		—		—		103		—		103
Substandard	—		—		96		50		—		388		—		534
Total home equity and lines of credit	18,449		12,244		7,443		6,081		2,592		11,653		51,494		109,956
Construction and land
Pass	9,883		5,755		2,039		4,062		1,809		3,467		480		27,495


Total construction and land	9,883		5,755		2,039		4,062		1,809		3,467		480		27,495
Total real estate loans	928,140		624,835		451,100		366,700		315,979		905,273		55,751		3,647,778
Commercial and industrial
Pass	45,426		10,087		4,378		2,316		640		9,298		61,728		133,873
Special mention	—		—		166		—		132		224		50		572
Substandard	—		361		154		595		—		726		4,724		6,560
Total commercial and industrial	45,426		10,448		4,698		2,911		772		10,248		66,502		141,005
Other
Pass	1,715		156		19		26		—		49		50		2,015


Total other	1,715		156		19		26		—		49		50		2,015
Total loans held-for-investment, net	$	975,281	$	635,439	$	455,817	$	369,637	$	316,751	$	915,570	$	122,303	$	3,790,798

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Past Due and Non-Accrual Loans

Included in loans receivable held-for-investment 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 $9.8 million and $7.6 million at September 30, 2022, and December 31, 2021, respectively. Generally, originated 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.

When an individual loan no longer demonstrates the similar credit risk characteristics as other loans within its current segment, the Company evaluates each for expected credit losses on an individual basis. All non-accrual loans $500,000 and above and all loans designated as troubled debt restructurings ("TDRs") are individually evaluated. The non-accrual amounts included in loans individually evaluated for impairment were $5.3 million and $4.2 million at September 30, 2022, and December 31, 2021, 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 $4.5 million at September 30, 2022, and $3.4 million at December 31, 2021. Loans past due 90 days or more and still accruing interest were $54,000 and $384,000 at September 30, 2022 and December 31, 2021, respectively, and consisted of loans that are well secured and in the process of collection.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables set forth the detail, and delinquency status, of non-performing loans (non-accrual loans and loans past due 90 days or more and still accruing), net of deferred fees and costs, at September 30, 2022, and December 31, 2021, excluding PCD loans (in thousands):


	September 30, 2022
	Total Non-Performing Loans
	Non-Accruing Loans
	Current		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:
Multifamily


Substandard	$	—	$	352	$	3,345	$	3,697	$	—	$	3,697
Total multifamily	—		352		3,345		3,697		—		3,697
Commercial


Substandard	2,821		640		1,750		5,211		18		5,229
Total commercial	2,821		640		1,750		5,211		18		5,229
One-to-four family residential


Substandard	—		—		126		126		6		132
Total one-to-four family residential	—		—		126		126		6		132





Home equity and lines of credit


Substandard	190		—		77		267		—		267
Total home equity and lines of credit	190		—		77		267		—		267
Total real estate	3,011		992		5,298		9,301		24		9,325
Commercial and industrial loans


Substandard	27		—		497		524		23		547
Total commercial and industrial loans	27		—		497		524		23		547
Other loans
Pass	—		—		—		—		7		7
Total other	—		—		—		—		7		7
Total non-performing loans	$	3,038	$	992	$	5,795	$	9,825	$	54	$	9,879

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)


	December 31, 2021
	Total Non-Performing Loans
	Non-Accruing Loans
	Current		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:
Multifamily


Substandard	$	—	$	280	$	1,602	$	1,882	$	—	$	1,882
Total multifamily	—		280		1,602		1,882		—		1,882
Commercial

Special mention	—		—		280		280		—		280
Substandard	2,944		—		1,893		4,837		147		4,984
Total commercial	2,944		—		2,173		5,117		147		5,264
One-to-four family residential


Substandard	—		—		314		314		165		479
Total one-to-four family residential	—		—		314		314		165		479
Home equity and lines of credit


Substandard	—		—		281		281		—		281
Total home equity and lines of credit	—		—		281		281		—		281





Total real estate	2,944		280		4,370		7,594		312		7,906
Commercial and industrial loans
Pass	—		—		—		—		72		72

Substandard	28		—		—		28		—		28
Total commercial and industrial loans	28		—		—		28		72		100



Total non-performing loans	$	2,972	$	280	$	4,370	$	7,622	$	384	$	8,006

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables set forth the detail and delinquency status of loans held-for-investment, excluding PCD loans, net of deferred fees and costs, at September 30, 2022, and December 31, 2021 (in thousands):


	September 30, 2022
			Past Due Loans
	30-89 Days Past Due		90 Days or More Past Due		90 Days or More Past Due and Accruing		Total Past Due		Current		Total Loans Receivable, net
Loans held-for-investment:
Real estate loans:
Multifamily
Pass	$	591	$	—	$	—	$	591	$	2,845,858	$	2,846,449

Substandard	486		3,345		—		3,831		6,042		9,873
Total multifamily	1,077		3,345		—		4,422		2,851,900		2,856,322
Commercial
Pass	133		—		—		133		859,452		859,585
Special mention	—		—		—		—		4,894		4,894
Substandard	873		1,750		18		2,641		22,270		24,911
Total commercial	1,006		1,750		18		2,774		886,616		889,390
One-to-four family residential
Pass	385		—		—		385		173,194		173,579
Special mention	70		—		—		70		1,830		1,900
Substandard	151		126		6		283		489		772
Total one-to-four family residential	606		126		6		738		175,513		176,251
Home equity and lines of credit
Pass	464		—		—		464		145,558		146,022
Special mention	—		—		—		—		39		39
Substandard	135		77		—		212		273		485
Total home equity and lines of credit	599		77		—		676		145,870		146,546
Construction and land
Pass	—		—		—		—		19,598		19,598

Substandard	—		—		—		—		2,070		2,070
Total construction and land	—		—		—		—		21,668		21,668
Total real estate	3,288		5,298		24		8,610		4,081,567		4,090,177
Commercial and industrial
Pass	369		—		—		369		139,435		139,804
Special mention	245		—		—		245		182		427
Substandard	67		497		23		587		1,055		1,642
Total commercial and industrial	681		497		23		1,201		140,672		141,873
Other loans
Pass	—		—		7		7		2,151		2,158


Total other loans	—		—		7		7		2,151		2,158
Total loans held-for-investment	$	3,969	$	5,795	$	54	$	9,818	$	4,224,390	$	4,234,208

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)


	December 31, 2021
	Past Due Loans
	30-89 Days Past Due		90 Days or More Past Due		90 Days or More Past Due and Accruing		Total Past Due		Current		Total Loans Receivable, net
Loans held-for-investment:
Real estate loans:
Multifamily
Pass	$	—	$	—	$	—	$	—	$	2,502,531	$	2,502,531
Special mention	—		—		—		—		425		425
Substandard	280		1,602		—		1,882		13,227		15,109
Total multifamily	280		1,602		—		1,882		2,516,183		2,518,065
Commercial
Pass	77		—		—		77		765,371		765,448
Special mention	67		280		—		347		9,812		10,159
Substandard	—		1,893		147		2,040		30,950		32,990
Total commercial	144		2,173		147		2,464		806,133		808,597
One-to-four family residential
Pass	206		—		—		206		177,401		177,607
Special mention	387		—		—		387		2,416		2,803
Substandard	—		314		165		479		2,776		3,255
Total one-to-four family residential	593		314		165		1,072		182,593		183,665
Home equity and lines of credit
Pass	316		—		—		316		109,003		109,319
Special mention	—		—		—		—		103		103
Substandard	96		281		—		377		157		534
Total home equity and lines of credit	412		281		—		693		109,263		109,956
Construction and land
Pass	—		—		—		—		27,495		27,495


Total construction and land	—		—		—		—		27,495		27,495
Total real estate	1,429		4,370		312		6,111		3,641,667		3,647,778
Commercial and industrial
Pass	2		—		72		74		133,799		133,873
Special mention	—		—		—		—		572		572
Substandard	—		—		—		—		6,560		6,560
Total commercial and industrial	2		—		72		74		140,931		141,005
Other loans
Pass	15		—		—		15		2,000		2,015


Total other loans	15		—		—		15		2,000		2,015
Total loans held-for-investment	$	1,446	$	4,370	$	384	$	6,200	$	3,784,598	$	3,790,798

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables summarize information on non-accrual loans, excluding PCD loans, as of September 30, 2022 and December 31, 2021 (in thousands):


	September 30, 2022
	Recorded Investment		Unpaid Principal Balance		With No Related Allowance
Real estate loans:
Multifamily	$	3,697	$	3,706	$	2,201
Commercial	5,211		5,667		3,085
One-to-four family residential	126		150		126
Home equity and lines of credit	267		517		77

Commercial and industrial	524		837		497

Total non-accrual loans	$	9,825	$	10,877	$	5,986


	December 31, 2021
	Recorded Investment		Unpaid Principal Balance		With No Related Allowance
Real estate loans:
Multifamily	$	1,882	$	1,891	$	512
Commercial	5,117		5,627		3,729
One-to-four family residential	314		346		—
Home equity and lines of credit	281		530		—

Commercial and industrial	28		349		—

Total non-accrual loans	$	7,622	$	8,743	$	4,241

The following table summarizes interest income on non-accrual loans, excluding PCD loans, during the three and nine months ended September 30, 2022 and September 30, 2021.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Real estate loans:
Multifamily	$	25	$	27	$	73	$	60
Commercial	26		17		108		67
One-to-four family residential	—		4		10		10
Home equity and lines of credit	5		—		16		2

Commercial and industrial	6		3		14		7

Total interest income on non-accrual loans	$	62	$	51	$	221	$	146

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Collateral-Dependent Loans

Loans for which the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral are considered to be collateral-dependent loans. Collateral can have a significant financial effect in mitigating exposure to credit risk and, where there is sufficient collateral, an allowance for credit losses is not recognized or is minimal. For collateral-dependent loans, the allowance for credit losses is individually assessed based on the fair value of the collateral less estimated costs of sale. The Company's collateral-dependent loans are secured by real estate. Collateral values are generally based on appraisals which are adjusted for changes in market indices. As of September 30, 2022 and December 31, 2021, the Company had $7.8 million and $7.4 million of collateral-dependent impaired loans, respectively. The collateral-dependent loans at September 30, 2022 consisted of $5.1 million of commercial real estate loans, $2.3 million of multifamily loans, and $343,000 of one-to-four family residential loans. For the nine months ended September 30, 2022, there was no significant deterioration or changes in the collateral securing these loans.

Troubled Debt Restructured Loan

There were no loans modified as a TDR during the three or nine months ended September 30, 2022.

