Northfield Bancorp, Inc. - Quarter Report: 2023 March (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 March 31, 2023

☐ 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 April 30, 2023, the registrant had 46,530,167 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	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	54

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3.	Defaults Upon Senior Securities	57
Item 4.	Mine Safety Disclosures	57
Item 5.	Other Information	57
Item 6.	Exhibits	58
	SIGNATURES	59

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

NORTHFIELD BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands, except share amounts)


	March 31, 2023		December 31, 2022
ASSETS:
Cash and due from banks	$	14,490	$	14,530
Interest-bearing deposits in other financial institutions	144,462		31,269
Total cash and cash equivalents	158,952		45,799
Trading securities	11,129		10,751
Debt securities available-for-sale, at estimated fair value (with no allowance for credit losses at March 31, 2023 and December 31, 2022)	896,948		952,173
Debt securities held-to-maturity, at amortized cost	10,378		10,760
(estimated fair value of $10,172 at March 31, 2023, and $10,389 at December 31, 2022, with no allowance for credit losses at March 31, 2023 and December 31, 2022)
Equity securities	10,443		10,443




Loans held-for-investment	4,241,931		4,243,693
Less: allowance for credit losses	(41,436)		(42,617)
Net loans held-for-investment	4,200,495		4,201,076
Accrued interest receivable	17,196		17,426
Bank-owned life insurance	168,782		167,912
Federal Home Loan Bank (“FHLB”) of New York stock, at cost	41,117		30,382
Operating lease right-of-use assets	33,120		34,288
Premises and equipment, net	24,674		24,844
Goodwill	41,012		41,012

Other assets	48,927		54,427
Total assets	$	5,663,173	$	5,601,293

LIABILITIES AND STOCKHOLDERS’ EQUITY:
LIABILITIES:
Deposits	$	3,847,497	$	4,150,219
Securities sold under agreements to repurchase	25,000		25,000
FHLB advances and other borrowings	923,983		558,859
Subordinated debentures, net of issuance costs	61,052		60,996
Operating lease liabilities	38,509		39,790
Advance payments by borrowers for taxes and insurance	30,847		25,995
Accrued expenses and other liabilities	38,119		39,044
Total liabilities	4,965,007		4,899,903

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
March 31, 2023 and December 31, 2022, 46,530,167 and 47,442,488 outstanding at March 31, 2023 and December 31, 2022, respectively	648		648
Additional paid-in-capital	588,532		590,249
Unallocated common stock held by employee stock ownership plan	(15,422)		(15,650)
Retained earnings	424,148		418,353
Accumulated other comprehensive loss	(42,285)		(48,331)
Treasury stock at cost: 18,240,708 and 17,328,387 shares at March 31, 2023 and December 31, 2022, respectively	(257,455)		(243,879)
Total stockholders’ equity	698,166		701,390
Total liabilities and stockholders’ equity	$	5,663,173	$	5,601,293

See accompanying notes to unaudited consolidated financial statements.

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NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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


	Three Months Ended March 31,
		2023		2022
Interest income:
Loans		$	43,707	$	36,721
Mortgage-backed securities		3,792		2,475
Other securities		1,385		695
FHLB of New York dividends		465		245
Deposits in other financial institutions		578		58
Total interest income		49,927		40,194
Interest expense:
Deposits		7,821		1,159
Borrowings		6,391		2,166
Subordinated debt		819		—
Total interest expense		15,031		3,325
Net interest income		34,896		36,869
Provision for credit losses		864		403
Net interest income after provision for credit losses		34,032		36,466
Non-interest income:
Fees and service charges for customer services		1,380		1,331
Income on bank-owned life insurance		870		839
Gains on available-for-sale debt securities, net		1		264
Gains/(losses) on trading securities, net		512		(802)

Other		569		81
Total non-interest income		3,332		1,713
Non-interest expense:
Compensation and employee benefits		11,037		9,507
Occupancy		3,372		3,408
Furniture and equipment		454		426
Data processing		2,243		1,713
Professional fees		971		908
Advertising		847		433
Federal Deposit Insurance Corporation insurance		604		357
Credit loss expense for off-balance sheet exposures		111		279
Other		1,489		1,678
Total non-interest expense		21,128		18,709
Income before income tax expense		16,236		19,470
Income tax expense		4,529		5,343
Net income		$	11,707	$	14,127
Net income per common share:
Basic		$	0.26	$	0.30
Diluted		$	0.26	$	0.30


See accompanying notes to unaudited consolidated financial statements.

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

	Three Months Ended March 31,
		2023		2022
Net income		$	11,707	$	14,127
Other comprehensive income (loss):
Unrealized gains (losses) on debt securities available-for-sale:
Net unrealized holding gains (losses)		8,397		(34,894)
Less: reclassification adjustment for net gains included in net income		(1)		(264)
Net unrealized gains (losses)		8,396		(35,158)
Post-retirement benefits adjustment		—		(48)

Other comprehensive income (loss), before tax		8,396		(35,206)
Income tax (expense) benefit related to net unrealized holding gains (losses) on debt securities available-for-sale		(2,350)		9,767
Income tax benefit related to reclassification adjustment for gains included in net income		—		74
Income tax benefit related to post retirement benefit adjustment		—		13

Other comprehensive income (loss), net of tax		6,046		(25,352)
Comprehensive income (loss)		$	17,753	$	(11,225)

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 March 31, 2023 and 2022

(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, 2021	49,266,733	$	648	$	589,972	$	(17,058)	$	381,361	$	2,063	$	(217,103)	$	739,883
Net income								14,127						14,127
Other comprehensive loss, net of tax										(25,352)				(25,352)
ESOP shares allocated or committed to be released				215		236								451
Stock compensation expense				396										396
Restricted stock issuance	157,416			(2,484)								2,484		—
Restricted stock forfeitures	(2,875)			40								(40)		—
Exercise of stock options, net	17,040			(8)								239		231
Cash dividends declared and paid ($0.13 per common share)								(6,101)						(6,101)
Repurchase of treasury stock (average cost of $15.60 per share)	(528,122)											(8,237)		(8,237)

Balance at March 31, 2022	48,910,192	$	648	$	588,131	$	(16,822)	$	389,387	$	(23,289)	$	(222,657)	$	715,398

Balance at December 31, 2022	47,442,488	$	648	$	590,249	$	(15,650)	$	418,353	$	(48,331)	$	(243,879)	$	701,390

Net income								11,707						11,707
Other comprehensive income, net of tax										6,046				6,046
ESOP shares allocated or committed to be released				165		228								393
Stock compensation expense				718										718
Restricted stock issuance	173,060			(2,670)								2,670		—
Restricted stock forfeitures	(5,098)			77								(77)		—
Exercise of stock options, net	7,600			(7)								107		100
Cash dividends declared and paid ($0.13 per common share)								(5,912)						(5,912)
Repurchase of treasury stock (average cost of $14.68 per share)	(1,087,883)											(16,276)		(16,276)

Balance at March 31, 2023	46,530,167	$	648	$	588,532	$	(15,422)	$	424,148	$	(42,285)	$	(257,455)	$	698,166

See accompanying notes to unaudited consolidated financial statements.

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NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (In thousands)


	Three Months Ended March 31,
	2023		2022
Net income	$	11,707	$	14,127
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	864		403
ESOP and stock compensation expense	1,111		847

Depreciation	909		946
Amortization of premiums and deferred loan costs, net of accretion of discounts and deferred loan fees	1,940		2,608
Amortization of debt issuance costs	56		—
Amortization of intangible assets	31		53
Amortization of operating lease right-of-use assets	1,168		1,130
Income on bank-owned life insurance	(870)		(839)



Gains on available-for-sale debt securities, net	(1)		(264)
(Gains) losses on trading securities, net	(512)		802

Net sales of trading securities	134		503
Decrease (increase) in accrued interest receivable	230		(19)
Decrease in other assets	1,909		2,604
Decrease in accrued expenses and other liabilities	(925)		(3,303)
Net cash provided by operating activities	17,751		19,598
Cash flows from investing activities:
Net decrease (increase) in loans receivable	3,058		(91,853)
Purchases of loans	(3,781)		—

Purchases of FHLB of New York stock	(21,198)		—
Redemptions of FHLB of New York stock	10,463		1,125
Purchases of debt securities available-for-sale	—		(138,982)
Purchases of equity securities	—		(2,541)
Principal payments and maturities on debt securities available-for-sale	62,063		113,767
Principal payments and maturities on debt securities held-to-maturity	370		37

Proceeds from sale of debt securities available-for-sale	—		41,464

Proceeds from bank-owned life insurance	—		1,526

Purchases and improvements of premises and equipment	(739)		(365)

Net cash provided by (used in) investing activities	50,236		(75,822)
Cash flows from financing activities:
Net (decrease) increase in deposits	(302,722)		133,532
Dividends paid	(5,912)		(6,101)



Exercise of stock options	100		231
Purchase of treasury stock	(16,276)		(8,237)

Increase in advance payments by borrowers for taxes and insurance	4,852		5,123

Proceeds from FHLB advances and other borrowings and securities sold under agreements to repurchase	617,788		1,122
Repayments related to securities sold under agreements to repurchase and other borrowings	(252,664)		(25,000)
Net cash provided by financing activities	45,166		100,670
Net increase in cash and cash equivalents	113,153		44,446
Cash and cash equivalents at beginning of period	45,799		91,068
Cash and cash equivalents at end of period	$	158,952	$	135,514

See accompanying notes to unaudited consolidated financial statements

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NORTHFIELD BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

(Unaudited) (In thousands)


	Three Months Ended March 31,
	2023		2022
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	13,527	$	3,418
Income taxes	1,391		827
Non-cash transactions:
Loan charge-offs, net	2,045		102
Transfer of loans held-for-investment to other real estate owned	70		—

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 months ended March 31, 2023 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2023 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 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, 2022, as filed with the SEC.

