NORTHFIELD BANK
EMPLOYMENT AGREEMENT
This employment agreement (this “Agreement”) is made effective as of the 1st day of November, 2017 (the “Effective Date”), by and between Northfield Bank (the “Bank”), a federally-chartered savings bank with its principal offices at 1731 Victory Boulevard, Staten Island, New York 10314-3598, and Steven M. Klein (“Executive”).
WITNESSETH:
WHEREAS, the Bank is a wholly-owned subsidiary of Northfield Bancorp, Inc., a stock holding company chartered in the State of Delaware (the “Company”) ; and
WHEREAS, Executive and the Bank entered into an employment agreement dated January 1, 2015, as amended on January 1, 2016 (the “Prior Agreement”), pursuant to which Executive serves as President and Chief Operating Officer of the Bank; and
WHEREAS, the Bank and Executive believe it is in the best interests of the Bank to amend the Prior Agreement, which Prior Agreement shall be superseded and replaced by this Agreement, and Executive is willing to continue to serve in the employ of the Bank on a full-time basis on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:
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1.
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POSITION AND RESPONSIBILITIES.
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During the term of Executive’s employment hereunder, Executive agrees to serve as the President and Chief Executive Officer of the Bank. Executive shall perform administrative and management services for the Bank which are customarily performed by persons in a similar executive officer capacity. Executive shall be responsible for the overall management of the Company and the Bank and shall be responsible for establishing the business objectives, policies and strategic plan of the Company and the Bank. Executive shall also be responsible for providing leadership and direction to all departments or divisions of the Company and the Bank, and shall be the primary contact between the Board of Directors and the staff of the Company and the Bank. During said period, Executive also agrees to serve as an officer and director of any subsidiary of the Bank or the Company. The Bank shall provide Executive, at his principal place of employment, with support services and facilities suitable to his position with the Bank and necessary or appropriate in connection with the performance of his duties under this Agreement.
(a)
The term of Executive’s employment under this Agreement shall commence as of the Effective Date and shall continue thereafter through December 31, 2020. Commencing on January 1, 2018 and continuing on each January 1st thereafter (each an “Anniversary Date”), the Board of
Directors of the Bank (the “Board”) shall evaluate the services of the Executive and make a determination as to whether the term of this Agreement shall renew for an additional year such that the remaining term of this Agreement is three (3) years unless a notice of nonrenewal (“Non Renewal Notice”) is given. The Compensation Committee comprised of independent board members (as defined in applicable listing standards for the trading market on which the Company’s stock is trading) will conduct a performance evaluation and review of Executive annually for purposes of determining whether to give notice not to extend the term of this Agreement, and the results thereof shall be included in the minutes of the Compensation Committee meeting. The Compensation Committee will present its findings to the Board and the independent members (as defined above) of the full Board must approve the renewal or nonrenewal. If a determination is made not to renew this Agreement with the Executive, the Company must provide a Non Renewal Notice at least thirty (30) days prior to such Anniversary Date, in which case the term of this Agreement shall become fixed and shall end two (2) years following such Anniversary Date.
(b)
Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate Executive’s employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement.
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3.
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COMPENSATION AND REIMBURSEMENT.
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(a)
The compensation specified under this Agreement shall constitute consideration paid by the Bank in exchange for duties described in Section 1 of this Agreement. The Bank shall pay Executive, as compensation, a salary of not less than $575,000 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices. During the term of this Agreement, Executive’s Base Salary shall be reviewed at least annually by the 31st day of each January. Such review shall be conducted by the Board or by a committee designated by the Board. The committee or the Board may increase (but not decrease) Executive’s Base Salary at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. The Board may engage the services of an independent consultant to assist in determining an appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Bank shall also provide Executive with all such other benefits as are provided uniformly to full-time employees of the Bank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b)
In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Bank’s senior executives adopted by the Bank subsequent to the Effective Date. The Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or
perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive shall be entitled to participate in or receive benefits under any employee benefit plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements (including designation by the Board of eligibility to participate, if applicable). Executive shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which Executive’s termination of employment occurs, prior to the last day of the Bank’s fiscal year, other than Termination for Just Cause). Nothing paid to Executive under any such plans or arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c)
In addition to the Base Salary provided for by Section 3(a) and other compensation and benefits provided for by Section 3(b), the Bank shall pay or reimburse Executive for all reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense.
(d)
The Bank shall continue to sponsor and pay for the non-qualified supplemental retirement income plan(s) in effect on the date hereof for the benefit of Executive.