The following table summarizes loans that were modified in a TDR during the nine months ended September 30, 2021:


	Nine Months Ended September 30, 2021
	Number of Relationships	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment(1)
	(in thousands)
Troubled Debt Restructurings
Commercial and industrial	1	$	75	75
Total Troubled Debt Restructurings	1	$	75	$	75

(1) Amounts are at time of modification

There were three commercial and industrial loans to one borrower modified as a TDR during the nine months ended September 30, 2021, which were modified to reduce the interest rate, extend the maturity date, and restructure payment terms of the loans.

In response to the novel Coronavirus Disease 2019 ("COVID-19") pandemic and its economic impact to customers, a short-term modification program that complied with Section 4013 of the CARES Act and the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus was implemented to provide temporary payment relief to those borrowers directly impacted by COVID-19. The program allowed for deferral of payments for 90 days, which may extend for an additional 90 day period, with modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment. As of September 30, 2022, substantially all of the borrowers who had requested relief have returned to contractual payments.

At September 30, 2022 and December 31, 2021, the Company had TDRs of $7.2 million and $9.0 million, respectively.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Management classifies all TDRs as loans individually evaluated for impairment. Loans individually evaluated for impairment are 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 TDRs which are not collateral-dependent is inherently subjective and requires, among other things, an evaluation of the borrower’s current and projected financial condition. Actual results may be significantly different than our projections and our established allowance for credit losses on these loans, which could have a material effect on our financial results.

At September 30, 2022 and September 30, 2021, there were no restructured TDRs during the preceding twelve months that subsequently defaulted.

Note 6 – Allowance for Credit Losses (“ACL”) on Loans

Allowance for Collectively Evaluated Loans Held-for-Investment

In estimating the quantitative component of the allowance on a collective basis, the Company uses a risk rating migration model which calculates an expected life of loan loss percentage for each loan by generating probability of default and loss given default metrics. These metrics are multiplied by the exposure at the potential default, taking into consideration estimated prepayments, to calculate the quantitative component of the ACL. The metrics are based on the migration of loans from performing to loss by credit risk rating or delinquency categories using historical life-of-loan analysis periods for each loan portfolio pool, and the severity of loss, based on the aggregate net lifetime losses incurred using the Company's own historical loss experience and comparable peer data loss history. The model's expected losses based on loss history are adjusted for qualitative adjustments to address risks that may not be adequately represented in the risk rating migration model. Among other things, these adjustments include and account for differences in: (i) changes in lending policies and procedures; (ii) changes in local, regional, national, and international economic and business conditions and developments that affect the collectability of our portfolio, including the condition of various market segments; (iii) changes in the experience, ability and depth of lending management and other relevant staff; (iv) changes in the quality of our loan review system; (v) the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and (vi) the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in our existing portfolio.

The Company utilizes a two-year reasonable and supportable forecast period after which estimated losses revert to historical loss experience immediately for the remaining life of the loan. In establishing its estimate of expected credit losses, the Company utilizes five externally-sourced forward-looking economic scenarios developed by Moody's Analytics (“Moody's”).

Management utilizes five different Moody's scenarios so as to incorporate uncertainties related to the economic environment arising from the COVID-19 pandemic. These scenarios, which range from more benign to more severe economic outlooks, include a “most likely outcome” (the “Baseline” scenario) and four less likely scenarios referred to as the “Upside” and “Downside” scenarios. Each scenario is assigned a weighting with a majority of the weighting placed on the Baseline scenario and lower weights placed on both the Upside and Downside scenarios. The weighting assigned by management is based on the economic outlook and available information at the reporting date. The model projects economic variables under each scenario based on detailed statistical analyses. The Company has identified and selected key variables that most closely correlated to its historical credit performance, which include: Gross domestic product, unemployment, and three collateral indices: the Commercial Property Price Index, the Commercial Property Price Apartment Index and the Case-Shiller Home Price Index.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Allowance for Individually Evaluated Loans

The Company measures specific reserves for individual loans that do not share common risk characteristics with other loans, consisting of all TDRs and non-accrual loans with an outstanding balance of $500,000 or greater. Loans individually evaluated for impairment are assessed to determine whether 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 credit losses on these loans, which could have a material effect on our financial results. Individually impaired loans that have no impairment losses are not considered for collective allowances described earlier. At September 30, 2022 and December 31, 2021, the ACL for loans individually evaluated for impairment was $45,600 and $30,200, respectively.

Allowance for Credit Losses – Off-Balance Sheet Exposures

An ACL for off-balance-sheet exposures represents an estimate of expected credit losses arising from off-balance sheet exposures such as loan commitments, standby letters of credit and unused lines of credit (loans on books already). 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 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. The reserve for off-balance sheet exposures is determined using the Current Expected Credit Losses (“CECL”) reserve factor in the related funded loan segment, adjusted for an average historical funding rate. The allowance for credit losses for off-balance sheet credit exposures is recorded in other liabilities on the consolidated balance sheets and the corresponding provision is included in other non-interest expense.

The table below summarizes the allowance for credit losses for off-balance sheet credit exposures as of, and for the three and nine months ended September 30, 2022, and September 30, 2021 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Balance at beginning of period	$	2,480	$	1,808	$	1,852	$	1,545


(Benefit)/provision for credit losses	(1,888)		265		(1,260)		528
Balance at end of period	$	592	$	2,073	$	592	$	2,073

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables set forth activity in our allowance for credit losses on loans, by loan type, as of, and for the three and nine months ended September 30, 2022, and September 30, 2021 (in thousands):


	Three Months Ended September 30, 2022
	Real Estate
	Commercial (1)		One-to-Four Family		Home Equity and Lines of Credit		Construction and Land		Commercial and Industrial		Other		Total Loans (excluding PCD)		PCD		Total
Allowance for credit losses:
Beginning balance	$	28,065	$	3,005	$	802	$	285	$	2,705	$	11	$	34,873	$	4,158	$	39,031
Charge-offs	—		—		—		—		—		—		—		(75)		(75)
Recoveries	4		7		19		—		12		4		46		178		224
Provisions (credit)	2,117		553		53		(10)		238		(9)		2,942		(239)		2,703
Ending balance	$	30,186	$	3,565	$	874	$	275	$	2,955	$	6	$	37,861	$	4,022	$	41,883


	Three Months Ended September 30, 2021
	Real Estate
	Commercial (1)		One-to-Four Family		Home Equity and Lines of Credit		Construction and Land		Commercial and Industrial		Other		Total Loans (excluding PCD)		PCD		Total
Allowance for credit losses:
Beginning balance	26,540		4,610		663		259		2,594		7		34,673		4,820		39,493
Charge-offs	—		—		—		—		(541)		(3)		(544)		—		(544)
Recoveries	—		27		25		—		6		3		61		—		61
Provisions (credit)	(297)		(230)		(46)		(69)		542		(1)		(101)		(47)		(148)
Ending balance	$	26,243	$	4,407	$	642	$	190	$	2,601	$	6	$	34,089	$	4,773	$	38,862

(1) Commercial includes commercial real estate loans collateralized by owner-occupied, non-owner occupied, and multifamily properties.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)


	Nine Months Ended September 30, 2022
	Real Estate
	Commercial (1)		One-to-Four Family		Home Equity and Lines of Credit		Construction and Land		Commercial and Industrial		Other		Total Loans (excluding PCD)		PCD		Total
Allowance for credit losses:
Beginning balance	$	26,785	$	3,545	$	560	$	169	$	3,173	$	9	$	34,241	$	4,732	$	38,973
Charge-offs	—		—		—		—		(185)		—		(185)		(600)		(785)
Recoveries	101		7		19		—		131		4		262		178		440
Provisions (credit)	3,300		13		295		106		(164)		(7)		3,543		(288)		3,255
Ending balance	$	30,186	$	3,565	$	874	$	275	$	2,955	$	6	$	37,861	$	4,022	$	41,883


	Nine Months Ended September 30, 2021
	Real Estate
	Commercial (1)		One-to-Four Family		Home Equity and Lines of Credit		Construction and Land		Commercial and Industrial		Other		Total Loans (excluding PCD)		PCD		Total
Allowance for credit losses:
Beginning balance	$	33,005	$	207	$	260	$	1,214	$	1,842	$	198	$	36,726	$	881	$	37,607
Impact of CECL adoption	(1,949)		5,233		419		(921)		947		(188)		3,541		6,812		10,353
Balance at January 1, 2021	31,056		5,440		679		293		2,789		10		40,267		7,693		47,960
Charge-offs	—		(21)		—		—		(553)		(3)		(577)		(2,411)		(2,988)
Recoveries	19		29		26		—		34		5		113		—		113
Provisions (credit)	(4,832)		(1,041)		(63)		(103)		331		(6)		(5,714)		(509)		(6,223)
Ending balance	$	26,243	$	4,407	$	642	$	190	$	2,601	$	6	$	34,089	$	4,773	$	38,862

(1) Commercial includes commercial real estate loans collateralized by owner-occupied, non-owner occupied, and multifamily properties.

The allowance for credit losses on loans increased to $41.9 million at September 30, 2022, compared to $39.0 million as of December 31, 2021, primarily due to growth in the loan portfolio and a declining macroeconomic outlook.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following tables detail the amount of loans receivable held-for-investment, net of deferred loan fees and costs, that are evaluated, individually and collectively, for impairment, and the related portion of the allowance for credit losses that is allocated to each loan portfolio segment, at September 30, 2022 and December 31, 2021 (in thousands):


	September 30, 2022
	Real Estate
	Commercial (1)		One-to-Four Family		Home Equity and Lines of Credit		Construction and Land		Commercial and Industrial		Other		Total Loans (excluding PCD)		PCD		Total
Allowance for credit losses:
Ending balance: individually evaluated for impairment	$	25	$	—	$	3	$	—	$	18	$	—	$	46	$	—	$	46
Ending balance: collectively evaluated for impairment	30,160		3,565		871		275		2,938		6		37,815		—		37,815
Ending balance: PCD loans evaluated for impairment (2)	—		—		—		—		—		—		—		4,022		4,022
Loans, net:
Ending balance	$	3,745,712	$	176,251	$	146,546	$	21,668	$	141,873	$	2,158	$	4,234,208	$	11,973	$	4,246,181
Ending balance: individually evaluated for impairment	8,566		680		27		—		97				9,370		—		9,370
Ending balance: collectively evaluated for impairment	3,737,146		175,571		146,519		21,668		136,269		2,158		4,219,331		—		4,219,331
Ending balance: PCD loans evaluated for impairment (2)	—		—		—		—		—		—		—		11,973		11,973
PPP loans not evaluated for impairment (3)	—		—		—		—		5,507		—		5,507		—		5,507


	December 31, 2021
	Real Estate
	Commercial (1)		One-to-Four Family		Home Equity and Lines of Credit		Construction and Land		Commercial and Industrial		Other		Total Loans (excluding PCD)		PCD		Total
Allowance for credit losses:
Ending balance: individually evaluated for impairment	$	25	$	2	$	2	$	—	$	1	$	—	$	30	$	—	$	30
Ending balance: collectively evaluated for impairment	26,760		3,543		558		169		3,172		9		34,211		—		34,211
Ending balance: PCD loans evaluated for impairment (2)	—		—		—		—		—		—		—		4,732		4,732
Loans, net:
Ending balance	$	3,326,662	$	183,665	$	109,956	$	27,495	$	141,005	$	2,015	$	3,790,798	$	15,819	$	3,806,617
Ending balance: individually evaluated for impairment	8,352		1,562		38		—		34		—		9,986		—		9,986
Ending balance: collectively evaluated for impairment	3,318,310		182,103		109,918		27,495		100,454		2,015		3,740,295		—		3,740,295
Ending balance: PCD loans evaluated for impairment (2)	—		—		—		—		—		—		—		15,819		15,819
PPP loans not evaluated for impairment (3)	—		—		—		—		40,517		—		40,517		—		40,517

(1) Commercial includes commercial real estate loans collateralized by owner-occupied, non-owner occupied, and multifamily properties.