Recent Accounting Pronouncements Adopted

Effective January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”). The amendments in this ASU were issued to (1) eliminate accounting guidance for Troubled Debt Restructurings (“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. Under ASU 2022-02, the Company assesses all loan modifications to determine whether one is granted to a borrower experiencing financial difficulty, regardless of whether the modified loan terms include a concession. Modifications granted to borrowers experiencing financial difficulty may be in the form of an interest rate reduction, an other-than-insignificant payment delay, a term extension, principal forgiveness or a combination thereof.

Prior to the adoption of ASU 2022-02, a TDR occurred when the terms of a loan were modified because of deterioration in the financial condition of the borrower. Modifications could include extension of the repayment terms of the loan, reduced interest rates, or forgiveness of accrued interest and/or principal. For the Company's accounting policy related to TDRs granted prior to the adoption of ASU 2022-02, see “Note 1. Significant Accounting Policies included in Item 8. Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The Company adopted ASU 2022-02 on a prospective basis. The adoption of this update did not have a material effect on the Company’s consolidated financial statements. Additional disclosures are included in Note 5 to the consolidated financial statements.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

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 March 31, 2023, and December 31, 2022 (in thousands):


	March 31, 2023
			Gross		Gross		Estimated
	Amortized		unrealized		unrealized		fair
	cost		gains		losses		value
U.S. Government agency securities	$	75,958	$	—	$	(3,215)	$	72,743
Mortgage-backed securities:
Pass-through certificates:
Government sponsored enterprises ("GSEs")	445,548		1		(36,117)		409,432
Real estate mortgage investment conduits ("REMICs"):
GSE	266,764		—		(14,007)		252,757

	712,312		1		(50,124)		662,189
Other debt securities:


Corporate bonds	167,716		17		(5,717)		162,016

	167,716		17		(5,717)		162,016
Total debt securities available-for-sale	$	955,986	$	18	$	(59,056)	$	896,948


	December 31, 2022
			Gross		Gross		Estimated
	Amortized		unrealized		unrealized		fair
	cost		gains		losses		value
U.S. Government agency securities	$	76,150	$	—	$	(4,074)	$	72,076
Mortgage-backed securities:
Pass-through certificates:
GSE	472,963		1		(40,346)		432,618
REMICs:
GSE	280,870		—		(16,146)		264,724

	753,833		1		(56,492)		697,342
Other debt securities:
Municipal bonds	21		—		—		21
Corporate bonds	189,603		2		(6,871)		182,734

	189,624		2		(6,871)		182,755
Total debt securities available-for-sale	$	1,019,607	$	3	$	(67,437)	$	952,173

The following is a summary of the expected maturity distribution of debt securities available-for-sale, other than mortgage-backed securities, at March 31, 2023 (in thousands):


Available-for-sale	Amortized cost		Estimated fair value
Due in one year or less	$	180,324	$	174,781
Due after one year through five years	63,350		59,978


	$	243,674	$	234,759

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.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

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 March 31, 2023 and December 31, 2022, the fair value of debt securities available-for-sale that were pledged to secure borrowings and deposits was $678.0 million and $591.7 million, respectively.

For the three months ended March 31, 2023, the Company had no gross proceeds on sales and calls of debt securities available-for-sale, with gross realized gains of $1,000 related to the payoff of securities and no gross realized losses. For the three months ended March 31, 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 sales of securities and no gross realized losses. The Company recognized net gains of $512,000 on its trading securities portfolio during the three months ended March 31, 2023, and net losses of $802,000 during the three months ended March 31, 2022.

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 March 31, 2023 and December 31, 2022, were as follows (in thousands):


	March 31, 2023
	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	$	—	$	—	$	(3,215)	$	72,743	$	(3,215)	$	72,743
Mortgage-backed securities:
Pass-through certificates:
GSE	(2,136)		63,793		(33,981)		345,513		(36,117)		409,306
REMICs:
GSE	(1,875)		46,837		(12,132)		205,920		(14,007)		252,757

Other debt securities:
Corporate bonds	(282)		6,724		(5,435)		140,296		(5,717)		147,020


Total	$	(4,293)	$	117,354	$	(54,763)	$	764,472	$	(59,056)	$	881,826


	December 31, 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	$	(3,942)	$	71,058	$	(132)	$	1,018	$	(4,074)	$	72,076
Mortgage-backed securities:
Pass-through certificates:
GSE	(8,112)		142,605		(32,234)		289,890		(40,346)		432,495
REMICs:
GSE	(8,303)		180,612		(7,843)		84,112		(16,146)		264,724

Other debt securities:

Corporate bonds	(842)		35,778		(6,029)		129,174		(6,871)		164,952
Total	$	(21,199)	$	430,053	$	(46,238)	$	504,194	$	(67,437)	$	934,247

The Company held 69 pass-through mortgage-backed securities issued or guaranteed by GSEs, 71 REMIC mortgage-backed securities issued or guaranteed by GSEs, 23 corporate bonds, and five U.S. Government agency securities that were in a continuous unrealized loss position of twelve months or greater at March 31, 2023. There were 51 pass-through mortgage-backed securities issued or guaranteed by GSEs, 11 REMIC mortgage-backed securities issued or guaranteed by GSEs, and two corporate bonds that were in an unrealized loss position of less than twelve months at March 31, 2023. All securities referred to above were rated investment grade at March 31, 2023.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

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 March 31, 2023 or December 31, 2022.

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 $2.3 million and $2.8 million, at March 31, 2023 and December 31, 2022, respectively, and 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 March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Mortgage-backed securities:
Pass-through certificates:
GSE	$	10,378	$	136	$	(342)	$	10,172
Total securities held-to-maturity	$	10,378	$	136	$	(342)	$	10,172


	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Mortgage-backed securities:
Pass-through certificates:
GSE	$	10,760	$	90	$	(461)	$	10,389
Total securities held-to-maturity	$	10,760	$	90	$	(461)	$	10,389

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 three months ended March 31, 2023 or March 31, 2022.

At March 31, 2023 and December 31, 2022, debt securities held-to-maturity with a carrying value of $10.4 million and $2.0 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 March 31, 2023 and December 31, 2022 were as follows (in thousands):


	March 31, 2023
	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	$	(83)	$	4,250	$	(259)	$	2,932	$	(342)	$	7,182

Total	$	(83)	$	4,250	$	(259)	$	2,932	$	(342)	$	7,182


	December 31, 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	$	(461)	$	7,433	$	—	$	—	$	(461)	$	7,433

Total	$	(461)	$	7,433	$	—	$	—	$	(461)	$	7,433

The Company held five pass-through mortgage-backed debt securities held-to-maturity issued or guaranteed by GSEs that were in a continuous unrealized loss position of twelve months or greater at March 31, 2023. The Company held four 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 March 31, 2023.

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 $37,000 and $39,000, at March 31, 2023 and December 31, 2022, respectively, was reported in accrued interest receivable on the consolidated balance sheets.

Note 4 – Equity Securities

Equity securities totaled $10.4 million at both March 31, 2023 and December 31, 2022. Equity securities consisted of money market mutual funds recorded at fair value of $443,000 and $361,000 at March 31, 2023 and December 31, 2022, respectively, and an investment in a private SBA loan fund (the “SBA Loan Fund”) recorded at net asset value of $10.0 million and $10.1 million at March 31, 2023 and December 31, 2022, 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):


	March 31,		December 31,
	2023		2022
Real estate loans:
Multifamily	$	2,800,079	$	2,824,579
Commercial mortgage	919,503		899,249
One-to-four family residential mortgage	175,640		173,946
Home equity and lines of credit	155,683		152,555
Construction and land	25,508		24,932
Total real estate loans	4,076,413		4,075,261
Commercial and industrial loans (1)	151,832		154,700
Other loans	2,095		2,230
Total commercial and industrial and other loans	153,927		156,930

Loans held-for-investment (excluding purchased credit-deteriorated (“PCD”) loans)	4,230,340		4,232,191
PCD loans	11,591		11,502
Total loans held-for-investment	4,241,931		4,243,693
Allowance for credit losses	(41,436)		(42,617)
Net loans held-for-investment	$	4,200,495	$	4,201,076

(1) Included in commercial and industrial loans are $5.1 million of Payment Protection Program ("PPP") loans at both March 31, 2023 and December 31, 2022.

The Company had no loans held-for-sale at March 31, 2023 or December 31, 2022.

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 $11.6 million at March 31, 2023, as compared to $11.5 million at December 31, 2022. The majority of the PCD loan balance is attributable to those loans acquired as part of a Federal Deposit Insurance Corporation-assisted transaction. At March 31, 2023, PCD loans consisted of approximately 10% home equity loans, 31% commercial real estate loans, 52% commercial and industrial loans, and 7% in one-to-four family residential loans. At December 31, 2022, PCD loans consisted of approximately 9% one-to-four family residential loans, 28% commercial real estate loans, 53% commercial and industrial loans, and 10% in home equity loans.