The Bank shall also pay or reimburse Executive for the annual dues associated with Executive’s membership in a country club of Executive’s choice (subject to approval of the Chairman of the Board, or in their absence, the Lead Director of the Bank), located in the market area served by the Bank. In addition, during the term of this Agreement the Bank shall lease, or reimburse Executive for the expense of leasing, an automobile for use by Executive provided the monthly lease payment does not exceed $1,500, and provided further that the monthly lease allowance shall be reviewed by the Board at each Anniversary Date of the Agreement. The Bank shall also pay directly, or reimburse Executive for, the reasonable expenses associated with the use of such automobile, including gasoline, maintenance expenses and insurance. Such reimbursements and payments shall be made promptly by the Bank and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense.
(e)
Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in accordance with the policies of the Bank. Executive shall also be entitled to sick leave in accordance with the policies
of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
During the term of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods and reasonable leaves of absence approved by the Board, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties hereunder. Executive also may serve as a member of the board of directors of business, trade association, community and charitable organizations subject to the annual approval of the Board; provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement or present any conflict of interest. Executive shall provide to the Board annually a list of all organizations for which Executive serves as a director or in a similar capacity for purposes of obtaining the Board’s approval of Executive’s service on the boards of such organizations. Such service to and participation in outside organizations shall be presumed for these purposes to be for the benefit of the Bank, and the Bank shall reimburse Executive his reasonable expenses associated therewith, except for such items that are tax deductible by the Executive as charitable contributions. Any such reimbursements shall be made promptly by the Bank and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense.
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5.
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PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.
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(a)
Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 5 shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any of the following:
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(i)
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the termination by the Bank of Executive’s full-time employment hereunder for any reason other than termination governed by Section 6 (Termination for Just Cause) or termination governed by Section 7 (Termination for Disability or Death); or
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(ii)
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Executive’s resignation from the Bank’s employ for any of the following reasons (each of which shall be deemed a “Good Reason”):
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(A)
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the failure to elect or reelect or to appoint or reappoint Executive to the position set forth under Section 1 (without Executive’s consent);
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(B)
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a material change in Executive’s functions, duties, or responsibilities with the Bank, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above;
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(C)
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a relocation of Executive’s principal place of employment by more than 35 miles from the corporate office located at 581 Main Street, Woodbridge, New Jersey;
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(D)
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a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits;
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(E)
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a liquidation or dissolution of the Company or the Bank, other than a liquidation or dissolution that is caused by a reorganization that does not affect the status of the Executive; or
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(F)
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a material breach of this Agreement by the Bank.
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Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written Notice of Termination, as defined in Section 9(a), given within ninety (90) days after the event giving rise to said right to elect. Thereafter, the Bank shall have thirty (30) days to cure the Good Reason, which period may be waived by the Bank. If the Bank cures, the Executive’s right to resign and receive a payment shall be eliminated. Notwithstanding the preceding, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (F) above.
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(iii)
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Executive’s resignation for Good Reason or Executive’s involuntary termination of employment by the Bank on the effective date of, or at any time following, a Change in Control of the Bank or the Company during the term of this Agreement, provided that in the case of Executive’s resignation for Good Reason, the Executive provides a Notice of Termination and follows the procedures set forth in Section 5(a)(ii) above. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the Bank’s employee stock ownership plan or trust;
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or (b) individuals who constitute the Board of Directors of the Company on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof,
provided
that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement is distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger, consolidation or similar transaction involving the Company is approved by the requisite vote of the Company’s stockholders; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.
(b)
Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 9(b), the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to the sum of: (i) his earned but unpaid salary as of the date of his termination of employment with the Bank; (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank’s or Company’s officers and employees; (iii) the remaining Base Salary and incentive compensation or bonus payments that Executive would have earned, in accordance with Sections 3(a) and 3(b), if he had continued his employment with the Bank for a thirty-six (36) month period following his termination of employment, and had earned a bonus and/or incentive award in each year equal in amount to the average bonus and/or incentive award earned by him over the three calendar years preceding the year in which the termination occurs in the case of a termination pursuant to Section 5(a)(i) or 5(a)(ii), or the highest annual bonus and/or incentive award earned by him in any of the three calendar years preceding the year in which the termination occurs in the case of a termination pursuant to Section 5(a)(iii). Any payments hereunder shall be made in a lump sum within thirty (30) days after the Date of Termination, or in the event Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), and to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following Executive’s Date of Termination. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment.