(2) Upon adoption of CECL, the Company elected to maintain pools of PCD loans that were previously accounted for under ASC 310-30, and will continue to evaluate PCD loans under this guidance.

(3) PPP loans are guaranteed by the SBA and therefore excluded from the allowance for credit losses.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Note 7 – Deposits

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


	September 30, 2022		December 31, 2021
Non-interest-bearing checking	$	902,659	$	898,490
Negotiable orders of withdrawal ("NOW") and interest-bearing checking	1,256,257		1,112,292
Savings and money market	1,568,751		1,776,191
Certificates of deposit	676,492		382,361
Total deposits	$	4,404,159	$	4,169,334

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
NOW and interest-bearing checking, savings, and money market	$	701	$	671	$	1,871	$	2,448
Certificates of deposit	1,420		749		2,743		2,513
Total interest expense on deposit accounts	$	2,121	$	1,420	$	4,614	$	4,961

Note 8 – Subordinated Debt

On June 17, 2022, the Company issued $62.0 million in aggregate principal amount of fixed-to-floating subordinated notes (the “Notes”) to certain institutional investors. The Notes mature on June 30, 2032, unless redeemed earlier. The Notes initially bear interest, payable semi-annually in arrears, at a fixed rate of 5.00% per annum until June 30, 2027. Beginning June 30, 2027 and until maturity or redemption, the interest rate applicable to the outstanding principal amount of the Notes due will reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Financing Rate plus 200 basis points, payable quarterly in arrears. The Company has the option to redeem the Notes, at par and in whole or in part, beginning on June 30, 2027 and to redeem the Notes at any time in whole upon certain other events. Any redemption of the Notes will be subject to prior regulatory approval to the extent required. Debt issuance costs totaled $1.1 million and are being amortized to maturity. The Company recognized amortization expense of $56,000 for the three months ended September 30, 2022. The Company intends to use the net proceeds from the issuance of the Notes for general corporate purposes, including to fund potential repurchases of shares of the Company’s outstanding common stock.

On August 17, 2022, the SEC declared effective a Registration Statement on Form S-4 with respect to the exchange of the Notes for publicly registered subordinated notes with the same terms as the Notes. On September 16, 2022, the Company completed the exchange of the Notes for the publicly registered subordinated notes. All of the Notes were exchanged by the holders thereof.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Note 9 – Equity Incentive Plans

The following table is a summary of the Company’s stock options outstanding as of September 30, 2022, and changes therein during the nine months then ended.


	Number of Stock Options	Weighted Average Grant Date Fair Value		Weighted Average Exercise Price		Weighted Average Contractual Life (years)
Outstanding - December 31, 2021	1,769,979	$	4.02	$	13.95	2.95


Exercised	(18,040)	3.95		13.52		—
Outstanding - September 30, 2022	1,751,939	4.02		13.96		2.21
Exercisable - September 30, 2022	1,751,939	4.02		13.96		2.21

On January 28, 2022, the Company granted to directors and employees, under the 2019 Equity Incentive Plan, 157,416 restricted stock awards with a total grant-date fair value of $2.5 million. Of these grants, 30,798 vest one year from the date of grant and 126,618 vest in equal installments over a three-year period beginning one year from the date of grant. The Company also issued 24,492 performance-based restricted stock units to its executive officers with a total grant date fair value of $386,484. Vesting of the performance-based restricted stock units will be based on achievement of certain levels of Core Return on Average Assets and will cliff-vest after a three-year measurement period ended December 31, 2024. At the end of the performance period, the number of actual shares to be awarded may vary between 0% and 120% of target amounts.

The following is a summary of the status of the Company’s restricted stock awards and performance-based restricted stock units at September 30, 2022, and changes therein during the nine months then ended.


	Number of Shares Awarded	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2021	222,844	$	13.21
Granted	181,908	15.78
Vested	(62,836)	12.87
Forfeited	(18,515)	14.28
Non-vested at September 30, 2022	323,401	14.66

Expected future stock award expense related to the non-vested restricted share awards and performance-based restricted stock units as of September 30, 2022, was $3.3 million over a weighted average period of 2.4 years.

During the three months ended September 30, 2022 and September 30, 2021, the Company recorded $456,000 and $248,000, respectively, of stock-based compensation related to the above plan. During the nine months ended September 30, 2022 and September 30, 2021, the Company recorded $1.3 million and $752,000, respectively, of stock-based compensation related to the above plan.

Note 10 – Fair Value Measurements

The following tables present the assets reported on the consolidated balance sheets at their estimated fair value as of September 30, 2022, and December 31, 2021, by level within the fair value hierarchy as required by the Fair Value Measurements and Disclosures Topic of the FASB ASC. Financial assets and liabilities are classified in their entirety based on the level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

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

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

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

•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 16 to the Consolidated Financial Statements of the Company’s 2021 Annual Report on Form 10-K.


	Fair Value Measurements at September 30, 2022 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:
U.S. Government agency	$	71,840	$	—	$	71,840	$	—
Mortgage-backed securities:
Pass-through certificates:
GSE	454,591		—		454,591		—
REMICs:
GSE	282,169		—		282,169		—

	736,760		—		736,760		—
Other debt securities:

Municipal bonds	26		—		26		—
Corporate bonds	193,605		—		193,605		—

	193,631		—		193,631		—
Total debt securities available-for-sale	1,002,231		—		1,002,231		—
Trading securities	10,074		10,074		—		—
Equity securities (1)	1,023		1,023		—		—
Total	$	1,013,328	$	11,097	$	1,002,231	$	—
Measured on a non-recurring basis:
Assets:
Loans individually evaluated for impairment:
Real estate loans:
Commercial real estate	$	2,722	$	—	$	—	$	2,722



Home equity and lines of credit	25		—		—		25
Total individually evaluated real estate loans	2,747		—		—		2,747
Commercial and industrial loans	63		—		—		63

Total	$	2,810	$	—	$	—	$	2,810

(1) Excludes investment measured at net asset value of $7.5 million at September 30, 2022, which has not been classified in the fair value hierarchy.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)


	Fair Value Measurements at December 31, 2021 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:
U.S. Government agency securities	$	2,290	$	—	$	2,290	$	—
Mortgage-backed securities:
Pass-through certificates:
GSE	581,406		—		581,406		—
REMICs:
GSE	391,710		—		391,710		—

	973,116		—		973,116		—
Other debt securities:

Municipal bonds	72		—		72		—
Corporate bonds	232,759		—		232,759		—

	232,831		—		232,831		—
Total debt securities available-for-sale	1,208,237		—		1,208,237		—
Trading securities	13,461		13,461		—		—
Equity securities (1)	328		328		—		—
Total	$	1,222,026	$	13,789	$	1,208,237	$	—
Measured on a non-recurring basis:
Assets:
Loans individually evaluated for impairment:
Real estate loans:
Commercial real estate	$	3,599	$	—	$	—	$	3,599
One-to-four family residential mortgage	169		—		—		169

Home equity and lines of credit	27		—		—		27
Total impaired real estate loans	3,795		—		—		3,795
Commercial and industrial loans	12		—		—		12
Other real estate owned	100		—		—		100
Total	$	3,907	$	—	$	—	$	3,907

(1) Excludes investment measured at net asset value of $5.0 million at December 31, 2021, which has not been classified in the fair value hierarchy.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The following table presents qualitative information for Level 3 assets measured at fair value on a non-recurring basis at September 30, 2022 and December 31, 2021 (dollars in thousands):

Fair Value

Valuation Methodology

Unobservable
Inputs

Range of Inputs

September 30, 2022

December 31, 2021

September 30, 2022

December 31, 2021

Individually evaluated loans

2,810

3,807

Appraisals

Discount for costs to sell

7.0%

Discount for quick sale

10.0%

Discounted cash flows

Interest rates

4.88% to 7.50%

4.88% to 6.25%

Other real estate owned

—

100

Appraisals

Discount for costs to sell

7.0%

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 at September 30, 2022, and December 31, 2021.

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 nine months ended September 30, 2022 or September 30, 2021.

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.

Loans individually evaluated for impairment: At September 30, 2022 and December 31, 2021, the Company had loans individually evaluated for impairment (excluding PCD loans) with outstanding principal balances of $4.3 million and $5.8 million, respectively, which were recorded at their estimated fair value of $2.8 million and $3.8 million, respectively. The Company recorded a net increase in the specific reserve for impaired loans of $15,400 and a net decrease of $42,000 for the nine months ended September 30, 2022 and September 30, 2021, respectively. Net charge-offs of $345,000 and $2.9 million were recorded for the nine months ended September 30, 2022 and September 30, 2021, respectively, 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 TDRs.

Other Real Estate Owned: At September 30, 2022, the Company had no assets acquired through foreclosure. At December 31, 2021, the Company had other real estate owned of approximately $100,000, recorded at estimated fair value, less estimated selling costs when acquired, thus establishing a new cost basis. The property was located in New Jersey and was sold during the second quarter of 2022 for a small gain. 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 credit 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 the 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.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

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.

(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.

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 ("FHLBNY") 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 non-performing 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 non-performance 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 interest and 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.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

(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.

(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.

(k) Derivatives

The fair value of the Company's derivatives is determined using discounted cash flow analysis using observable market-based inputs, which are considered Level 2 inputs.