Table of Contents

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 (“LTV”) ratios (at period end) and internally assigned credit risk ratings by loan type are the key credit quality indicators that best measure the credit quality of the Company’s loan receivables. LTV ratios used by management in monitoring credit quality are based on current period 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 and current period gross charge-offs, excluding PCD loans, by loan class, credit risk ratings and year of origination, at March 31, 2023 (in thousands):


	March 31, 2023
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Total
Real Estate:
Multifamily
Pass	$	23,542	$	628,708	$	667,394	$	476,696	$	253,846	$	740,171	$	337	$	2,790,694

Substandard	—		—		—		—		—		9,385		—		9,385
Total multifamily	23,542		628,708		667,394		476,696		253,846		749,556		337		2,800,079

Commercial
Pass	46,147		213,499		146,247		67,714		90,098		324,850		1,566		890,121
Special mention	—		—		—		—		—		4,809		—		4,809
Substandard	—		2,876		10,494		—		—		11,203		—		24,573
Total commercial	46,147		216,375		156,741		67,714		90,098		340,862		1,566		919,503

One-to-four family residential
Pass	5,865		28,876		12,264		8,578		9,730		106,912		987		173,212
Special mention	—		—		—		—		—		1,692		—		1,692
Substandard	—		—		—		—		—		736		—		736
Total one-to-four family residential	5,865		28,876		12,264		8,578		9,730		109,340		987		175,640

Home equity and lines of credit
Pass	6,394		35,819		16,466		8,121		5,774		15,198		67,593		155,365
Special mention	—		—		—		—		—		70		—		70
Substandard	—		—		—		—		92		156		—		248
Total home equity and lines of credit	6,394		35,819		16,466		8,121		5,866		15,424		67,593		155,683

Construction and land
Pass	—		7,544		1,425		7,083		1,255		7,550		651		25,508


Total construction and land	—		7,544		1,425		7,083		1,255		7,550		651		25,508

Total real estate loans	81,948		917,322		854,290		568,192		360,795		1,222,732		71,134		4,076,413
Commercial and industrial
Pass	3,605		22,351		15,767		7,744		3,210		9,082		75,249		137,008
Special mention	—		291		—		46		—		114		13,378		13,829
Substandard	—		—		318		88		88		501		—		995
Total commercial and industrial	3,605		22,642		16,085		7,878		3,298		9,697		88,627		151,832
Current period gross charge-offs	—		1,591		465		—		—		—		—		2,056
Other
Pass	1,898		—		—		105		2		20		70		2,095


Total other	1,898		—		—		105		2		20		70		2,095

Total loans held-for-investment	$	87,451	$	939,964	$	870,375	$	576,175	$	364,095	$	1,232,449	$	159,831	$	4,230,340
Total current-period gross charge-offs	$	—	$	1,591	$	465	$	—	$	—	$	—	$	—	$	2,056

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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, 2022 (in thousands):


	December 31, 2022
	2022		2021		2020		2019		2018		Prior		Revolving Loans		Total
Real Estate:
Multifamily
Pass	$	632,613	$	676,370	$	500,069	$	255,374	$	204,810	$	545,335	$	521	$	2,815,092

Substandard	—		—		—		—		3,525		5,962		—		9,487
Total multifamily	632,613		676,370		500,069		255,374		208,335		551,297		521		2,824,579
Commercial
Pass	213,621		147,419		68,215		90,644		72,512		275,606		1,664		869,681
Special mention	—		—		—		—		—		4,852		—		4,852
Substandard	2,889		10,574		—		—		—		11,253		—		24,716
Total commercial	216,510		157,993		68,215		90,644		72,512		291,711		1,664		899,249
One-to-four family residential
Pass	26,432		12,340		8,623		10,057		7,227		105,787		1,006		171,472
Special mention	—		—		—		—		—		1,716		—		1,716
Substandard	—		—		—		—		—		758		—		758
Total one-to-four family residential	26,432		12,340		8,623		10,057		7,227		108,261		1,006		173,946
Home equity and lines of credit
Pass	36,513		16,053		8,198		5,948		4,484		11,315		69,539		152,050
Special mention	—		—		—		—		—		70		—		70
Substandard	—		—		—		92		48		295		—		435
Total home equity and lines of credit	36,513		16,053		8,198		6,040		4,532		11,680		69,539		152,555
Construction and land
Pass	8,121		1,145		6,335		1,276		1,427		3,905		653		22,862

Substandard	—		—		—		—		2,070		—		—		2,070
Total construction and land	8,121		1,145		6,335		1,276		3,497		3,905		653		24,932
Total real estate loans	920,189		863,901		591,440		363,391		296,103		966,854		73,383		4,075,261
Commercial and industrial
Pass	16,941		14,805		7,754		3,754		1,460		8,172		98,969		151,855
Special mention	—		—		48		—		—		124		214		386
Substandard	291		482		96		50		200		217		1,123		2,459
Total commercial and industrial	17,232		15,287		7,898		3,804		1,660		8,513		100,306		154,700
Other
Pass	2,010		—		114		5		6		21		74		2,230


Total other	2,010		—		114		5		6		21		74		2,230
Total loans held-for-investment	$	939,431	$	879,188	$	599,452	$	367,200	$	297,769	$	975,388	$	173,763	$	4,232,191

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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 $9.2 million and $9.8 million at March 31, 2023, and December 31, 2022, 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 TDRs prior to the adoption of ASU 2022-02 are individually evaluated. The non-accrual amounts included in loans individually evaluated for impairment were $5.2 million at both March 31, 2023, and December 31, 2022. 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 $4.0 million at March 31, 2023, and $4.6 million at December 31, 2022. Loans past due 90 days or more and still accruing interest were $231,000 and $425,000 at March 31, 2023 and December 31, 2022, 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 March 31, 2023, and December 31, 2022, excluding PCD loans (in thousands):


	March 31, 2023
	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	$	1,923	$	—	$	1,335	$	3,258	$	225	$	3,483
Total multifamily	1,923		—		1,335		3,258		225		3,483
Commercial


Substandard	2,709		—		2,479		5,188		—		5,188
Total commercial	2,709		—		2,479		5,188		—		5,188
One-to-four family residential


Substandard	86		—		27		113		6		119
Total one-to-four family residential	86		—		27		113		6		119





Home equity and lines of credit


Substandard	—		1		77		78		—		78
Total home equity and lines of credit	—		1		77		78		—		78
Total real estate	4,718		1		3,918		8,637		231		8,868
Commercial and industrial loans


Substandard	24		—		508		532		—		532
Total commercial and industrial loans	24		—		508		532		—		532



Total non-performing loans	$	4,742	$	1	$	4,426	$	9,169	$	231	$	9,400

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)


	December 31, 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	$	1,923	$	—	$	1,362	$	3,285	$	233	$	3,518
Total multifamily	1,923		—		1,362		3,285		233		3,518
Commercial


Substandard	2,806		431		1,947		5,184		8		5,192
Total commercial	2,806		431		1,947		5,184		8		5,192
One-to-four family residential


Substandard	—		—		118		118		155		273
Total one-to-four family residential	—		—		118		118		155		273
Home equity and lines of credit


Substandard	186		—		76		262		—		262
Total home equity and lines of credit	186		—		76		262		—		262





Total real estate	4,915		431		3,503		8,849		396		9,245
Commercial and industrial loans


Substandard	—		26		938		964		24		988
Total commercial and industrial loans	—		26		938		964		24		988
Other loans
Pass	—		—		—		—		5		5
Total other	—		—		—		—		5		5
Total non-performing loans	$	4,915	$	457	$	4,441	$	9,813	$	425	$	10,238

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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 March 31, 2023, and December 31, 2022 (in thousands):


	March 31, 2023
			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	$	185	$	—	$	—	$	185	$	2,790,509	$	2,790,694

Substandard	—		1,335		225		1,560		7,825		9,385
Total multifamily	185		1,335		225		1,745		2,798,334		2,800,079
Commercial
Pass	—		—		—		—		890,121		890,121
Special mention	—		—		—		—		4,809		4,809
Substandard	804		2,479		—		3,283		21,290		24,573
Total commercial	804		2,479		—		3,283		916,220		919,503
One-to-four family residential
Pass	499		—		—		499		172,713		173,212
Special mention	68		—		—		68		1,624		1,692
Substandard	—		27		6		33		703		736
Total one-to-four family residential	567		27		6		600		175,040		175,640
Home equity and lines of credit
Pass	573		—		—		573		154,792		155,365
Special mention	—		—		—		—		70		70
Substandard	93		77		—		170		78		248
Total home equity and lines of credit	666		77		—		743		154,940		155,683
Construction and land
Pass	—		—		—		—		25,508		25,508


Total construction and land	—		—		—		—		25,508		25,508
Total real estate	2,222		3,918		231		6,371		4,070,042		4,076,413
Commercial and industrial
Pass	1,311		—		—		1,311		135,697		137,008
Special mention	290		—		—		290		13,539		13,829
Substandard	242		508		—		750		245		995
Total commercial and industrial	1,843		508		—		2,351		149,481		151,832
Other loans
Pass	10		—		—		10		2,085		2,095


Total other loans	10		—		—		10		2,085		2,095
Total loans held-for-investment	$	4,075	$	4,426	$	231	$	8,732	$	4,221,608	$	4,230,340

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)


	December 31, 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	$	189	$	—	$	—	$	189	$	2,814,903	$	2,815,092

Substandard	—		1,362		233		1,595		7,892		9,487
Total multifamily	189		1,362		233		1,784		2,822,795		2,824,579
Commercial
Pass	726		—		—		726		868,955		869,681
Special mention	—		—		—		—		4,852		4,852
Substandard	605		1,947		8		2,560		22,156		24,716
Total commercial	1,331		1,947		8		3,286		895,963		899,249
One-to-four family residential
Pass	603		—		—		603		170,869		171,472
Special mention	69		—		—		69		1,647		1,716
Substandard	—		118		155		273		485		758
Total one-to-four family residential	672		118		155		945		173,001		173,946
Home equity and lines of credit
Pass	657		—		—		657		151,393		152,050
Special mention	—		—		—		—		70		70
Substandard	173		76		—		249		186		435
Total home equity and lines of credit	830		76		—		906		151,649		152,555
Construction and land
Pass	—		—		—		—		22,862		22,862

Substandard	—		—		—		—		2,070		2,070
Total construction and land	—		—		—		—		24,932		24,932
Total real estate	3,022		3,503		396		6,921		4,068,340		4,075,261
Commercial and industrial
Pass	573		—		—		573		151,282		151,855
Special mention	—		—		—		—		386		386
Substandard	498		938		24		1,460		999		2,459
Total commercial and industrial	1,071		938		24		2,033		152,667		154,700
Other loans
Pass	5		—		5		10		2,220		2,230


Total other loans	5		—		5		10		2,220		2,230
Total loans held-for-investment	$	4,098	$	4,441	$	425	$	8,964	$	4,223,227	$	4,232,191

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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 March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023
	Recorded Investment		Unpaid Principal Balance		With No Related Allowance
Real estate loans:
Multifamily	$	3,258	$	3,546	$	2,042
Commercial	5,188		5,643		3,054
One-to-four family residential	113		113		—
Home equity and lines of credit	78		327		—

Commercial and industrial	532		1,770		69

Total non-accrual loans	$	9,169	$	11,399	$	5,165


	December 31, 2022
	Recorded Investment		Unpaid Principal Balance		With No Related Allowance
Real estate loans:
Multifamily	$	3,285	$	3,294	$	2,050
Commercial	5,184		5,639		3,069
One-to-four family residential	118		118		—
Home equity and lines of credit	262		512		—

Commercial and industrial	964		1,288		67

Total non-accrual loans	$	9,813	$	10,851	$	5,186

The following table summarizes interest income on non-accrual loans, excluding PCD loans, during the three months ended March 31, 2023 and March 31, 2022 (in thousands):


	Three Months Ended March 31,
		2023		2022
Real estate loans:
Multifamily		$	47	$	24
Commercial		46		12
One-to-four family residential		4		3


Commercial and industrial		1		1

Total interest income on non-accrual loans		$	98	$	40

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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 March 31, 2023 and December 31, 2022, the Company had $7.3 million and $7.4 million of collateral-dependent impaired loans, respectively. The collateral-dependent loans at March 31, 2023 consisted of $4.9 million of commercial real estate loans, $2.0 million of multifamily loans, and $325,000 of one-to-four family residential loans. For the three months ended March 31, 2023, there was no significant deterioration or changes in the collateral securing these loans.