(c)
Upon the occurrence of an Event of Termination, the Bank will cause to be continued life insurance and non-taxable, medical and dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive and his family prior to Executive’s termination. Such coverage shall continue at the Bank’s expense for a period of eighteen (18) months from the Date of Termination. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, would subject the Bank or Executive to penalties, then the Bank shall pay the Executive, to the extent possible under Code Section 409A, a cash lump sum payment reasonably estimated to be equal to the value of such benefits, with value to be determined by the policy premium paid for such coverage by the Bank, or for self insured benefits provided by the Bank, the fully equivalent rate(s) provided by the insurance provider(s), as applicable. Such cash lump sum payment shall be made within thirty (30) days after the Date of Termination, (or if later, the date on which it is determined that providing such benefits would subject the Bank or Executive to penalties, or in the event Executive is a Specified Employee (with the meaning of Treasury Regulation Section 1.409A-1(i)), and to the extent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following Executive’s Date of Termination. Notwithstanding the foregoing, if making a lump sum payment for any portion of such amount would violate Code Section 409A as an “impermissible acceleration,” then such portion would be paid to the Executive at the same time and in the same manner as the premiums for such benefit(s) would otherwise have been paid.
(d)
Notwithstanding anything herein to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive, constitute an “excess parachute payment” under Code Section 280G, or any successor thereto, and in order to avoid such a result, Executive’s benefits hereunder shall be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Code Section 280G. The allocation of the reduction required hereby shall be determined by Executive, provided, however, that if it is determined that such election by Executive shall be in violation of Code Section 409A, the allocation of the required reduction shall be pro-rata.
(e)
This Agreement is intended to comply with the requirements of Code Section 409A (including the exceptions thereto), to the extent applicable, and the Bank shall administer and interpret this Agreement in accordance with such requirements. If any provision contained in this Agreement conflicts with the requirements of Code Section 409A (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Code Section 409A (or the applicable exemptions thereto). For purposes of Section 5, an “Event of Termination” as used herein shall mean “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.
(f)
Any payments or benefits payable as a result of an Event of Termination under Sections 5(a)(i) or 5(a)(ii) shall be contingent on Executive’s execution and non-revocation of a release (the “Release”), satisfactory to the Bank and the Company, of all claims that Executive or any of Executive’s affiliates or beneficiaries may have against the Bank, the Company or any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to Executive’s employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. In order to comply with the requirements of Section 409A of the Code and the ADEA, the Release must be provided to Executive no later than the date of his Separation from Service and Executive, the Company and the Bank must execute the Release within twenty-one (21) days (or such longer period as may be required by applicable law) after the date of termination without subsequent revocation by Executive within seven (7) days after execution of the Release.
(g)
Executive may voluntarily terminate his employment during the term of this Agreement (other than for Good Reason) upon at least ninety (90) days prior written notice to the Board of Directors of the Bank. In its discretion, the Board of Directors may accelerate Executive’s termination date. Upon Executive’s voluntary termination, he will receive only his compensation and vested rights and benefits to the date of his termination. Following his voluntary termination of employment under this Section 5(f), Executive will be subject to the requirements and restrictions set forth in Sections 11(a) and 11(c) of this Agreement.
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6.
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TERMINATION FOR JUST CAUSE.
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(a)
The term “Termination for Just Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, material breach of the Bank’s Code of Ethics, material violation of the Sarbanes-Oxley requirements for officers of public companies that in the reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the reputation of the Bank, willfully engaging in actions that in the reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the business reputation of the Bank, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the contract.
(b)
Notwithstanding Section 6(a), the Bank may not terminate Executive for Just Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Just Cause. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Just Cause. During the period beginning on the date of the Notice of Termination for Just Cause pursuant to this Section 6(b) through the Date of Termination, any unvested stock options and related limited rights granted to Executive under any stock option plan
shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, any such unvested stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Just Cause. In the Event of Executive’s Termination for Just Cause, Executive shall resign as a director of the Company and the Bank, and as a director and/or officer of any subsidiary or affiliate of the Company and/or the Bank.
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7.
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TERMINATION FOR DISABILITY OR DEATH.
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(a)
The Bank or Executive may terminate Executive’s employment after having established Executive’s Disability. For purposes of this Agreement, “Disability” shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank; or (iii) Executive is determined to be totally disabled by the Social Security Administration.