The estimated fair values of the Company’s significant financial instruments at September 30, 2022 and December 31, 2021, are presented in the following tables (in thousands):


	September 30, 2022
			Estimated Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	70,665	$	70,665	$	—	$	—	$	70,665
Trading securities	10,074		10,074		—		—		10,074
Debt securities available-for-sale	1,002,231		—		1,002,231		—		1,002,231
Debt securities held-to-maturity	4,572		—		4,110		—		4,110
Equity securities (1)	1,023		1,023		—		—		1,023
FHLBNY stock, at cost	22,417		—		22,417		—		22,417

Net loans held-for-investment	4,204,298		—		—		4,025,778		4,025,778
Derivative assets	5,541		—		5,541		—		5,541
Financial liabilities:
Deposits	$	4,404,159	$	—	$	4,404,974	$	—	$	4,404,974
Borrowed funds	407,678		—		387,749		—		387,749
Subordinated debentures	60,940		—		54,547		—		54,547
Advance payments by borrowers for taxes and insurance	26,137		—		26,137		—		26,137
Derivative liabilities	5,541		—		5,541		—		5,541

(1) Excludes investment measured at net asset value of $7.5 million at September 30, 2022, which has not been classified in the fair value hierarchy.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)


	December 31, 2021
			Estimated Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	91,068	$	91,068	$	—	$	—	$	91,068
Trading securities	13,461		13,461		—		—		13,461
Debt securities available-for-sale	1,208,237		—		1,208,237		—		1,208,237
Debt securities held-to-maturity	5,283		—		5,475		—		5,475
Equity securities (1)	328		328		—		—		328
FHLBNY stock, at cost	22,336		—		22,336		—		22,336

Net loans held-for-investment	3,767,644		—		—		3,904,026		3,904,026
Derivative assets	923		—		923		—		923
Financial liabilities:
Deposits	$	4,169,334	$	—	$	4,172,125	$	—	$	4,172,125
Borrowed funds	421,755		—		426,235		—		426,235
Advance payments by borrowers for taxes and insurance	24,909		—		24,909		—		24,909
Derivative liabilities	925		—		925		—		925

(1) Excludes investment measured at net asset value of $5.0 million at December 31, 2021, which has not been classified in the fair value hierarchy.

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected losses, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on-and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Note 11 – 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 and performance-based restricted stock units.

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 were exercised and converted into common stock and unvested shares of restricted stock and performance-based restricted stock units vested. These potentially dilutive shares are then 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, performance-based restricted stock units 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 (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income available to common stockholders	$	16,979	$	16,080	$	46,980	$	54,551

Weighted average shares outstanding-basic	46,047,104		48,095,473		46,486,086		48,838,396
Effect of non-vested restricted stock and stock, performance-based restricted stock units and options outstanding	189,557		390,623		170,997		298,641
Weighted average shares outstanding-diluted	46,236,661		48,486,096		46,657,083		49,137,037
Earnings per share-basic	$	0.37	$	0.33	$	1.01	$	1.12
Earnings per share-diluted	$	0.37	$	0.33	$	1.01	$	1.11
Anti-dilutive shares	738,103		125,744		978,187		417,955

Note 12 – Leases

The Company’s leases primarily relate to real estate property for branches and office space with terms extending from six months up to 32.8 years. At September 30, 2022, all of the Company's leases are classified as operating leases, which are required to be recognized on the consolidated balance sheets as a right-of-use asset and a corresponding lease liability.

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 on 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, at lease inception, over a similar term 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. If the exercise of a renewal option is considered to be reasonably certain, the Company includes the extended term in the calculation of the right-of-use asset and lease liability.

At September 30, 2022, the Company’s operating lease right-of-use assets and operating lease liabilities included on the consolidated balance sheet were $35.4 million and $41.1 million, respectively. At December 31, 2021, the Company’s operating lease right-of-use assets and operating lease liabilities included on the consolidated balance sheet were $33.9 million and $39.9 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 on the consolidated statements of comprehensive income.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

Supplemental lease information at or for the three and nine months ended September 30, 2022, and September 30, 2021 is as follows (dollars in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022			2021

Operating lease cost	$	1,499	$	1,409	$	4,489		$	4,317
Variable lease cost	964		974		2,792			3,219

Net lease cost	$	2,463	$	2,383	$	7,281		$	7,536
Cash paid for amounts included in measurement of operating lease liabilities	$	1,590	$	1,568	$	4,751		$	4,967
Right-of-use assets obtained in exchange for new operating lease liabilities	$	—	$	1,596	$	4,983		$	1,596
Weighted average remaining lease term					11.29 years			11.89 years
Weighted average discount rate					3.53		%	3.55		%

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 (in thousands):


Year	Amount
2022	$	1,596
2023	6,490
2024	6,069
2025	5,729
2026	4,967
Thereafter	26,564
Total lease payments	51,415
Less: imputed interest	10,364
Present value of lease liabilities	$	41,051

As of September 30, 2022, the Company had not entered into any leases that have not yet commenced.

Note 13 – Revenue Recognition

The Company records revenue from contracts with customers in accordance with Accounting Standards Update 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. For the three and nine months ended September 30, 2022, other income primarily included rental income from subleasing one of the Company's branches to a third party and loan servicing fees. For the three and nine months ended September 30, 2021, other income primarily included rental income from subleasing one of the Company's branches to a third party and loan servicing fees.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Fees and service charges for customer services:
Service charges	$	907	$	763	$	2,461	$	2,173
ATM and card interchange fees	487		515		1,433		1,397
Investment fees	106		92		312		324
Total fees and service charges for customer services	1,500		1,370		4,206		3,894
Income on bank-owned life insurance (1)	861		862		2,548		2,567
Gains on available-for-sale debt securities, net (1)	—		370		264		976
(Losses)/gains on trading securities, net (1)	(426)		(75)		(2,791)		1,096
Gains on sales of loans (1)	273		—		273		1,401

Other	78		101		264		246
Total non-interest income	$	2,286	$	2,628	$	4,764	$	10,180

(1) Not in scope of Topic 606

Note 14 – Derivatives

The Company has interest rate derivatives resulting from a service provided to certain qualified borrowers in a loan-related transaction and, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. The interest rate swap agreement which the Company executed with the commercial borrower is collateralized by the borrower’s commercial real estate financed by the Company. The collateral exceeds the maximum potential amount of future payments under the credit derivative. As these interest rate swaps do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.

At September 30, 2022, the Company had seven interest rate swaps with a notional amount of $37.3 million. At December 31, 2021, the Company had seven interest rate swaps with a notional amount of $38.1 million. The Company recorded no fee income related to these swaps for the three and nine months ended September 30, 2022 and 2021.

The table below presents the fair value of the derivatives as well as their location on the consolidated balance sheets (in thousands):


	Fair Value
Balance Sheet Location	September 30, 2022		December 31, 2021
Other assets	$	5,541	$	923
Other liabilities	5,541		925

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 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:

•the disruption to local, regional, national and global economic activity caused by infectious disease outbreaks, including the novel coronavirus pandemic and variants thereof, including the delta and omicron variants, and the significant and continuing impact that such pandemics may have on our growth, operations, earnings and asset quality;

•general economic conditions, internationally, nationally or in our market areas, including inflationary pressures, supply chain disruptions, employment prospects, real estate values, and geopolitical risks that are worse than expected;

•competition among depository and other financial institutions, including with respect to overdraft and other fees;

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

•adverse changes in the securities or credit markets;

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

•changes in the quality and/or composition of our loan and securities portfolios;

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

•our ability to access cost-effective funding;

•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 (the “FASB”), the Securities and Exchange Commission (the “SEC”), or the Public Company Accounting Oversight Board;

•cyber-attacks, computer viruses and other technological risks that may breach the security of our website 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;

•a failure in our operational or security systems;

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

•our ability to attract and retain key employees;

•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;

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

•the effects of global or national war, conflict, or acts of terrorism;

•significant increases in our loan delinquencies, problem assets and/or loan losses; and

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

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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.

Critical Accounting Policies

Note 1 to the Company’s Audited Consolidated Financial Statements for the year ended December 31, 2021, 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 credit losses on loans, estimated cash flows of our purchased credit-deteriorated (“PCD”, or, previously, 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.

On January 1, 2021, we adopted new accounting guidance which requires entities to estimate and recognize an allowance for lifetime expected credit losses for loans, unfunded credit commitments and held-to-maturity debt securities measured at amortized cost. Previously, an allowance for credit losses on loans was recognized based on probable incurred losses. See Notes 5 and 6 to the consolidated financial statements for further discussion of our accounting policies and methodologies for establishing the allowance for credit losses.

The accounting estimates relating to the allowance for credit losses remain "critical accounting estimates" for the following reasons:

•Changes in the provision for credit losses can materially affect our financial results;

•Estimates relating to the allowance for credit losses require us to utilize a reasonable and supportable forecast period based upon forward-looking economic scenarios in order to estimate probability of default and loss given default rates which our Current Expected Credit Losses (“CECL”) methodology encompasses;

•The allowance for credit losses is influenced by factors outside of our control such as industry and business trends, as well as economic conditions such as trends in housing prices, interest rates, gross domestic product, inflation, and unemployment; and

•Judgment is required to determine whether the models used to generate the allowance for credit losses produce an estimate that is sufficient to encompass the current view of lifetime expected credit losses.

Our estimation process is subject to risks and uncertainties, including a reliance on historical loss and trend information that may not be representative of current conditions and indicative of future performance. Changes in such estimates could significantly impact our allowance and provision for credit losses. Accordingly, our actual credit loss experience may not be in line with our expectations.

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, 2021.

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Overview

This overview highlights selected information and may not contain all the information that is important to you in understanding our performance during the periods presented. 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, 2021.

Net income was $47.0 million for the nine months ended September 30, 2022, as compared to $54.6 million for the nine months ended September 30, 2021. Basic and diluted earnings per common share were $1.01 for the nine months ended September 30, 2022, compared to basic and diluted earnings per common share of $1.12 and $1.11, respectively, for the nine months ended September 30, 2021. For the nine months ended September 30, 2022, our return on average assets was 1.13%, as compared to 1.33% for the nine months ended September 30, 2021. For the nine months ended September 30, 2022, our return on average stockholders’ equity was 8.73% as compared to 9.68% for the nine months ended September 30, 2021. Net earnings for the nine months ended September 30, 2022, was down from the comparative prior year period primarily due to a benefit in the provision for credit losses on loans in the prior year. For the nine months ended September 30, 2021, the Company recorded a benefit for credit losses on loans of $6.2 million, reflecting improvements in the economic forecast and asset quality as well as a decline in loan balances, as compared to a provision for credit losses on loans of $3.3 million for the nine months ended September 30, 2022. The increase in the provision for credit losses on loans for the current year was partially offset by a decrease in the provision for credit losses on unfunded commitments of $1.8 million attributable to a decrease in the pipeline of loans approved and awaiting closing, which flows through other non-interest expense. Earnings for the nine months ended September 30, 2021 also included a gain on sale of loans of $1.4 million, and approximately $1.9 million of accretable income related to the payoffs of PCD loans.