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

Effective January 1, 2023, the Company adopted ASU 2022-02, which eliminated the accounting for TDRs while expanding loan modification and vintage disclosure requirements. See Note 1 to the consolidated financial statements for further information. There were no material modifications of loans to borrowers who were experiencing financial difficulty during the three months ended March 31, 2023.

Troubled Debt Restructured Loans prior to the adoption of ASU 2022-02

Prior to the adoption of ASU 2022-02, the Company classified certain loans as TDRs when credit terms to a borrower in financial difficulty were modified, in accordance with ASC 310-40. With the adoption of ASU 2022-02 the Company has ceased to recognize or measure for new TDRs, but those existing at December 31, 2022 will remain until settled.

There were no loans modified as a TDR during the three months ended March 31, 2022.

At December 31, 2022 the Company had TDRs of $7.0 million.

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 March 31, 2022, there were no restructured TDRs during the preceding twelve months that subsequently defaulted.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

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 modified loans 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 for modified loans 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 March 31, 2023 and December 31, 2022, the ACL for loans individually evaluated for impairment was $45,200 and $38,200, 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 already on the books). 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 months ended March 31, 2023, and March 31, 2022 (in thousands):


	Three Months Ended March 31,
		2023		2022
Balance at beginning of period		$	791	$	1,852


Provision for credit losses		111		279
Balance at end of period		$	902	$	2,131

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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 months ended March 31, 2023, and March 31, 2022 (in thousands):


	Three Months Ended March 31, 2023
	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	$	29,485	$	3,936	$	866	$	324	$	4,114	$	9	$	38,734	$	3,883	$	42,617
Charge-offs	—		—		—		—		(2,056)		—		(2,056)		(8)		(2,064)
Recoveries	5		—		—		—		14		—		19		—		19
Provisions (credit)	(1,460)		(349)		532		(38)		2,294		(2)		977		(113)		864
Ending balance	$	28,030	$	3,587	$	1,398	$	286	$	4,366	$	7	$	37,674	$	3,762	$	41,436


	Three Months Ended March 31, 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)		—		(185)
Recoveries	78		—		—		—		5		—		83		—		83
Provisions (credit)	384		44		119		(3)		(39)		—		505		(102)		403
Ending balance	$	27,247	$	3,589	$	679	$	166	$	2,954	$	9	$	34,644	$	4,630	$	39,274

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

The allowance for credit losses on loans decreased to $41.4 million at March 31, 2023, compared to $42.6 million as of December 31, 2022, primarily due to an improvement in the macroeconomic outlook, partially offset by higher net charge-offs. Furthermore, there were no significant changes in loan balances.

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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 March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023
	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	$	—	$	17	$	—	$	45	$	—	$	45
Ending balance: collectively evaluated for impairment	28,005		3,587		1,396		286		4,349		6		37,629		—		37,629
Ending balance: PCD loans evaluated for impairment (2)	—		—		—		—		—		—		—		3,762		3,762
Loans, net:
Ending balance	$	3,719,582	$	175,640	$	155,683	$	25,508	$	151,832	$	2,095	$	4,230,340	$	11,591	$	4,241,931
Ending balance: individually evaluated for impairment	8,035		651		26		—		91				8,803		—		8,803
Ending balance: collectively evaluated for impairment	3,711,547		174,989		155,657		25,508		146,660		2,095		4,216,456		—		4,216,456
Ending balance: PCD loans evaluated for impairment (2)	—		—		—		—		—		—		—		11,591		11,591
PPP loans not evaluated for impairment (3)	—		—		—		—		5,081		—		5,081		—		5,081


	December 31, 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	$	18	$	—	$	2	$	—	$	18	$	—	$	38	$	—	$	38
Ending balance: collectively evaluated for impairment	29,467		3,936		864		324		4,096		9		38,696		—		38,696
Ending balance: PCD loans evaluated for impairment (2)	—		—		—		—		—		—		—		3,883		3,883
Loans, net:
Ending balance	$	3,723,828	$	173,946	$	152,555	$	24,932	$	154,700	$	2,230	$	4,232,191	$	11,502	$	4,243,693
Ending balance: individually evaluated for impairment	8,152		666		27		—		94		—		8,939		—		8,939
Ending balance: collectively evaluated for impairment	3,715,676		173,280		152,528		24,932		149,463		2,230		4,218,109		—		4,218,109
Ending balance: PCD loans evaluated for impairment (2)	—		—		—		—		—		—		—		11,502		11,502
PPP loans not evaluated for impairment (3)	—		—		—		—		5,143		—		5,143		—		5,143

(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):


	March 31, 2023		December 31, 2022
Non-interest-bearing checking	$	804,784	$	852,660
Negotiable orders of withdrawal ("NOW") and interest-bearing checking	1,109,364		1,132,290
Savings and money market	1,325,271		1,425,247
Certificates of deposit	608,078		740,022
Total deposits	$	3,847,497	$	4,150,219

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


	Three Months Ended March 31,
		2023		2022
NOW and interest-bearing checking, savings, and money market		$	3,843	$	571
Certificates of deposit		3,978		588
Total interest expense on deposit accounts		$	7,821	$	1,159

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 March 31, 2023. 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.

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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 March 31, 2023, and changes therein during the three 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, 2022	1,582,826	$	4.03	$	14.04	2.01

Forfeited	(2,500)	4.07		14.76		—
Exercised	(7,600)	3.91		13.13		—
Outstanding - March 31, 2023	1,572,726	4.03		14.04		1.76
Exercisable - March 31, 2023	1,572,726	4.03		14.04		1.76

On January 27, 2023, the Company granted to directors and employees, under the 2019 Equity Incentive Plan, 157,525 restricted stock awards with a total grant-date fair value of $2.3 million. Of these grants, 33,813 vest one year from the date of grant and 123,712 vest in equal installments over a three-year period beginning one year from the date of grant. The Company also issued 34,724 performance-based restricted stock units to its executive officers with a total grant date fair value of $499,000. 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 January 27, 2026. 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 March 31, 2023, and changes therein during the three months then ended.


	Number of Shares Awarded	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2022	321,501	$	14.66
Granted	192,249	14.37
Incremental performance-based restricted stock units earned	10,353	—
Vested	(124,586)	15.27
Forfeited	(5,098)	15.15
Non-vested at March 31, 2023	394,419	14.35

Expected future stock award expense related to the non-vested restricted share awards and performance-based restricted stock units as of March 31, 2023, was $4.9 million over a weighted average period of 2.3 years.

During the three months ended March 31, 2023 and March 31, 2022, the Company recorded $718,000 and $396,000, 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 March 31, 2023, and December 31, 2022, 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.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

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

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

The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 17 to the Consolidated Financial Statements of the Company’s 2021 Annual Report on Form 10-K.


	Fair Value Measurements at March 31, 2023 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	$	72,743	$	—	$	72,743	$	—
Mortgage-backed securities:
Pass-through certificates:
GSE	409,432		—		409,432		—
REMICs:
GSE	252,757		—		252,757		—

	662,189		—		662,189		—
Other debt securities:


Corporate bonds	162,016		—		162,016		—

	162,016		—		162,016		—
Total debt securities available-for-sale	896,948		—		896,948		—
Trading securities	11,129		11,129		—		—
Equity securities (1)	443		443		—		—
Total	$	908,520	$	11,572	$	896,948	$	—
Measured on a non-recurring basis:
Assets:
Loans individually evaluated for impairment:
Real estate loans:
Commercial real estate	$	2,541	$	—	$	—	$	2,541


Multifamily	1,923		—		—		1,923
Home equity and lines of credit	23		—		—		23
Total individually evaluated real estate loans	4,487		—		—		4,487
Commercial and industrial loans	53		—		—		53
Other real estate owned	70		—		—		70
Total	$	4,610	$	—	$	—	$	4,610

(1) Excludes investment measured at net asset value of $10.0 million at March 31, 2023, 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, 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 securities	$	72,076	$	—	$	72,076	$	—
Mortgage-backed securities:
Pass-through certificates:
GSE	432,618		—		432,618		—
REMICs:
GSE	264,724		—		264,724		—

	697,342		—		697,342		—
Other debt securities:

Municipal bonds	21		—		21		—
Corporate bonds	182,734		—		182,734		—

	182,755		—		182,755		—
Total debt securities available-for-sale	952,173		—		952,173		—
Trading securities	10,751		10,751		—		—
Equity securities (1)	361		361		—		—
Total	$	963,285	$	11,112	$	952,173	$	—
Measured on a non-recurring basis:
Assets:
Loans individually evaluated for impairment:
Real estate loans:
Commercial real estate	$	2,631	$	—	$	—	$	2,631

Multifamily	1,923		—		—		1,923
Home equity and lines of credit	24		—		—		24
Total impaired real estate loans	4,578		—		—		4,578
Commercial and industrial loans	62		—		—		62

Total	$	4,640	$	—	$	—	$	4,640

(1) Excludes investment measured at net asset value of $10.1 million at December 31, 2022, which has not been classified in the fair value hierarchy.