(b)
In the event of such Disability, Executive’s obligation to perform services under this Agreement will terminate. In the event of such termination, Executive shall continue to receive his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for period of one (1) year following the Date of Termination by reason of Disability. Such payments shall be reduced by the amount of any short- or long-term disability benefits payable to Executive under any disability program sponsored by the Company or the Bank, and if the disability insurance payments are excludable from Executive’s income for federal income tax purposes, such amounts shall be tax adjusted, assuming a combined federal, state and city tax rate of 38%, for purposes of determining the reduction in the payments due under this Agreement to reflect the tax-free nature of the disability insurance payment. By way of illustration, a $100 tax-free disability insurance payment shall reduce the payment due under this Agreement by $161.30. In addition, in the event of termination due to Executive’s Disability, the Bank will continue to provide to Executive and his dependents for a period of one (1) year, the non-taxable medical, dental and other health benefits that were provided by the Bank to Executive and Executive’s family prior to the occurrence of Executive’s Disability, on the same terms (including cost to Executive) that were being provided to Executive immediately prior to the termination (except to the extent such benefits are changed in their application to all continuing employees of the Bank).
(c)
In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiary or beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary, as defined in Section 3(a), at the rate in effect at the time of Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank will continue to provide Executive’s family the same non-taxable medical, dental, and other health benefits that were provided by the Bank to Executive’s family immediately prior to Executive’s death, on the same terms, including cost, as if Executive were actively employed by the Bank, except to the extent
the terms (including cost) of such benefits are changed in their application to all continuing employees of the Bank, such coverage to continue for a period of one (1) year after the date of Executive’s death.
(d)
If the Bank cannot provide one or more of the non-taxable medical, dental or other health benefits set forth in Subsection (b) or (c) above because Executive is no longer an employee or in the event of the Executive’s death, the benefits extend beyond the applicable COBRA period for the Executive’s dependent(s), or applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated would subject the Bank or Executive (or Executive’s dependent(s), as applicable) to penalties, then the Bank shall pay the Executive (or his dependent(s)) a cash lump sum payment reasonably estimated to be equal to the value of such benefits with value to be determined by the policy premium paid for such coverage by the Bank, or for self insured benefits provided by the Bank, the fully equivalent rate(s) provided by the insurance provider(s), as applicable, within thirty (30) days after the date on which the Bank determines that it cannot provide such benefit directly. Notwithstanding the foregoing, if making a lump sum payment for any portion of such amount would violate Code Section 409A as an “impermissible acceleration,” then such portion would be paid to the Executive or his dependent(s) at the same time and in the same manner as the premiums for such benefit(s) would otherwise have been paid.
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8.
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TERMINATION UPON RETIREMENT.
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Termination of Executive’s employment based on “Retirement” shall mean voluntary termination of Executive’s employment on or after age 65. Upon Executive’s termination based on Retirement, no amounts or benefits shall be due Executive under this Agreement. Executive shall be entitled to receive only his compensation and vested rights and benefits to the date of his termination. Upon Executive’s termination based on Retirement, Executive will be subject to the requirements and restrictions set forth in Sections 11(a) and 11(c) of this Agreement.
(a)
Any notice required under this Agreement shall be in writing and hand-delivered to the other party. Any termination by the Bank or by Executive shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon.
(b)
“Date of Termination” shall mean (A) if Executive’s employment is terminated for Disability, thirty (30) days after a Notice of Termination is given (provided that he shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period), and (B) if his employment is terminated for any other reason, the date specified in the Notice of Termination.
(c)
If the party receiving a Notice of Termination desires to dispute or contest the basis or reasons for termination, the party receiving the Notice of Termination must notify the other party within thirty (30) days after receiving the Notice of Termination that such a dispute exists, and shall
pursue the resolution of such dispute in good faith and with reasonable diligence pursuant to Section 20 of this Agreement. During the pendency of any such dispute, neither the Company nor the Bank shall be obligated to pay Executive compensation or other payments beyond the Date of Termination.
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10.
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POST-TERMINATION OBLIGATIONS.
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Executive shall, upon reasonable notice, furnish such information and assistance honestly and in good faith to the Bank or the Company as may reasonably be required by the Bank or the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party. All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with this Section 10 for one (1) full year after the earlier of the expiration of this Agreement or termination of Executive’s employment with the Bank.
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11.