Total assets increased by $239.1 million, or 4.4%, to $5.67 billion at September 30, 2022, from $5.43 billion at December 31, 2021. Total liabilities increased $285.6 million, or 6.1%, to $4.98 billion at September 30, 2022, from $4.69 billion at December 31, 2021.

Comparison of Financial Condition at September 30, 2022 and December 31, 2021

Total assets increased by $239.1 million, or 4.4%, to $5.67 billion at September 30, 2022, from $5.43 billion at December 31, 2021. The increase was primarily due to increases in total loans of $440.1 million, or 11.6%, and other assets of $24.2 million, or 65.2%, partially offset by decreases in available-for-sale debt securities of $206.0 million, or 17.1%, and cash and cash equivalents of $20.4 million, or 22.4%.

Cash and cash equivalents decreased by $20.4 million, or 22.4%, to $70.7 million at September 30, 2022, from $91.1 million at December 31, 2021, as excess cash was used to fund the increase in loans held-for-investment. 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.

The Company’s available-for-sale debt securities portfolio decreased by $206.0 million, or 17.1%, to $1.00 billion at September 30, 2022, from $1.21 billion at December 31, 2021. The decrease was primarily attributable to paydowns, maturities, calls, and sales, as well as a $77.3 million increase in net unrealized losses due to an increase in market interest rates. At September 30, 2022, $736.8 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 $71.8 million in U.S. Government agency securities, $193.6 million in corporate bonds, all of which were considered investment grade at September 30, 2022, and $26,000 in municipal bonds. The effective duration of the securities portfolio at September 30, 2022 was 2.50 years.

Equity securities increased by $3.2 million to $8.6 million at September 30, 2022, from $5.3 million at December 31, 2021, primarily due to an increase in our investment in a Small Business Administration Loan Fund. This investment is utilized by the Bank as part of its Community Reinvestment Act program.

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As of September 30, 2022, we estimate that our non-owner occupied commercial real estate concentration (as defined by regulatory guidance) to total risk-based capital was approximately 469%. 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 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 its commercial real estate concentration risk, the Bank’s regulators could require it to implement additional policies and procedures or could require it to maintain higher levels of regulatory capital, which might adversely affect its loan originations, ability to pay dividends, and profitability.

Loans held-for-investment, net, increased by $439.6 million, or 11.5%, to $4.25 billion at September 30, 2022 from $3.81 billion at December 31, 2021. The increase was due to strong loan originations in a rising interest rate environment. Multifamily loans increased $338.3 million, or 13.4%, to $2.86 billion at September 30, 2022 from $2.52 billion at December 31, 2021, commercial real estate loans increased $80.8 million, or 10.0%, to $889.4 million at September 30, 2022 from $808.6 million at December 31, 2021, home equity loans increased $36.6 million, or 33.3%, to $146.5 million at September 30, 2022 from $110.0 million at December 31, 2021, and commercial and industrial loans (excluding PPP loans) increased $35.9 million, or 35.7%, to $136.4 million at September 30, 2022 from $100.5 million at December 31, 2021. The increases were partially offset by decreases in one-to-four family residential loans of $7.4 million, or 4.0%, to $176.3 million at September 30, 2022 from $183.7 million at December 31, 2021, construction and land loans of $5.8 million, or 21.2%, to $21.7 million at September 30, 2022 from $27.5 million at December 31, 2021, and PPP loans of $35.0 million, or 86.4%, to $5.5 million at September 30, 2022 from $40.5 million at December 31, 2021. Through September 30, 2022, 2,321 borrowers have received PPP forgiveness payments totaling approximately $224.4 million.

The following tables detail our multifamily real estate originations for the nine months ended September 30, 2022 and 2021 (in thousands):


For the Nine Months Ended September 30, 2022
Multifamily Originations		Weighted Average Interest Rate	Weighted Average LTV Ratio	Weighted Average Months to Next Rate Change or Maturity for Fixed Rate Loans	(F)ixed or (V)ariable	Amortization Term
$	640,540	3.66%	57%	75	V	25 to 30 Years
1,200		3.75%	18%	181	F	15 Years
$	641,740	3.66%	57%

For the Nine Months Ended September 30, 2021
Multifamily Originations		Weighted Average Interest Rate	Weighted Average LTV Ratio	Weighted Average Months to Next Rate Change or Maturity for Fixed Rate Loans	(F)ixed or (V)ariable	Amortization Term
$	544,502	3.13%	63%	74	V	10 to 30 Years

Included within the tables above were $193.4 million and $159.1 million of multifamily loans originated in the quarters ended September 30, 2022 and September 30, 2021, respectively, at a weighted average rate of 4.22% and 3.13%, respectively.

The following table details loan pools purchased during the nine months ended September 30, 2022 (dollars in thousands). No loans were purchased during the nine months ended September 30, 2021.


For the Nine Months Ended September 30, 2022
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	Amortization Term
$	2,482	Residential	2.80%	54%	278	F	15 to 30 Years
5,214		Residential	3.05%	59%	303	F	15 to 30 Years
$	7,696		2.97%	57%

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

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The geographic locations of the properties collateralizing the loans purchased in the table above are as follows: 63.3% in New York and 36.7% in New Jersey.

There was $504,000 of loans held-for-sale at September 30, 2022 and no loans held-for-sale at December 31, 2021.

PCD loans totaled $12.0 million at September 30, 2022, and $15.8 million at December 31, 2021. Upon adoption of the CECL accounting standard on January 1, 2021, the allowance for credit losses related to PCD loans was recorded through a gross-up that increased the amortized cost-basis of PCD loans by $6.8 million with a corresponding increase to the allowance for credit losses. The decrease in the PCD loan balance at September 30, 2022 was due to PCD loans being sold and paid off during the period. The majority of the remaining PCD loan balance consists of loans acquired as part of a Federal Deposit Insurance Corporation-assisted transaction. The Company accreted interest income of $368,000 and $1.1 million attributable to PCD loans for the three and nine months ended September 30, 2022, respectively, as compared to $356,000 and $3.4 million for the three and nine months ended September 30, 2021, respectively. The decrease in income accreted for the nine months ended September 30, 2022 was due to the payoff of PCD loans in the prior year. PCD loans had an allowance for credit losses of approximately $4.0 million at September 30, 2022.

Other assets increased $24.1 million, or 64.8%, to $61.3 million at September 30, 2022, from $37.2 million at December 31, 2021. The increase was primarily attributable to an increase in net deferred tax assets.

Total liabilities increased $285.6 million, or 6.1%, to $4.98 billion at September 30, 2022, from $4.69 billion at December 31, 2021. The increase was primarily attributable to an increase in deposits of $234.8 million, the issuance of subordinated debt, net of issuance costs, of $60.9 million, an increase in advance payments by borrowers for taxes and insurance of $1.2 million, and an increase in other liabilities of $2.7 million. The increases were partially offset by a decrease in FHLB advances and other borrowings of $14.1 million.

Deposits increased $234.8 million, or 5.6%, to $4.40 billion at September 30, 2022, as compared to $4.17 billion at December 31, 2021. The increase was attributable to increases of $148.1 million in transaction accounts and $294.1 million in certificates of deposit (including an increase of $278.9 million in brokered deposits), partially offset by decreases of $125.9 million in savings accounts and $81.5 million in money market accounts.

Borrowed funds increased to $468.6 million at September 30, 2022, from $421.8 million at December 31, 2021. The increase in borrowings for the period was primarily attributable to the issuance of $62.0 million in aggregate principal amount of fixed to floating subordinated notes (the “Notes”). The Notes are non-callable for five years, have a stated maturity of June 30, 2032, and bear interest at a fixed rate of 5.00% until June 30, 2027. From July 2027 to the maturity date or early redemption date, the interest rate will reset quarterly to a level equal to the then current three-month Secured Overnight Financing Rate plus 200 basis points. Debt issuance costs totaled $1.1 million. Additionally, FHLB and other short term borrowings increased by $10.9 million. Partially offsetting the increases was a decrease in securities sold under agreements to repurchase of $25.0 million. Management utilizes borrowings to mitigate interest rate risk, for short-term liquidity, and to a lesser extent from time to time, as part of leverage strategies.

The following is a table of term borrowing maturities (excluding overnight borrowings and subordinated debt) and the weighted average rate by year at September 30, 2022 (dollars in thousands):


Year	Amount	Weighted Average Rate
2023	$87,500	2.89%
2024	50,000	2.47%
2025	112,500	1.48%
2026	20,000	3.48%
Thereafter	125,000	2.79%
	$395,000	2.43%

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Total stockholders’ equity decreased by $46.6 million to $693.3 million at September 30, 2022, from $739.9 million at December 31, 2021. The decrease was attributable to a $55.9 million decrease in accumulated other comprehensive income associated with a decline in the estimated fair value of our debt securities available-for-sale portfolio, $18.2 million in dividend payments, and $22.3 million in stock repurchases, partially offset by net income of $47.0 million for the nine months ended September 30, 2022, and a $2.8 million increase in equity award activity. During the first quarter of 2022, the $54.2 million stock repurchase program that was approved in March 2021, was completed upon reaching the purchase limit. On June 16, 2022, the Board of Directors of the Company approved a new $45.0 million stock repurchase program. During the nine months ended September 30, 2022, the Company repurchased approximately 1.5 million of its common stock outstanding at an average price of $14.51 for a total of $22.3 million pursuant to the approved stock repurchase plans. As of September 30, 2022, the Company had approximately $31.0 million in remaining capacity under its current repurchase program.

Comparison of Operating Results for the Nine Months Ended September 30, 2022 and 2021

Net Income. Net income was $47.0 million and $54.6 million for the nine months ended September 30, 2022 and September 30, 2021, respectively. Significant variances from the comparable prior year period are as follows: a $1.7 million increase in net interest income, a $9.5 million increase in the provision for credit losses on loans, a $5.4 million decrease in non-interest income, a $3.2 million decrease in non-interest expense, and a $2.5 million decrease in income tax expense.