The following table presents qualitative information for Level 3 assets measured at fair value on a non-recurring basis at March 31, 2023 and December 31, 2022 (dollars in thousands):

Fair Value

Valuation Methodology

Unobservable
Inputs

Range of Inputs

March 31, 2023

December 31, 2022

March 31, 2023

December 31, 2022

Individually evaluated loans

4,540

4,640

Appraisals

Discount for costs to sell

7.0%

Discount for quick sale

10.0%

Discounted cash flows

Interest rates

4.88% to 7.50%

Other real estate owned

—

Appraisals

Discount for costs to sell

7.0%

—%

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

The valuation techniques described below were used to measure fair value of financial instruments in the tables below on a recurring basis and a non-recurring basis at March 31, 2023, and December 31, 2022.

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 three months ended March 31, 2023 or March 31, 2022.

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 March 31, 2023 and December 31, 2022, the Company had loans individually evaluated for impairment (excluding PCD loans) with outstanding principal balances of $6.3 million and $6.7 million, respectively, which were recorded at their estimated fair value of $4.5 million and $4.6 million, respectively. The Company recorded net increases in the specific reserve for impaired loans of $7,000 and $16,000 for the three months ended March 31, 2023 and March 31, 2022, respectively. Net charge-offs of $2.0 million and $102,000 were recorded for the three months ended March 31, 2023 and March 31, 2022, 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 March 31, 2023, the Company had other real estate owned of approximately $70,000, recorded at estimated fair value, less estimated selling costs when acquired, thus establishing a new cost basis. The property is located in New Jersey. 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.

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.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

(b) Debt Securities (Held-to-Maturity)

The estimated fair values for substantially all of our securities are obtained from an independent nationally recognized pricing service. The independent pricing service utilizes market prices of same or similar securities whenever such prices are available. Prices involving distressed sellers are not utilized in determining fair value. Where necessary, the independent third-party pricing service estimates fair value using models employing techniques such as discounted cash flow analysis. The assumptions used in these models typically include assumptions for interest rates, credit losses, and prepayments, utilizing market observable data where available.

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

Federal Home Loan Bank of New York ("FHLBNY") stock is carried at cost, which approximates fair 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.

(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.

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NORTHFIELD BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements - (Continued)

(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 March 31, 2023 and December 31, 2022, are presented in the following tables (in thousands):


	March 31, 2023
			Estimated Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	158,952	$	158,952	$	—	$	—	$	158,952
Trading securities	11,129		11,129		—		—		11,129
Debt securities available-for-sale	896,948		—		896,948		—		896,948
Debt securities held-to-maturity	10,378		—		10,172		—		10,172
Equity securities (1)	443		443		—		—		443
FHLBNY stock, at cost	41,117		—		41,117		—		41,117

Net loans held-for-investment	4,200,495		—		—		4,024,068		4,024,068
Derivative assets	4,981		—		4,981		—		4,981
Financial liabilities:
Deposits	$	3,847,497	$	—	$	3,847,486	$	—	$	3,847,486
FHLB advances and other borrowings (including securities sold under agreements to repurchase)	948,983		—		931,766		—		931,766
Subordinated debentures, net of issuance costs	61,052		—		55,449		—		55,449
Advance payments by borrowers for taxes and insurance	30,847		—		30,847		—		30,847
Derivative liabilities	4,983		—		4,983		—		4,983

(1) Excludes investment measured at net asset value of $10.0 million at March 31, 2023, 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, 2022
			Estimated Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	45,799	$	45,799	$	—	$	—	$	45,799
Trading securities	10,751		10,751		—		—		10,751
Debt securities available-for-sale	952,173		—		952,173		—		952,173
Debt securities held-to-maturity	10,760		—		10,389		—		10,389
Equity securities (1)	361		361		—		—		361
FHLBNY stock, at cost	30,382		—		30,382		—		30,382

Net loans held-for-investment	4,201,076		—		—		4,016,849		4,016,849
Derivative assets	5,321		—		5,321		—		5,321
Financial liabilities:
Deposits	$	4,150,219	$	—	$	4,148,938	$	—	$	4,148,938
FHLB advances and other borrowings (including securities sold under agreements to repurchase)	583,859		—		564,588		—		564,588
Subordinated debentures, net of issuance costs	60,996				54,393				54,393
Advance payments by borrowers for taxes and insurance	25,995		—		25,995		—		25,995
Derivative liabilities	5,321		—		5,321		—		5,321

(1) Excludes investment measured at net asset value of $10.1 million at December 31, 2022, 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 March 31,
		2023		2022
Net income available to common stockholders		$	11,707	$	14,127

Weighted average shares outstanding-basic		44,784,228		46,811,331
Effect of non-vested restricted stock and stock, performance-based restricted stock units and options outstanding		144,677		277,044
Weighted average shares outstanding-diluted		44,928,905		47,088,375
Earnings per share-basic		$	0.26	$	0.30
Earnings per share-diluted		$	0.26	$	0.30
Anti-dilutive shares		920,352		273,469

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 32.3 years. At March 31, 2023, 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 March 31, 2023, the Company’s operating lease right-of-use assets and operating lease liabilities included on the consolidated balance sheet were $33.1 million and $38.5 million, respectively. At December 31, 2022, the Company’s operating lease right-of-use assets and operating lease liabilities included on the consolidated balance sheet were $34.3 million and $39.8 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 months ended March 31, 2023, and March 31, 2022 is as follows (dollars in thousands):


	Three Months Ended March 31,
		2023			2022

Operating lease cost		$	1,507		$	1,469
Variable lease cost		906			965

Net lease cost		$	2,413		$	2,434
Cash paid for amounts included in measurement of operating lease liabilities		$	1,606		$	1,564
Right-of-use assets obtained in exchange for new operating lease liabilities		$	—		$	—
Weighted average remaining lease term		11.12 years			11.81 years
Weighted average discount rate		3.55		%	3.56		%

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
2023	$	4,884
2024	6,069
2025	5,729
2026	4,967
2027	4,007
Thereafter	22,557
Total lease payments	48,213
Less: imputed interest	(9,704)
Present value of lease liabilities	$	38,509

As of March 31, 2023, the Company had not entered into any leases that have not yet commenced.

Note 13 – 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 March 31, 2023, the Company had eight interest rate swaps with a notional amount of $61.7 million. At December 31, 2022, the Company had seven interest rate swaps with a notional amount of $37.0 million. The Company recorded fee income related to these swaps of $231,000 for the three months ended March 31, 2023. There was no fee income related to these swaps for the three months ended March 31, 2022.

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	March 31, 2023		December 31, 2022
Other assets	$	4,981	$	5,321
Other liabilities	4,983		5,321

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

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report contains certain “forward-looking statements,” which can be identified by the use of such words as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “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 such as COVID-19, and the significant 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 and/or recessionary 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 reduction of overdraft and other fees;

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

•adverse changes in the securities or credit markets;

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

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

•changes in liquidity, including the size and composition of our deposit portfolio, including the percentage of uninsured deposits in the portfolio;

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

•our ability to access and/or retain 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 to implement than expected;

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

•our ability to attract and/or retain key employees;

•the current or anticipated impact of military conflict, terrorism or other geopolitical events;

•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 any U.S. Government shutdowns;

•the effects of natural disasters and increases in flood insurance premiums;

•significant increases in our loan losses; and

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

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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, 2022, 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 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.

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, 2022.

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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, 2022.

Net income was $11.7 million for the three months ended March 31, 2023, as compared to $14.1 million for the three months ended March 31, 2022. Basic and diluted earnings per common share were $0.26 for the three months ended March 31, 2023, compared to basic and diluted earnings per common share of $0.30 for the three months ended March 31, 2022. For the three months ended March 31, 2023, our return on average assets was 0.84%, as compared to 1.04% for the three months ended March 31, 2022. For the three months ended March 31, 2023, our return on average stockholders’ equity was 6.82% as compared to 7.83% for the three months ended March 31, 2022. Net earnings for three months ended March 31, 2023, were down from the comparative prior year period primarily due to an increase in funding costs, an increase in the provision for credit losses on loans from a worsened macroeconomic outlook and higher net charge-offs, and an increase in non-interest expense attributable to increases in compensation and employee benefits, data processing costs, advertising expense, and FDIC insurance expense, partially offset by an increase in non-interest income.

Total assets increased by $61.9 million, or 1.1%, to $5.66 billion at March 31, 2023, from $5.60 billion at December 31, 2022. Total liabilities increased $65.1 million, or 1.3%, to $4.97 billion at March 31, 2023, from $4.90 billion at December 31, 2022.

Recent Developments

Recent bank failures have led to uncertainty and volatility in the financial services industry. In response to these events, the Company took a series of precautionary measures, which included expanding and optimizing its funding and contingency funding sources; enhanced monitoring of deposit and funding flows; evaluated supplemental liquidity and conservation measures; and curtailed loan originations. Refer to the “Liquidity and Capital Resources” section and to Part II. Item 1A. “Risk Factors” for further information regarding liquidity.

Comparison of Financial Condition at March 31, 2023 and December 31, 2022

Total assets increased by $61.9 million, or 1.1%, to $5.66 billion at March 31, 2023, from $5.60 billion at December 31, 2022. The increase was primarily due to increases in cash and cash equivalents of $113.2 million, or 247.1%, and Federal Home Loan Bank of New York (“FHLBNY”) stock of $10.7 million, or 35.3%, partially offset by decreases in available-for-sale debt securities of $55.2 million, or 5.8%, and other assets of $5.5 million, or 10.1%.

Cash and cash equivalents increased by $113.2 million, or 247.1%, to $159.0 million at March 31, 2023, from $45.8 million at December 31, 2022, primarily due to an increase in Federal Reserve Bank (“FRB”) balances with excess funds from increased borrowings. 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. In the current quarter, management believed it was prudent to increase balance sheet liquidity given general market volatility and uncertainty.