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NON-COMPETITION, NON-SOLICITATION, NON-DISCLOSURE, AND RESIGNATION
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(a)
Upon any termination of Executive’s employment during the term of this Agreement (other than a termination pursuant to Section 5(a)(iii)), Executive agrees for a period of one (1) year (or two (2) years if Executive is receiving benefits under sections 5(a)(i) or 5(a)(ii) of this Agreement) not to directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a). The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.
(b)
Upon a termination of Executive’s employment hereunder as a result of which the Bank or Company is paying Executive benefits under sections 5(a)(i) or 5(a)(ii) of this Agreement, Executive agrees not to compete with the Bank for a period of two (2) years following such termination in any city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection agree that in the event of any such breach by Executive, the Bank will be
entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.
(c)
Executive recognizes and acknowledges that the knowledge of the business activities, plans for business activities, and all other proprietary information of the Bank or the Company as it may exist from time to time, are valuable, special and unique assets of the business of the Bank or the Company. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities or any other similar proprietary information of the Bank or the Company to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank or the Company. Further, Executive may disclose information regarding the business activities of the Bank or the Company to any bank regulator having regulatory jurisdiction over the activities of the Bank or the Company, pursuant to a formal regulatory request. In the event of a breach, or threatened breach, by Executive of the provisions of this Section, the Bank or the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or the Company, or any other similar proprietary information, or from rendering any services to any person, firm, corporation, or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.
(d)
Upon any termination of Executive’s employment during the term of this Agreement, Executive will offer his resignation from the Bank Board and Company Board, and their subsidiaries and affiliates. The Bank Board and Company Board will have 60 days from the date of termination to accept or reject such resignation.
All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Company, however, unconditionally guarantees payment and provision of all amounts and benefits due hereunder to Executive and, if such amounts and benefits due from the Bank are not timely paid or provided by the Bank, such amounts and benefits shall be paid or provided by the Company.
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13.
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EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.
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This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor of the Bank and Executive, including the Prior Agreement, except that this Agreement shall not affect or operate to reduce any benefit, compensation, tax indemnification or other provision inuring to the benefit of Executive
under any agreement between Executive, the Bank or the Company. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.
(a)
Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of no effect.
(b)
This Agreement shall be binding upon, and inure to the benefit of, Executive and the Bank and their respective successors and assigns.
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15.
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MODIFICATION AND WAIVER.
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(a)
This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
(b)
No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived.
(a) The Bank's Board may terminate Executive's employment at any time and for any reason, but any termination by the Bank's Board, other than Termination for Just Cause, shall not prejudice Executive's right to compensation or other benefits under this Agreement.
(b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)) of the Federal Deposit Insurance Act, the Bank's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended.
(c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)) or 8(g) (12 U.S.C.1818(g)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.
(d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.
(e) All obligations of the Bank under this Agreement may be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank; (i) by the Comptroller of the Office of the Comptroller of the Currency (“OCC”) or his or her designee, at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act; or (ii) by the Comptroller or his or her designee at the time the Comptroller, or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.
(f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §163.39.
If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provisions of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.
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18.
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HEADINGS FOR REFERENCE ONLY.
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The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of law principles, unless superseded by federal law or otherwise specified herein.
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator, sitting in a location selected by Executive within fifty (50) miles from the principal office of the Bank, in accordance with the rules of the American Arbitration Association’s National Rules for the Resolution of Employment Disputes (“National Rules”) then in effect. The Bank shall provide a list of three or more arbitrators
to Executive from which Executive shall select the arbitrator. If the parties are unable to agree within fifteen (15) days from the date the Bank presents the list to Executive, the arbitrator shall be appointed for them from a panel of arbitrators selected in accordance with the National Rules. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.
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21.
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PAYMENT OF COSTS AND LEGAL FEES AND REINSTATEMENT OF BENEFITS.
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In the event any dispute or controversy arising under or in connection with Executive’s termination is resolved in favor of Executive, whether by judgment, arbitration or settlement, Executive shall be entitled to the payment of: (1) all legal fees incurred by Executive in resolving such dispute or controversy; (2) any back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due Executive under this Agreement; and (3) any other compensation otherwise due Executive as a result of a breach of this Agreement by the Bank. Any payments pursuant to this Section 21 shall occur no later than two and one-half months after the dispute is settled or resolved in Executive’s favor.