Interest Income. Interest income increased $479,000, or 0.4%, to $130.9 million for the nine months ended September 30, 2022, from $130.4 million for the nine months ended September 30, 2021, primarily due to a $116.7 million, or 2.2%, increase in the average balance of interest-earning assets, partially offset by a six basis point decrease in the yields earned to 3.30% for the nine months ended September 30, 2022 from 3.36% for the comparable prior year period. The increase in the average balance of interest-earning assets was due to increases in the average balance of other securities of $148.7 million and the average balance of loans outstanding of $140.1 million, partially offset by decreases in the average balance of mortgage-backed securities of $111.8 million, the average balance of FHLBNY stock of $4.6 million, and the average balance of interest-earning deposits in financial institutions of $55.7 million. The decrease in the yields earned was due in part to a $2.3 million decrease in accreted interest income related to PCD loans and a $3.0 million reduction in fees related to the forgiveness of PPP loans. The Company accreted interest income related to PCD loans of $1.1 million for the nine months ended September 30, 2022, as compared to $3.4 million for the nine months ended September 30, 2021. The higher accretable PCD interest income in the prior year was primarily related to payoffs of PCD loans in the first quarter of 2021. Fees recognized from PPP loans totaled $1.3 million for the nine months ended September 30, 2022, as compared to $4.3 million for the nine months ended September 30, 2021. Interest income for the nine months ended September 30, 2022 included loan prepayment income of $4.2 million as compared to $3.1 million for the nine months ended September 30, 2021.

Interest Expense. Interest expense decreased $1.2 million, or 9.2%, to $12.0 million for the nine months ended September 30, 2022, as compared to $13.2 million for the nine months ended September 30, 2021. The decrease was due to a decrease in interest expense on FHLB advances and other borrowings of $1.8 million, or 22.2%, and a decrease in interest expense on deposits of $347,000, or 7.0%, partially offset by an increase in interest expense on subordinated notes of $961,000. The decrease in interest expense on FHLB advances and other borrowings was primarily attributable to a $127.3 million, or 24.1%, decrease in average borrowings outstanding, partially offset by a five basis point increase in the cost of borrowings to 2.13% for the nine months ended September 30, 2022. The decrease in interest expense on deposits was attributable to a two basis point decrease in the cost of interest-bearing deposits to 0.18% for the nine months ended September 30, 2022, partially offset by a $90.3 million, or 2.7%, increase in the average balance of interest-bearing deposit accounts. The increase in interest expense on subordinated debt was due to the issuance of $62.0 million in aggregate principal amount of fixed to floating subordinated notes in June 2022.

Net Interest Income. Net interest income for the nine months ended September 30, 2022 increased $1.7 million, or 1.4%, to $119.0 million, from $117.3 million for the nine months ended September 30, 2021, primarily due to a $116.7 million, or 2.2%, increase in the average balance of interest-earning assets, which was partially offset by a three basis point decrease in net interest margin to 2.99% from 3.02% for the nine months ended September 30, 2021. The decrease in net interest margin was primarily due to lower yields on interest-earning assets, partially offset by the lower cost of interest-bearing liabilities. Yields on interest-earning assets decreased six basis points to 3.30% for the nine months ended September 30, 2022, from 3.36% for the nine months ended September 30, 2021. The cost of interest-bearing liabilities decreased by four basis points to 0.42% for the nine months ended September 30, 2022, from 0.46% for the nine months ended September 30, 2021.

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Provision for Credit Losses. The provision for credit losses on loans increased by $9.5 million to a provision of $3.3 million for the nine months ended September 30, 2022, compared to a benefit of $6.2 million for the nine months ended September 30, 2021. The prior year benefit for credit losses was primarily due to an improvement in the economic forecast and an improvement in asset quality as well as a decline in loan balances. The current year provision for credit losses was primarily due to loan growth and a declining macroeconomic outlook, partially offset by an improvement in asset quality and lower net charge-offs. At September 30, 2022, management qualitatively adjusted the economic forecast to account for uncertainty inherent in the third-party economic forecast scenarios utilized. Net charge-offs were $345,000 for the nine months ended September 30, 2022, as compared to net charge-offs of $2.9 million for the nine months ended September 30, 2021, which related to PCD loans. Partially offsetting the increase in the provision for credit losses on loans was a decrease in the provision for unfunded commitments of $1.8 million attributable to a decrease in the pipeline of loans approved and awaiting closing, which flows through other non-interest expense.

Non-interest Income. Non-interest income decreased by $5.4 million, or 53.2%, to $4.8 million for the nine months ended September 30, 2022, from $10.2 million for the nine months ended September 30, 2021, due primarily to a decrease of $3.9 million in gains on trading securities, net, a $1.1 million decrease in gains on sales of loans, and a $712,000 decrease in net realized gains on available-for-sale debt securities. For the nine months ended September 30, 2022, losses on trading securities were $2.8 million, as compared to gains of $1.1 million for the nine months ended September 30, 2021. The trading portfolio is utilized to fund the Company’s deferred compensation obligation to certain employees and directors of the Company's deferred compensation plan (the “Plan”). The participants of this Plan, at their election, defer a portion of their compensation. Gains and losses on trading securities have no effect on net income since participants benefit from, and bear the full risk of, changes in the trading securities market values. Therefore, the Company records an equal and offsetting amount in compensation expense, reflecting the change in the Company’s obligations under the Plan. The decrease in gains on sales of loans was due to a $1.4 million gain realized on the sale of approximately $126.3 million of multifamily loans in the second quarter of 2021, as compared to a $273,000 gain realized on the sale of two SBA loans totaling approximately $2.5 million in the third quarter of 2022. Partially offsetting the decreases was an increase of $312,000 in fees and service charges for customer services.

Non-interest Expense. Non-interest expense decreased $3.2 million, or 5.4%, to $55.3 million for the nine months ended September 30, 2022, compared to $58.5 million for the nine months ended September 30, 2021. The decrease was primarily due to a $2.0 million decrease in employee compensation and benefits and a $1.8 million decrease in credit loss expense for off-balance sheet credit exposures. The decrease in employee compensation and benefits was due to a $3.9 million decrease in the mark to market of the Company's deferred compensation plan expense, which as discussed above has no effect on net income, as well as a decrease in medical benefit costs, partially offset by an increase in salary expense related to annual merit increases, and an increase in equity award expense related to awards issued in the first quarter of 2022. The decrease in credit loss expense for off-balance sheet credit exposures was due to a benefit of $1.3 million recorded in the nine months ended September 30, 2022, compared to a provision of $528,000 for the same period in 2021, attributed to a decrease in the pipeline of loans approved and awaiting closing, combined with a decrease in loan loss factors. Additionally, occupancy expense decreased by $585,000, primarily related to lower snow removal costs, and advertising expense decreased by $468,000, due to the timing of certain campaigns. Partially offsetting the decreases were increases in data processing costs of $354,000, attributable to increased customer accounts and a higher number of transactions, professional fees of $476,000, related to higher recruitment, consulting and outsourcing fees, and other expense of $806,000.

Income Tax Expense. The Company recorded income tax expense of $18.2 million for the nine months ended September 30, 2022, compared to $20.7 million for the nine months ended September 30, 2021. The effective tax rate for the nine months ended September 30, 2022 was 27.9% compared to 27.5% for the nine months ended September 30, 2021.

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


	For the Nine Months Ended
	September 30, 2022						September 30, 2021
	Average Outstanding Balance		Interest		Average Yield/ Rate (1)		Average Outstanding Balance		Interest		Average Yield/ Rate (1)
Interest-earning assets:
Loans (2)	$	4,019,750	$	118,030	3.93	%	$	3,879,680	$	119,515	4.12	%
Mortgage-backed securities (3)	890,257		8,802		1.32		1,002,008		8,379		1.12
Other securities (3)	283,017		2,885		1.36		134,322		1,402		1.40
Federal Home Loan Bank of New York stock	21,845		788		4.82		26,460		1,024		5.17
Interest-earning deposits in financial institutions	96,122		423		0.59		151,834		129		0.11
Total interest-earning assets	5,310,991		130,928		3.30		5,194,304		130,449		3.36
Non-interest-earning assets	267,581						302,123
Total assets	$	5,578,572					$	5,496,427

Interest-bearing liabilities:
Savings, NOW, and money market accounts	$	2,961,776	$	1,871	0.08	%	$	2,784,447	$	2,448	0.12	%
Certificates of deposit	455,985		2,743		0.80		542,988		2,513		0.62
Total interest-bearing deposits	3,417,761		4,614		0.18		3,327,435		4,961		0.20
Borrowed funds	401,109		6,388		2.13		528,408		8,208		2.08
Subordinated debt	23,828		961		5.39		—		—		—
Total interest-bearing liabilities	$	3,842,698	11,963		0.42		$	3,855,843	13,169		0.46
Non-interest bearing deposits	913,322						790,266
Accrued expenses and other liabilities	103,075						96,602
Total liabilities	4,859,095						4,742,711
Stockholders' equity	719,477						753,716
Total liabilities and stockholders' equity	$	5,578,572					$	5,496,427

Net interest income			$	118,965					$	117,280
Net interest rate spread (4)					2.88	%					2.90	%
Net interest-earning assets (5)	$	1,468,293					$	1,338,461
Net interest margin (6)					2.99	%					3.02	%
Average interest-earning assets to interest-bearing liabilities					138.21	%					134.71	%

(1) Average yields and rates are annualized.

(2) Includes non-accruing loans.

(3) Securities available-for-sale and other securities are reported at amortized cost.

(4) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(6) Net interest margin represents net interest income divided by average total interest-earning assets.

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Comparison of Operating Results for the Three Months Ended September 30, 2022 and 2021

Net Income. Net income was $17.0 million and $16.1 million for the quarters ended September 30, 2022 and September 30, 2021, respectively. Significant variances from the comparable prior year quarter are as follows: a $3.6 million increase in net interest income, a $2.9 million increase in the provision for credit losses on loans, a $342,000 decrease in non-interest income, a $1.2 million decrease in non-interest expense, and a $667,000 increase in income tax expense.

Interest Income. Interest income increased $5.1 million, or 12.2%, to $47.3 million for the quarter ended September 30, 2022, from $42.1 million for the quarter September 30, 2021, primarily due to an increase in the average balance of interest-earning assets of $321.4 million, and an 18 basis point increase in the yields earned to 3.46% for the quarter ended September 30, 2022, from 3.28% for the quarter ended September 30, 2021 due to the rising rate environment. The increase in the average balance of interest-earning assets was primarily due to increases in the average balance of loans outstanding of $396.8 million, driven by organic loan growth, and the average balance of other securities of $135.5 million, partially offset by decreases in the average balance of interest-earning deposits in financial institutions of $120.0 million, the average balance of mortgage-backed securities of $90.4 million, and the average balance of FHLBNY stock of $455,000. The Company accreted interest income related to PCD loans of $368,000 for the quarter ended September 30, 2022, as compared to $356,000 for quarter ended September 30, 2021. Fees recognized from PPP loans totaled $144,000 for the quarter ended September 30, 2022, as compared to $1.5 million for the quarter ended September 30, 2021. Interest income for the quarter ended September 30, 2022, included loan prepayment income of $1.6 million, as compared to $902,000 for the quarter ended September 30, 2021.