The Company’s available-for-sale debt securities portfolio decreased by $55.2 million, or 5.8%, to $896.9 million at March 31, 2023, from $952.2 million at December 31, 2022. The decrease was primarily attributable to paydowns, maturities and calls. At March 31, 2023, $662.2 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 $72.7 million in U.S. Government agency securities and $162.0 million in corporate bonds, all of which were considered investment grade at March 31, 2023. Unrealized losses, net of tax, on available-for-sale debt securities and held-to-maturity securities approximated $42.5 million and $246,000, respectively, at March 31, 2023, and $48.6 million and $332,000, respectively, at December 31, 2022. The effective duration of the securities portfolio at March 31, 2023 was 2.26 years.

Equity securities remained level at $10.4 million at March 31, 2023 and December 31, 2022. Equity securities are primarily comprised of an investment in a Small Business Administration Loan Fund. This investment is utilized by Northfield Bank (the “Bank”) as part of its Community Reinvestment Act program.

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As of March 31, 2023, our non-owner occupied commercial real estate loans (as defined by regulatory guidance) to total risk-based capital was approximately 447.5%. Management believes that the Bank has implemented appropriate risk management practices including risk assessments, board-approved underwriting policies and related procedures, which include monitoring Bank portfolio performance, performing market analysis (economic and real estate), and stressing of the Bank’s commercial real estate portfolio under severe, adverse economic conditions. Although management believes the Bank has implemented appropriate policies and procedures to manage 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 remained stable at $4.24 billion at both March 31, 2023 and December 31, 2022, as increases in the commercial real estate, one-to-four family residential, home equity and construction and land loan portfolios were offset by decreases in the multifamily and commercial and industrial portfolios. The Company continues to focus on the credit needs of its existing customers, and to a lesser extent the development of new business given the uncertain economic environment. Commercial real estate loans increased $20.3 million, or 2.3%, to $919.5 million at March 31, 2023 from $899.2 million at December 31, 2022, one-to-four family residential loans increased $1.7 million, or 1.0%, to $175.6 million at March 31, 2023 from $173.9 million at December 31, 2022, home equity loans increased $3.1 million, or 2.1%, to $155.7 million at March 31, 2023 from $152.6 million at December 31, 2022, and construction and land loans increased $576,000, or 2.3%, to $25.5 million at March 31, 2023 from $24.9 million at December 31, 2022. The increases were offset by decreases in multifamily loans of $24.5 million, or 0.9%, to $2.80 billion at March 31, 2023 from $2.82 billion at December 31, 2022, and commercial and industrial loans of $2.8 million, or 1.9%, to $146.8 million at March 31, 2023 from $149.6 million at December 31, 2022.

At March 31, 2023, office-related loans represented $213.3 million, or approximately 5% of our total loan portfolio, had an average balance of $1.7 million (although we have originated these type of loans in amounts substantially greater than this average) and a weighted average loan-to-value ratio of 58%. Approximately 46% were owner-occupied. The geographic locations of the properties collateralizing our office-related loans are as follows: 53.1% in New York, 46.6% in New Jersey and 0.3% in Pennsylvania. At March 31, 2023, our largest office-related loan had a principal balance of $82.0 million (with a net active principal balance of $27.3 million as we have a 33.3% participation interest), was secured by an office facility located in Staten Island, New York, and was performing in accordance with its original contractual terms.

Purchased credit-deteriorated (“PCD”) loans totaled $11.6 million at March 31, 2023, and $11.5 million at December 31, 2022. 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 $341,000 attributable to PCD loans for the three months ended March 31, 2023, as compared to $391,000 for the three months ended March 31, 2022. PCD loans had an allowance for credit losses of approximately $3.8 million at March 31, 2023.

FHLBNY stock increased by $10.7 million, or 35.3%, to $41.1 million at March 31, 2023, from $30.4 million at December 31, 2022. The increase in FHLBNY stock directly correlates with the increase in FHLB advances during the quarter.

Other assets decreased $5.5 million, or 10.1%, to $48.9 million at March 31, 2023, from $54.4 million at December 31, 2022. The decrease was primarily attributable to a decrease in net deferred tax assets.

Total liabilities increased $65.1 million, or 1.3%, to $4.97 billion at March 31, 2023, from $4.90 billion at December 31, 2022. The increase was primarily attributable to an increase in FHLB advances and other borrowings of $365.1 million, partially offset by a decrease in deposits of $302.7 million, primarily due to a decrease in brokered deposits of $238.0 million. The Company routinely utilizes brokered deposits and borrowed funds to manage interest rate risk, the cost of interest bearing liabilities, and funding needs related to loan originations and deposit activity.

Deposits decreased $302.7 million, or 7.3%, to $3.85 billion at March 31, 2023, as compared to $4.15 billion at December 31, 2022. Deposits, excluding brokered deposits, decreased $64.7 million, or 1.7%, primarily related to the rising interest rate environment and recent industry volatility. The decrease in deposits, excluding brokered deposits, was attributable to decreases of $70.8 million in transaction accounts and $109.3 million in money market accounts. These decreases were partially offset by increases of $106.1 million in time deposits and $9.4 million in savings accounts.

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Borrowed funds increased to $1.01 billion at March 31, 2023, from $644.9 million at December 31, 2022. The increase in borrowings for the period was due to an increase in FHLB and FRB borrowings of $365.1 million, including $134.5 million of borrowings under the Federal Reserve Bank Term Funding Program which included favorable terms and conditions as compared to FHLB advances. 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. During the quarter, the Company increased borrowings to pay off higher-rate brokered certificates of deposit, and, to a lesser extent, fund deposit outflows of non-brokered deposits.

The following table sets forth term borrowing maturities (excluding overnight borrowings, floating rate advances, and subordinated debt) and the weighted average rate by year at March 31, 2023 (dollars in thousands):


Year	Amount (1)	Weighted Average Rate
2023	$90,000	3.62%
2024	194,500	3.98%
2025	182,500	2.59%
2026	148,000	4.36%
2027	173,000	3.19%
Thereafter	154,288	3.96%
	$942,288	3.59%

(1) Borrowings maturing in 2023 and 2024 include $40.0 million and $94.5 million, respectively, of FRB borrowings that can be repaid without any penalty.

Total stockholders’ equity decreased by $3.2 million to $698.2 million at March 31, 2023, from $701.4 million at December 31, 2022. The decrease was attributable to $16.3 million in stock repurchases and $5.9 million in dividend payments, partially offset by net income of $11.7 million for the three months ended March 31, 2023, a $6.0 million increase in accumulated other comprehensive income associated with an increase in the estimated fair value of our debt securities available-for-sale portfolio, and a $1.3 million increase in equity award activity. During the three months ended March 31, 2023, the Company repurchased approximately 1.1 million of its common stock outstanding at an average price of $14.68 for a total of $16.3 million pursuant to approved stock repurchase plans. The Company suspended stock repurchases in March 2023. As of March 31, 2023, the Company had approximately $6.5 million in remaining capacity under its current repurchase program.

On April 18, 2023, the Bank received a non-objection letter from the Federal Reserve Bank of Philadelphia to pay a dividend of up to $40.0 million to Northfield Bancorp, Inc.

Comparison of Operating Results for the Three Months Ended March 31, 2023 and 2022

Net Income. Net income was $11.7 million and $14.1 million for the three months ended March 31, 2023 and March 31, 2022, respectively. Significant variances from the comparable prior year period are as follows: a $2.0 million decrease in net interest income, a $461,000 increase in the provision for credit losses on loans, a $1.6 million increase in non-interest income, a $2.4 million increase in non-interest expense, and an $814,000 decrease in income tax expense.

Interest Income. Interest income increased $9.7 million, or 24.2%, to $49.9 million for the three months ended March 31, 2023, from $40.2 million for the three months ended March 31, 2022, primarily due to a $174.8 million, or 3.4%, increase in the average balance of interest-earning assets and a 63 basis point increase in the yields earned to 3.76% for three months ended March 31, 2023, from 3.13% for the comparable prior year period, related to changes in market interest rates. The increase in the average balance of interest-earning assets was due to increases in the average balance of loans outstanding of $396.7 million, the average balance of other securities of $20.0 million, and the average balance of FHLBNY stock of $15.9 million, partially offset by decreases in the average balance of mortgage-backed securities of $191.7 million, and the average balance of interest-earning deposits in financial institutions of $66.1 million. The Company accreted interest income related to PCD loans of $341,000 for the three months ended March 31, 2023, as compared to $391,000 for the three months ended March 31, 2022. Fees recognized from PPP loans totaled $5,000 for the three months ended March 31, 2023, as compared to $701,000 for the three months ended March 31, 2022. Net interest income for the three months ended March 31, 2023, included loan prepayment income of $961,000 as compared to $1.1 million for the three months ended March 31, 2022.

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Interest Expense. Interest expense increased $11.7 million, or 352.1%, to $15.0 million for the three months ended March 31, 2023, as compared to $3.3 million for the three months ended March 31, 2022. The increase was due to an increase in interest expense on deposits of $6.7 million, or 574.8%, an increase in interest expense on borrowings of $4.2 million, or 195.1%, and an increase in interest expense on subordinated debt of $819,000. The increase in interest expense on deposits was attributable to an 87 basis point increase in the cost of interest-bearing deposits to 1.01% for the three months ended March 31, 2023, from 0.14% for the three months ended March 31, 2022, related to changes in market interest rates, partially offset by a $178.9 million, or 5.4%, decrease in the average balance of interest-bearing deposit accounts. The increase in interest expense on borrowings was attributable to a 130 basis point increase in the average cost of borrowings, and a $344.2 million, or 82.2%, increase in average borrowings outstanding. 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 three months ended March 31, 2023, decreased $2.0 million, or 5.4%, to $34.9 million, from $36.9 million for the three months ended March 31, 2022, primarily due to a 24 basis point decrease in net interest margin to 2.63% from 2.87% for the three months ended March 31, 2022. The decrease in net interest margin was primarily due to the cost of interest-bearing liabilities increasing faster than the repricing of interest-earning assets. The cost of interest-bearing liabilities increased by 117 basis points to 1.53% for the three months ended March 31, 2023, from 0.36% for the three months ended March 31, 2022, driven by both higher cost of deposits and borrowed funds, reflective of the rising interest rate environment. The increase in the cost of borrowings was also due in part to the issuance of $60.9 million of subordinated notes (net of issuance costs) in June 2022. The increase in the cost of interest-bearing liabilities was partially offset by an increase in yields on interest-earning assets, which increased 63 basis points to 3.76% for the three months ended March 31, 2023, from 3.13% for the three months ended March 31, 2022.