Interest Expense. Interest expense increased $1.5 million, or 41.2%, to $5.3 million for the quarter ended September 30, 2022, from $3.7 million for the quarter ended September 30, 2021. The increase was attributed to an increase in interest expense on deposits of $701,000, or 49.4% and an increase in interest expense on subordinated notes issued in June 2022, of $842,000. The increase in interest expense on deposits was attributed to a $203.5 million, or 6.2%, increase in the average balance of interest-bearing deposit accounts and a seven basis point increase in the cost of interest-bearing deposits to 0.24% for the quarter ended September 30, 2022, primarily related to an increase in the balance and cost of certificates of deposit. The increase in interest expense on subordinated debt was due to the issuance of $62.0 million in aggregate principal amount of fixed to floating subordinated notes in June 2022.

Net Interest Income. Net interest income for the quarter ended September 30, 2022, increased $3.6 million, or 9.4%, as average interest-earning assets increased $321.4 million, or 6.3%, and net interest margin increased nine basis point to 3.08% for the quarter ended September 30, 2022, primarily due to rising interest rates. Yields on interest-earning assets increased by 18 basis points to 3.46% for the quarter ended September 30, 2022, from 3.28% for the quarter ended September 30, 2021, partially offset by an increase in the cost of interest-bearing liabilities which increased by 13 basis points to 0.53% for the quarter ended September 30, 2022, from 0.40% for the quarter ended September 30, 2021.

Provision for Credit Losses. The provision for credit losses on loans increased by $2.9 million to a provision of $2.7 million for the quarter ended September 30, 2022, from a benefit of $148,000 for the quarter ended September 30, 2021. The prior year benefit for credit losses was primarily due to an improvement in the economic forecast and an improvement in asset quality as well as a decline in loan balances. The current quarter provision for credit losses is primarily due to loan growth and a declining macroeconomic outlook, partially offset by an improvement in asset quality and lower net charge-offs. At September 30, 2022, management qualitatively adjusted the economic forecast to account for uncertainty inherent in the third party economic forecast scenarios utilized. Net recoveries were $149,000 for the quarter ended September 30, 2022, compared to net charge-offs of $483,000 for the quarter ended September 30, 2021. Partially offsetting the increase in the provision for credit losses on loans was a decrease in the provision for unfunded commitments of $2.2 million attributable to a decrease in the pipeline of loans approved and awaiting closing, which flows through other non-interest expense.

Non-interest Income. Non-interest income decreased by $342,000, or 13.0%, to $2.3 million for the quarter ended September 30, 2022, from $2.6 million for the quarter ended September 30, 2021, primarily due to a $351,000 increase in losses on trading securities and a $370,000 decrease in net realized gains on available-for-sale debt securities. For the quarter ended September 30, 2022, losses on trading securities, net, included losses of $426,000 related to the Company’s trading portfolio, compared to losses of $75,000 in the comparative prior year quarter. Gains and losses on trading securities have no effect on net income since participants benefit from, and bear the full risk of, changes in the trading securities market values. The Company records an equal and offsetting amount in compensation expense. Partially offsetting the increase in net losses on securities transactions was an increase in fees and service charges for customer services of $130,000 and an increase in gains on sales of loans of $273,000 related to the sale of two SBA loans totaling approximately $2.5 million in the third quarter of 2022.

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Non-interest Expense. Non-interest expense decreased by $1.2 million, or 6.1%, to $17.9 million for the quarter ended September 30, 2022, from $19.0 million for the quarter ended September 30, 2021. The decrease was due primarily to a $2.2 million decrease in credit loss expense for off-balance sheet credit exposures attributed to a decrease in the provision for unfunded commitments. The decrease in the provision was due to a benefit of $1.9 million recorded in the quarter ended September 30, 2022, compared to a provision of $265,000 for the same period in 2021, driven by a decrease in the pipeline of loans approved and awaiting closing combined with a decrease in loan loss factors. Additionally, advertising expense decreased by $156,000 due to the timing of certain campaigns. Partially offsetting the decreases, was a $450,000 increase in compensation and employee benefits, a $309,000 increase in data processing costs, and a $359,000 increase in other expense. The increase in compensation and employee benefits expense was attributable to increases in salary expense due to annual merit increases, an increase in equity award expense related to awards issued in the first quarter of 2022, and higher medical benefit expense, partially offset by a decrease in the mark to market of the Company's deferred compensation plan expense, which has no effect on net income. The increase in data processing expense was attributable to increased customer accounts and a higher number of transactions.

Income Tax Expense. The Company recorded income tax expense of $6.7 million for the quarter ended September 30, 2022, compared to $6.1 million for the quarter ended September 30, 2021, with the increase due to higher taxable income. The effective tax rate for the quarter ended September 30, 2022 was 28.4%, compared to 27.4% for the quarter ended September 30, 2021.

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


	For the Three Months Ended
	September 30, 2022						September 30, 2021
	Average Outstanding Balance		Interest		Average Yield/ Rate (1)		Average Outstanding Balance		Interest		Average Yield/ Rate (1)
Interest-earning assets:
Loans (2)	$	4,214,438	$	42,311	3.98	%	$	3,817,638	$	38,539	4.01	%
Mortgage-backed securities (3)	833,975		3,284		1.56		924,326		2,738		1.18
Other securities (3)	294,786		1,201		1.62		159,334		494		1.23
Federal Home Loan Bank of New York stock	22,641		283		4.96		23,097		318		5.46
Interest-earning deposits in financial institutions	51,364		199		1.54		171,381		57		0.13
Total interest-earning assets	5,417,204		47,278		3.46		5,095,776		42,146		3.28
Non-interest-earning assets	257,177						300,036
Total assets	$	5,674,381					$	5,395,812

Interest-bearing liabilities:
Savings, NOW, and money market accounts	$	2,923,600	$	701	0.10	%	$	2,829,513	$	671	0.09	%
Certificates of deposit	554,018		1,420		1.02		444,629		749		0.67
Total interest-bearing deposits	3,477,618		2,121		0.24		3,274,142		1,420		0.17
Borrowed funds	407,668		2,304		2.24		438,238		2,309		2.09
Subordinated debt	61,283		842		5.45		—		—		—
Total interest-bearing liabilities	3,946,569		5,267		0.53		3,712,380		$	3,729	0.40
Non-interest bearing deposits	911,183						835,065
Accrued expenses and other liabilities	103,853						96,293
Total liabilities	4,961,605						4,643,738
Stockholders' equity	712,776						752,074
Total liabilities and stockholders' equity	$	5,674,381					$	5,395,812

Net interest income			$	42,011					$	38,417
Net interest rate spread (4)					2.93	%					2.88	%
Net interest-earning assets (5)	$	1,470,635					$	1,383,396
Net interest margin (6)					3.08	%					2.99	%
Average interest-earning assets to interest-bearing liabilities					137.26	%					137.26	%

(1) Average yields and rates are annualized.

(2) Includes non-accruing loans.

(3) Securities available-for-sale and other securities are reported at amortized cost.

(4) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(6) Net interest margin represents net interest income divided by average total interest-earning assets.

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Asset Quality

PCD Loans (Held-for-Investment)

Based on its detailed review of PCD 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 PCD loans ($12.0 million at September 30, 2022 and $15.8 million at December 31, 2021) as accruing, even though they may be contractually past due. At September 30, 2022, 0.9% of PCD loans were past due 30 to 89 days, and 22.9% were past due 90 days or more, as compared to 10.5% and 19.2%, respectively, at December 31, 2021.

Loans

The following table details total non-accruing loans, non-performing loans, non-performing assets and troubled debt restructurings (“TDR”) (excluding PCD loans) on which interest is accruing, and accruing loans 30 to 89 days delinquent at September 30, 2022, and December 31, 2021 (in thousands):


	September 30, 2022			December 31, 2021
Non-accrual loans:
Held-for-investment
Real estate loans:
Multifamily	$	3,697		$	1,882
Commercial	5,211			5,117
One-to-four family residential	126			314

Home equity and lines of credit	267			281
Commercial and industrial	524			28

Total non-accrual loans held-for-investment	9,825			7,622



Loans delinquent 90 days or more and still accruing:
Held-for-investment
Real estate loans:

Commercial	18			147
One-to-four family residential	6			165

Commercial and industrial	23			72
Other	7			—
Total loans delinquent 90 days or more and still accruing held-for-investment	54			384







Total non-performing loans	9,879			8,006
Other real estate owned	—			100
Total non-performing assets	$	9,879		$	8,106
Non-performing loans to total loans	0.23		%	0.21		%
Non-performing assets to total assets	0.17		%	0.15		%
Loans subject to restructuring agreements and still accruing	$	4,084		$	5,820
Accruing loans 30 to 89 days delinquent	$	2,980		$	1,166

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Other Real Estate Owned

At September 30, 2022, the Company had no assets acquired through foreclosure. As of December 31, 2021, other real estate owned was comprised of one property located in New Jersey, which had a carrying value of approximately $100,000, and which was sold during the second quarter of 2022 for an immaterial gain.

Accruing Loans 30 to 89 Days Delinquent

Loans 30 to 89 days delinquent and on accrual status totaled $3.0 million and $1.2 million at September 30, 2022 and December 31, 2021, respectively. The following table sets forth delinquencies for accruing loans by type and by amount at September 30, 2022 and December 31, 2021 (in thousands):


	September 30, 2022		December 31, 2021
Held-for-investment
Real estate loans:
Multifamily	$	725	$	—
Commercial	366		144
One-to-four family residential	606		593
Home equity and lines of credit	599		412

Commercial and industrial loans	684		2

Other loans	—		15
Total delinquent accruing loans held-for-investment	$	2,980	$	1,166

Loans Subject to TDR Agreements

Included in non-accruing loans are loans subject to TDR agreements totaling $3.1 million and $3.2 million at September 30, 2022 and December 31, 2021, respectively. There were no loans modified as a TDR during the nine months ended September 30, 2022. At September 30, 2022, one of the non-accruing TDRs with an aggregate net loan balance of $355,000 was not performing in accordance with its terms and was collateralized by real estate with an estimated fair value of $810,000. At December 31, 2021, one of the non-accruing TDRs totaling $368,000 was not performing in accordance with its terms and was collateralized by real estate with an appraised value of $620,000.