Provision for Credit Losses. The provision for credit losses on loans increased by $461,000 to $864,000 for the three months ended March 31, 2023, compared to $403,000 for the three months ended March 31, 2022. The increase in the provision for credit losses for the current quarter, as compared to the comparable prior year quarter, was primarily the result of a weakening macroeconomic outlook and higher net charge-offs. At March 31, 2023, management qualitatively adjusted the economic forecast to account for uncertainty inherent in third party economic forecast scenarios utilized. Net charge-offs were $2.0 million for the three months ended March 31, 2023, as compared to net charge-offs of $102,000 for the three months ended March 31, 2022, the increase being primarily due to $2.1 million in charge-offs on small business unsecured commercial and industrial loans. Management continues to monitor the small business unsecured commercial and industrial loan portfolio, which totaled $39.6 million at March 31, 2023.

Non-interest Income. Non-interest income increased by $1.6 million, or 94.5%, to $3.3 million for the three months ended March 31, 2023, from $1.7 million for the three months ended March 31, 2022, due primarily to a $1.3 million increase in mark to market gains on trading securities, net, and a $488,000 increase in other income, primarily an increase in swap fee income. For the three months ended March 31, 2023, gains on trading securities were $512,000, as compared to losses of $802,000 for the three months ended March 31, 2022. 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 a minimal 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. Partially offsetting the increases was a decrease of $263,000 in net realized gains on available-for-sale debt securities.

Non-interest Expense. Non-interest expense increased $2.4 million, or 12.9%, to $21.1 million for the three months ended March 31, 2023, compared to $18.7 million for the three months ended March 31, 2022. The increase was primarily due to a $1.5 million increase in employee compensation and benefits, attributable to a $1.3 million increase in the mark to market of the Company's deferred compensation plan expense, which as discussed above has no effect on net income, and to a lesser extent, an increase in medical benefit costs and an increase in equity award expense related to awards issued in the first quarter of 2023. Additionally, data processing expense increased by $530,000, due to continued investments in technology, increased transaction costs related to an increase in the number of customer accounts and related volume of transactions, and higher pricing effective January 2023. Advertising expense increased by $414,000 due to the timing of certain programs and new promotions on deposit products. FDIC insurance expense increased by $247,000 due to higher assessments and growth in the balance sheet. Partially offsetting the increases was a decrease of $168,000 in credit loss expense for off-balance sheet credit exposures, and a $189,000 decrease in other operating expense. The decrease in credit loss expense for off-balance sheet credit exposures was due to a provision of $111,000 recorded during the three months ended March 31, 2023, compared to a provision of $279,000 for the prior year period, attributed to a decrease in the pipeline of loans committed and awaiting closing.

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Income Tax Expense. The Company recorded income tax expense of $4.5 million for the three months ended March 31, 2023, compared to $5.3 million for the three months ended March 31, 2022, with the decrease due to lower taxable income. The effective tax rate for the three months ended March 31, 2023, was 27.9% compared to 27.4% for the three months ended March 31, 2022.

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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
	March 31, 2023						March 31, 2022
	Average Outstanding Balance		Interest		Average Yield/ Rate (1)		Average Outstanding Balance		Interest		Average Yield/ Rate (1)
Interest-earning assets:
Loans (2)	$	4,244,772	$	43,707	4.18	%	$	3,848,053	$	36,721	3.87	%
Mortgage-backed securities (3)	746,735		3,792		2.06		938,465		2,475		1.07
Other securities (3)	275,957		1,385		2.04		255,980		695		1.10
Federal Home Loan Bank of New York stock	38,066		465		4.95		22,198		245		4.48
Interest-earning deposits in financial institutions	77,269		578		3.03		143,323		58		0.16
Total interest-earning assets	5,382,799		49,927		3.76		5,208,019		40,194		3.13
Non-interest-earning assets	239,984						279,508
Total assets	$	5,622,783					$	5,487,527

Interest-bearing liabilities:
Savings, NOW, and money market accounts	$	2,523,620	$	3,843	0.62	%	$	2,954,133	$	571	0.08	%
Certificates of deposit	624,762		3,978		2.58		373,113		588		0.64
Total interest-bearing deposits	3,148,382		7,821		1.01		3,327,246		1,159		0.14
Borrowed funds	762,928		6,391		3.40		418,736		2,166		2.10
Subordinated debt	61,015		819		5.44		—		—		—
Total interest-bearing liabilities	$	3,972,325	15,031		1.53		$	3,745,982	3,325		0.36
Non-interest bearing deposits	848,098						909,787
Accrued expenses and other liabilities	105,685						99,802
Total liabilities	4,926,108						4,755,571
Stockholders' equity	696,675						731,956
Total liabilities and stockholders' equity	$	5,622,783					$	5,487,527

Net interest income			$	34,896					$	36,869
Net interest rate spread (4)					2.23	%					2.77	%
Net interest-earning assets (5)	$	1,410,474					$	1,462,037
Net interest margin (6)					2.63	%					2.87	%
Average interest-earning assets to interest-bearing liabilities					135.51	%					139.03	%

(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 ($11.6 million at March 31, 2023 and $11.5 million at December 31, 2022) as accruing, even though they may be contractually past due. At March 31, 2023, 1.9% of PCD loans were past due 30 to 89 days, and 25.7% were past due 90 days or more, as compared to 6.8% and 23.0%, respectively, at December 31, 2022.

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 March 31, 2023, and December 31, 2022 (in thousands):


	March 31, 2023			December 31, 2022
Non-accrual loans:
Held-for-investment
Real estate loans:
Multifamily	$	3,258		$	3,285
Commercial	5,188			5,184
One-to-four family residential	113			118

Home equity and lines of credit	78			262
Commercial and industrial	532			964

Total non-accrual loans held-for-investment	9,169			9,813



Loans delinquent 90 days or more and still accruing:
Held-for-investment
Real estate loans:
Multifamily	225			233
Commercial	—			8
One-to-four family residential	6			155

Commercial and industrial	—			24
Other	—			5
Total loans delinquent 90 days or more and still accruing held-for-investment	231			425







Total non-performing loans	9,400			10,238
Other real estate owned	70			—
Total non-performing assets	$	9,470		$	10,238
Non-performing loans to total loans	0.22		%	0.24		%
Non-performing assets to total assets	0.17		%	0.18		%
Loans subject to restructuring agreements and still accruing (1)	$	—		$	3,751
Accruing loans 30 to 89 days delinquent	$	4,073		$	3,644

(1) With the adoption of Accounting Standards Update (“ASU”) 2022-02, Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), effective January 1, 2023, TDR accounting has been eliminated.

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Other Real Estate Owned

Other real estate owned is comprised of one property acquired during the quarter ended March 31, 2023 as a result of foreclosure. The property is located in New Jersey, has a carrying value of approximately $70,000 and is included in other assets on the consolidated balance sheet as of March 31, 2023. As of December 31, 2022, the Company had no assets acquired through foreclosure.

Accruing Loans 30 to 89 Days Delinquent

Loans 30 to 89 days delinquent and on accrual status totaled $4.1 million and $3.6 million at March 31, 2023 and December 31, 2022, respectively. The following table sets forth delinquencies for accruing loans by type and by amount at March 31, 2023 and December 31, 2022 (in thousands):


	March 31, 2023		December 31, 2022
Held-for-investment
Real estate loans:
Multifamily	$	185	$	189
Commercial	804		900
One-to-four family residential	567		672
Home equity and lines of credit	665		830

Commercial and industrial loans	1,842		1,048

Other loans	10		5
Total delinquent accruing loans held-for-investment	$	4,073	$	3,644

The increase in the commercial and industrial loan delinquencies was primarily due to an increase in delinquencies in unsecured small business loans. Unsecured small business loans totaled $39.6 million and $43.3 million at March 31, 2023 and December 31, 2022, respectively. Management continues to monitor the small business unsecured commercial and industrial loan portfolio.

Loans Subject to TDR Agreements prior to the adoption of ASU 2022-02

Effective January 1, 2023, The Company adopted ASU 2022-02, which eliminated the recognition and measure of troubled debt restructurings and enhanced disclosures for loan modifications to borrowers experiencing financial difficulty. There were no material modifications of loans to borrowers who were experiencing financial difficulty during the three months ended March 31, 2023.

Information on loan modifications prior to the adoption of ASU 2022-02 on January 1, 2023 is presented in accordance with the applicable accounting standards in effect at that time.

Included in non-accruing loans are loans subject to TDR agreements totaling $3.3 million at December 31, 2022. At December 31, 2022, three of the non-accruing TDRs totaling $547,000 were not performing in accordance with their restructured terms. Two of the loans totaling $477,000 are collateralized by real estate with an appraised value of $2.4 million. A third loan in the amount of $70,000 is an unsecured commercial and industrial loan, which has a specific reserve against it.

The Company also holds loans subject to TDR agreements that are on accrual status totaling $3.8 million at December 31, 2022. At December 31, 2022, $3.6 million, or 94.8%, of the $3.8 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.

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The following table details the amounts and categories of the loans subject to restructuring agreements by loan type as of December 31, 2022 (in thousands):


	December 31, 2022
		Non-Accruing			Accruing
Real estate loans:
Commercial		$	3,069		$	3,034
One-to-four family residential		—			666
Multifamily		126			—
Home equity and lines of credit		—			27

Commercial and industrial loans		70			24
		$	3,265		$	3,751

Performing in accordance with restructured terms		83.2		%	94.8		%

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 $942.3 million at March 31, 2023, and had a weighted average interest rate of 3.59%. A total of $184.5 million of these borrowings will mature in less than one year. Short-term borrowed funds, excluding floating rate advances and other interest-bearing liabilities, were $572.0 million at December 31, 2022.