The Company also holds loans subject to TDR agreements that are on accrual status totaling $4.1 million and $5.8 million at September 30, 2022 and December 31, 2021, respectively. At September 30, 2022, $3.7 million, or 89.9%, of the $4.1 million of accruing loans subject to TDR agreements were performing in accordance with their restructured terms. At December 31, 2021, $5.7 million, or 97.5%, of the $5.8 million of accruing loans subject to TDR 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 September 30, 2022 and December 31, 2021 (in thousands):


	September 30, 2022						December 31, 2021
	Non-Accruing			Accruing			Non-Accruing			Accruing
Real estate loans:
Multifamily	$	—		$	134		$	—		$	603
Commercial	3,085			3,146			3,219			3,508
One-to-four family residential	—			680			—			1,562
Home equity and lines of credit	—			27			—			38

Commercial and industrial loans	—			97			—			109
	$	3,085		$	4,084		$	3,219		$	5,820

Performing in accordance with restructured terms	88.5		%	89.9		%	88.6		%	97.5		%

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Other

During the fourth quarter of 2021, the Bank downgraded to substandard, a lending relationship with an outstanding principal balance at December 31, 2021 of approximately $15.6 million, which is comprised of two commercial real estate loans with balances of $10.9 million, and a commercial line of credit secured by all unencumbered business assets with a balance of $4.7 million. All draws on the line are at the discretion of the Bank. The Bank has received paydowns of approximately $3.9 million on the commercial line of credit, reducing the outstanding balance to approximately $783,000 as of September 30, 2022. At September 30, 2022, the aggregate balances of the loans was $11.4 million.

The commercial real estate loans are secured by two commercial properties with an appraised value of $19.2 million. The lending relationship was downgraded as a result of legal matters against certain officers of the borrowing entities, including certain individuals who are guarantors to the loans. The legal matters have concluded with plea agreements providing for various relief, and we are evaluating the impact on future operations of the entities.

All loans under the lending relationship are current as of November 9, 2022, and the entities continue to operate. The Bank continues to evaluate the financial condition, operating results and cash flows of the related entities and guarantors. At September 30, 2022, approximately $1.5 million of the allowance for credit losses has been designated to this lending relationship. Based on information available, the loans have not been designated as impaired and remain on accrual status. However, there can be no assurances that one or more of the loans under the relationship will not migrate to non-accrual status in the future or require the establishment of additional loan losses reserves.

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, 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 (“FRBNY”). The Bank’s short-term borrowed funds, excluding lease obligations, floating rate advances and an overnight line of credit, were $395.0 million at September 30, 2022, and had a weighted average interest rate of 2.43%. A total of $87.5 million of these borrowings will mature in less than one year. Short-term borrowed funds, excluding floating rate advances and an overnight line of credit, were $415.0 million at December 31, 2021.

On June 17, 2022, the Company issued $62.0 million in aggregate principal amount of fixed to floating subordinated notes (the “Notes”). The Notes are non-callable for five years, have a stated maturity of June 30, 2032, and bear interest at a fixed rate of 5.00% until June 30, 2027. From July 2027 to the maturity date or early redemption date, the interest rate will reset quarterly to a level equal to the then current three-month Secured Overnight Financing Rate plus 200 basis points. On August 17, 2022, the SEC declared effective a Registration Statement on Form S-4 with respect to the exchange of the Notes for publicly registered subordinated notes with the same terms as the Notes. On September 16, 2022, the Company completed the exchange of the Notes for the publicly registered subordinated notes. All of the Notes were exchanged by the holders thereof.

The Bank has the ability to obtain additional funding from the FHLBNY of approximately $2.07 billion utilizing unencumbered securities of $421.3 million, loans of $1.63 billion, and encumbered securities of $20.6 million at September 30, 2022. Additionally, the Bank has remaining borrowing capacity utilizing encumbered securities through the FRBNY Discount Window of $1.0 million. 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 September 30, 2022, Northfield Bancorp, Inc. (standalone) had liquid assets of $56.3 million.

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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 Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies developed a “Community Bank Leverage Ratio” (“CBLR”) (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 approved 9% as the minimum capital for the CBLR. Effective March 31, 2020, a financial institution could elect to be subject to this new definition. Northfield Bank and Northfield Bancorp elected to opt into the CBLR framework. The CBLR replaced the risk-based and leverage capital requirements in the generally applicable capital rules. On April 6, 2020, the federal banking regulators, implementing the applicable provisions of the CARES Act, modified the CBLR framework so that the minimum CBLR was 8% beginning in the second quarter and for the remainder of calendar year 2020, 8.5% for calendar year 2021, and 9% thereafter.

At September 30, 2022, and December 31, 2021, as set forth in the following table, both Northfield 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	For Well Capitalized Under Prompt Corrective Action Provisions
As of September 30, 2022:
CBLR	12.30%	12.53%	9.00%	9.00%
As of December 31, 2021:
CBLR	12.24%	12.93%	8.50%	8.50%

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.

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 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. At September 30, 2022, the reserve for commitments to fund unused lines of credit recorded in accrued expenses and other liabilities was $592,000.

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, 2021.

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Accounting Pronouncements Not Yet Adopted

Accounting Standards Update (“ASU”) No. 2020-04. In March, 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform ("ASC 848"): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company continues to implement its transition plan toward cessation of LIBOR and the modification of its loans and other financial instruments with attributes that are either directly or indirectly influenced by LIBOR. The Company is in the process of evaluating ASU No. 2020-04 and its impact on the Company’s transition away from LIBOR for its loan and other financial instruments, with no material expected impact on the Company's Consolidated Financial Statements.

ASU No. 2022-02. In March 2022, the FASB issued ASU No. 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures”. The amendments in this ASU were issued to (1) eliminate accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty; (2) require disclosures of current period gross write-offs by year of origination for financing receivables and net investments in leases. For entities that have adopted the amendments in ASU 2016-13, Measurement of Credit Losses on Financial Instruments, this update will be effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2022. Early adoption is permitted. The amendments in this ASU should be applied prospectively, except for the transition method related to the recognition and measurement of TDRs, where there is an option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. The Company is currently evaluating the impact of this standard to the Consolidated Financial Statements.

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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 Senior Vice President (“SVP”) & Chief Investment Officer and Treasurer, who chairs this Committee, our President and Chief Executive Officer, our Executive Vice President (“EVP”) & Chief Risk Officer, our EVP & Chief Financial Officer, our EVP & Chief Lending Officer, our EVP & Chief Branch Administration, Deposit Operations & Business Development Officer, and our SVP & Director of Marketing, and other officers and staff as necessary or appropriate. 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 our 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 September 30, 2022 and December 31, 2021, 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.

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	NPV at September 30, 2022
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	$	4,913,384	$	4,087,945	$	825,439	$	(217,524)	(20.86)	%	16.80	%	(19.60)	%	(4.10)	%
+300	5,035,981		4,160,493		875,488		(167,475)		(16.06)		17.38		(14.36)		(2.84)
+200	5,172,849		4,236,864		935,985		(106,978)		(10.26)		18.09		(8.90)		(0.72)
+100	5,306,201		4,317,534		988,667		(54,296)		(5.21)		18.63		(4.19)		(0.05)
—	5,445,979		4,403,016		1,042,963		—		—		19.15		—		—
(100)	5,585,885		4,527,460		1,058,425		15,462		1.48		18.95		(1.50)		(4.72)
(200)	5,722,242		4,663,761		1,058,481		15,518		1.49		18.50		(3.82)		(8.97)


	NPV at December 31, 2021
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	$	5,036,366	$	4,101,782	$	934,584	$	(145,605)	(13.48)	%	18.56	%	(14.49)	%	4.48	%
+300	5,155,293		4,180,838		974,455		(105,734)		(9.79)		18.90		(10.51)		3.78
+200	5,279,904		4,264,283		1,015,621		(64,568)		(5.98)		19.24		(6.51)		3.32
+100	5,405,275		4,352,712		1,052,563		(27,626)		(2.56)		19.47		(2.79)		2.20
—	5,526,916		4,446,727		1,080,189		—		—		19.54		—		—
(100)	5,650,190		4,594,219		1,055,971		(24,218)		(2.24)		18.69		(3.83)		(7.93)
(200)	5,765,436		4,715,356		1,050,080		(30,109)		(2.79)		18.21		(6.02)		(11.42)

At September 30, 2022, in the event of a 200 basis point decrease in interest rates, we would experience a 1.49% increase in estimated net portfolio value, a 3.82% decrease in net interest income in year one, and an 8.97% decrease in net interest income in year two. In the event of a 400 basis point increase in interest rates, we would experience a 20.86% decrease in estimated net portfolio value, a 19.60% decrease in net interest income in year one and a 4.10% decrease 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 16% in year two, and in the event of a 400 basis point increase or less, our projected net interest income should decrease by no more than 38% in year one and 26% 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 September 30, 2022 and December 31, 2021, 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.

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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 September 30, 2022. 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 September 30, 2022, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

During the quarter ended September 30, 2022, 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, 2021, as filed with the Securities and Exchange Commission, or as previously disclosed in our other filings with the Securities and Exchange Commission.

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.

On June 16, 2022, the Board of Directors of the Company approved a new stock repurchase program. The program permitted $45.0 million of the Company's shares of common stock to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The timing of the repurchases depends 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 are held as treasury stock and available for general corporate purposes. The repurchases could 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.

The following table reports information regarding purchases of the Company’s common stock during the three months ended September 30, 2022.


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	(d) Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands)
July 1, 2022 to July 31, 2022	275,936	$	13.20	275,936	$	38,616
August 1, 2022 to August 31, 2022	181,165	14.85		181,165	35,925
September 1, 2022 to September 30, 2022	338,496	14.66		338,496	30,963
Total	795,597	14.20		795,597

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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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, Chairman, President and Chief Executive Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a).(1)
31.2						Certification of William R. Jacobs, Executive Vice President and Chief Financial Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a).(1)
32						Certification of Steven M. Klein, Chairman, President and Chief Executive Officer, and William R. Jacobs, Executive Vice President and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(1)
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 November 9, 2022, formatted in Inline XBRL.

(1) Filed herewith.

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SIGNATURES

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

NORTHFIELD BANCORP, INC.

(Registrant)

Date: November 9, 2022


/s/ Steven M. Klein
Steven M. Klein
Chairman, President and Chief Executive Officer


/s/ William R. Jacobs
William R. Jacobs
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)