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.

The Bank has the ability to obtain additional funding from the FHLBNY of approximately $1.39 billion utilizing unencumbered securities of $222.3 million, loans of $1.14 billion, and encumbered securities of $25.5 million at March 31, 2023. Additionally, the Bank has remaining borrowing capacity utilizing encumbered securities through the FRBNY Discount Window of $25.3 million. The Bank expects to have sufficient funds available to meet current commitments in the normal course of business.

The Company has a diversified deposit base, and government deposits are collateralized by assets or letters of credit issued by the FHLBNY. Uninsured deposits (excluding brokered and collateralized governmental) are estimated at approximately $836.0 million, or 22.0%, of total deposits. At March 31, 2023, the composition of the Company’s deposit base (excluding brokered deposits) was as follows: 55% retail, 29% business, and 16% governmental. The average deposit balance at March 31, 2023 was $38,000.

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 March 31, 2023, Northfield Bancorp, Inc. (standalone) had liquid assets of $16.9 million. On April 18, 2023, the Bank received a non-objection letter from the Federal Reserve Bank of Philadelphia to pay a dividend of up to $40.0 million to Northfield Bancorp, Inc.

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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.

At March 31, 2023, and December 31, 2022, 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 March 31, 2023:
CBLR	12.97%	12.53%	9.00%	9.00%
As of December 31, 2022:
CBLR	12.68%	12.65%	9.00%	9.00%

Off-Balance Sheet Arrangements and Contractual Obligations

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

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 March 31, 2023, the reserve for commitments to fund unused lines of credit recorded in accrued expenses and other liabilities was $902,000.

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, 2022.

Accounting Pronouncements Not Yet Adopted

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 was effective for all entities as of March 12, 2020 through December 31, 2022. However, in December 2022, the FASB issued ASU 2022-06, deferring the sunset date to December 31, 2024. The Company has evaluated the regulatory requirements to cease the use of LIBOR and has put in place systems and capabilities for this purpose. The adoption of this ASU is not expected to have a material impact on the Company's 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 & 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 March 31, 2023 and December 31, 2022, 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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	At March 31, 2023
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	$	4,933,682	$	4,161,194	$	772,488	$	(165,989)	(17.69)	%	15.66	%	(14.76)	%	(2.35)	%
+300	5,046,021		4,241,637		804,384		(134,093)		(14.29)		15.94		(11.28)		(2.51)
+200	5,182,795		4,326,055		856,740		(81,737)		(8.71)		16.53		(6.67)		(0.36)
+100	5,320,331		4,414,900		905,431		(33,046)		(3.52)		17.02		(2.47)		1.06
—	5,447,280		4,508,803		938,477		—		—		17.23		—		—
(100)	5,571,763		4,613,634		958,129		19,652		2.09		17.20		0.56		(3.63)
(200)	5,692,039		4,743,460		948,579		10,102		1.08		16.67		(2.83)		(11.61)


	At December 31, 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	$	4,850,423	$	4,057,885	$	792,538	$	(227,578)	(22.31)	%	16.34	%	(25.83)	%	(11.03)	%
+300	4,967,247		4,126,616		840,631		(179,485)		(17.59)		16.92		(19.51)		(8.90)
+200	5,106,889		4,198,831		908,058		(112,058)		(10.98)		17.78		(12.01)		(4.41)
+100	5,244,669		4,274,947		969,722		(50,394)		(4.94)		18.49		(5.33)		(1.19)
—	5,375,689		4,355,573		1,020,116		—		—		18.98		—		—
(100)	5,503,211		4,464,131		1,039,080		18,964		1.86		18.88		0.76		(3.80)
(200)	5,626,336		4,586,245		1,040,091		19,975		1.96		18.49		0.00		(8.91)

At March 31, 2023, in the event of a 200 basis point decrease in interest rates, we would experience a 1.08% increase in estimated net portfolio value, a 2.83% decrease in net interest income in year one, and an 11.61% decrease in net interest income in year two. In the event of a 400 basis point increase in interest rates, we would experience a 17.69% decrease in estimated net portfolio value, a 14.76% decrease in net interest income in year one and a 2.35% 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 March 31, 2023 and December 31, 2022, 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 March 31, 2023. 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 March 31, 2023, 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

In addition to the other information contained in this Quarterly Report on Form 10-Q, the following risk factors represent material updates and additions to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission. Additional risks not presently known to us, or that we currently deem immaterial, may also adversely affect our business, financial condition or results of operations. Further, to the extent that any of the information contained in this Quarterly Report on Form 10-Q constitutes forward-looking statements, the risk factors set forth below also are cautionary statements identifying important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of us.

Our stock price may be negatively impacted by unrelated bank failures and negative depositor confidence in depository institutions. Further, if we are unable to adequately manage our liquidity, deposits, capital levels and interest rate risk, which have come under greater scrutiny in light of recent bank failures, it may have a material adverse effect on our financial condition and results of operations.

On March 9, 2023, Silvergate Bank, La Jolla, California, announced its decision to voluntarily liquidate its assets and wind down operations. On March 10, 2023, Silicon Valley Bank, Santa Clara, California, was closed by the California Department of Financial Protection and Innovation. On March 12, 2023, Signature Bank, New York, New York, was closed by the New York State Department of Financial Services, and on May 1, 2023, First Republic Bank, San Francisco, California, was closed by the California Department of Financial Protection and Innovation. These banks also had elevated levels of uninsured deposits, which may be less likely to remain at the bank over time and less stable as a source of funding than insured deposits. These failures led to volatility and declines in the market for bank stocks and questions about depositor confidence in depository institutions.

These events have led to a greater focus by institutions, investors and regulators on the on-balance sheet liquidity of and funding sources for financial institutions, the composition of its deposits, including the amount of uninsured deposits, the amount of accumulated other comprehensive loss, capital levels and interest rate risk management. If we are unable to adequately manage our liquidity, deposits, capital levels and interest rate risk, it may have a material adverse effect on our financial condition and results of operations.

Our funding sources may prove insufficient to replace deposits at maturity and support our future growth. A lack of liquidity could adversely affect our financial condition and results of operations and result in regulatory limits being placed on us.

We maintain sufficient funds to respond to the needs of depositors and borrowers. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also receive funds from loan repayments, investment maturities and income on other interest-earning assets. While we emphasize the generation of low-cost core deposits as a source of funding, there is strong competition for such deposits in our market area. Additionally, deposit balances can decrease if customers identify alternative investments opportunities. Accordingly, as a part of our liquidity management, we may use a number of funding sources in addition to deposits and repayments and maturities of loans and investments. As we continue to grow, we are likely to become more dependent on these sources, which may include Federal Home Loan Bank advances, federal funds purchased and brokered certificates of deposit. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources.

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Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. Further, if we are required to rely more heavily on more expensive funding sources to support liquidity and future growth, our revenues may not increase proportionately to cover our increased costs. In this case, our operating margins and profitability would be adversely affected. Alternatively, we may need to sell a portion of our investment and/or loan portfolio to raise funds, which, depending upon market conditions, could result in us realizing a loss on the sale of such assets. As of March 31, 2023, we had a net unrealized loss of $59.0 million on our available-for-sale investment securities portfolio as a result of the rising interest rate environment. Our investment securities totaled $928.9 million, or 16.4%, of total assets, at March 31, 2023.

Any decline in available funding could adversely impact our ability to originate loans, invest in securities, pay our expenses, or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.

A lack of liquidity could also attract increased regulatory scrutiny and potential restraints imposed on us by regulators. Depending on the capitalization status and regulatory treatment of depository institutions, including whether an institution is subject to a supervisory prompt corrective action directive, certain additional regulatory restrictions and prohibitions may apply, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits.

The failure to address the federal debt ceiling in a timely manner, downgrades of the U.S. credit rating and uncertain credit and financial market conditions may affect the stability of securities issued or guaranteed by the federal government, which may affect the valuation or liquidity of our investment securities portfolio and increase future borrowing costs.

As a result of uncertain political, credit and financial market conditions, including the potential consequences of the federal government defaulting on its obligations for a period of time due to federal debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government pose credit default and liquidity risks. Given that future deterioration in the U.S. credit and financial markets is a possibility, losses or significant deterioration in the fair value of our U.S. government issued or guaranteed investments may occur. At March 31, 2023, we had approximately $162.0 million, $72.7 million, and $662.2 million invested in corporate bonds, U.S. government agency securities, and residential mortgage-backed securities issued or guaranteed by government-sponsored enterprises, respectively. Downgrades to the U.S. credit rating could affect the stability of securities issued or guaranteed by the federal government and the valuation or liquidity of our portfolio of such investment securities, and could result in our counterparties requiring additional collateral for our borrowings. Further, unless and until U.S. political, credit and financial market conditions have been sufficiently resolved or stabilized, it may increase our future borrowing costs.

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 can 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 Company suspended repurchases on March 16, 2023, and reinstated them on May 1, 2023.

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The following table reports information regarding purchases of the Company’s common stock during the three months ended March 31, 2023.


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)
January 1, 2023 to January 31, 2023	335,216	$	15.40	335,216	$	17,280
February 1, 2023 to February 28, 2023	473,573	14.65		473,573	10,342
March 1, 2023 to March 31, 2023	279,094	13.87		279,094	6,471
Total	1,087,883			1,087,883

In addition to the repurchases disclosed above, participants in the Company's stock-based incentive plans may have shares withheld to cover income taxes upon the vesting of restricted stock awards. Shares withheld to cover income taxes upon the vesting of restricted stock awards are repurchased pursuant to the terms of the applicable plan and not under the Company's stock repurchase program. Shares repurchased pursuant to these plans during the three months ended March 31, 2023 were as follows:


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share
January 1, 2023 to January 31, 2023	—	$—
February 1, 2023 to February 28, 2023	—	—
March 1, 2023 to March 31, 2023	12,307	14.60
Total	12,307

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 May 10, 2023, 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: May 10, 2023


/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)