(a) The Bank and the Company shall provide Executive (including his heirs, executors and administrators) with coverage under a standard directors’ and officers’ liability insurance policy at its expense. The Bank shall indemnify Executive (and his heirs, executors and administrators) to the fullest extent permitted under OCC regulations, or its successors, against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his having been a director or officer of the Bank (whether or not he continues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, advancement of legal fees and expenses, judgments, court costs and attorneys’ fees and the cost of reasonable settlements, provided, however, the Bank or Company shall not be required to indemnify or reimburse Executive for legal expenses or liabilities incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent act committed by Executive. Any such indemnification shall be made consistent with OCC regulations, or its successors, and Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. §1828(k), and the regulations issued thereunder in 12 C.F.R. Part 359.
(b) Notwithstanding the foregoing, no indemnification shall be made unless the Bank or Company gives the OCC, or its successors, at least sixty (60) days’ notice of its intention to make such indemnification. Such notice shall state the facts on which the action arose, the terms of any settlement, and any disposition of the action by a court. Such notice, a copy thereof, and a certified copy of the resolution containing the required determination by the Board of the Bank or Company, and shall be sent to the regional director of the OCC, or its successors, who shall promptly acknowledge receipt thereof. The notice period shall run from the date of such receipt. No such indemnification shall be made if the OCC, or its successors, advises the Bank or Company in writing within such notice period, of its objection thereto.
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23.
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SUCCESSOR TO THE BANK.
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The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.
The failure of one party to insist upon or enforce strict performance by the others of any provision of this Agreement or to exercise any right, remedy or provision of this Agreement will not be interpreted or construed as a waiver or relinquishment to any extent of such party’s right to enforce or rely upon same in that or any other instance.
IN WITNESS WHEREOF the Bank and Executive have signed (or caused to be signed) this Agreement, effective as of November 1, 2017.
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Northfield Bank
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Attest:
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/s/ M. Eileen Bergin
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By: /s/ John W. Alexander
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Secretary
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Title: Chairman of the Board
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Attest:
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Executive
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/s/ M. Eileen Bergin
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s/ Steven M. Klein
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Secretary
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Steven M. Klein, President and Chief Executive Officer
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Northfield Bancorp, Inc.
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(The Company is executing this Agreement only for purposes of acknowledging the obligations of the Company hereunder.)
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Attest:
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/s/ M. Eileen Bergin
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By: /s/ John W. Alexander
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Secretary
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Title: Chairman of the Board
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EXHIBIT 99
PRESS RELEASE DATED
OCTOBER 25, 2017
Company Contact:
William R. Jacobs
Chief Financial Officer
Tel: (732) 499-7200 ext. 2519
FOR IMMEDIATE RELEASE
NORTHFIELD BANCORP, INC. ANNOUNCES
THIRD QUARTER
2017
RESULTS
AND A 25% INCREASE IN THE CASH DIVIDEND
NOTABLE ITEMS INCLUDE:
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•
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DILUTED EARNINGS PER SHARE INCREASED 6.3% OVER THE COMPARABLE 2016 QUARTER
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•
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NET INTEREST INCOME INCREASED
4.2%
, OVER THE COMPARABLE 2016 QUARTER
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•
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ORIGINATED LOANS HELD-FOR-INVESTMENT, NET, INCREASED
10.1%
YEAR-TO-DATE
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•
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ASSET QUALITY REMAINS STRONG WITH NONPERFORMING ASSETS AT
0.16%
OF TOTAL ASSETS AND NON PERFORMING LOANS AT
0.18%
OF TOTAL LOANS
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•
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CAPITAL REMAINS STRONG AT
16.1%
OF TOTAL ASSETS
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•
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INCREASED CASH DIVIDEND BY 25% TO $0.10 PER SHARE OF COMMON STOCK, PAYABLE NOVEMBER 22, 2017 TO STOCKHOLDERS OF RECORD AS OF NOVEMBER 8, 2017
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WOODBRIDGE, NEW JERSEY,
OCTOBER 25, 2017
....NORTHFIELD BANCORP, INC. (NasdaqGS:NFBK),
the holding company for Northfield Bank, reported diluted earnings per common share of
$0.17
and
$0.57
for the quarter and nine months ended
September 30, 2017
, respectively, compared to diluted earnings per common share of
$0.16
and
$0.39
for the quarter and nine months ended
September 30, 2016
, respectively. In the first quarter of 2017, the Company adopted Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718) (“ASU 2016-09”), which resulted in a $2.3 million, or $0.05 per diluted share, reduction in income tax expense for the nine months ended September 30, 2017. Earnings for the nine months ended September 30, 2017, also reflect $1.5 million, or $0.03 per diluted share, of tax-exempt income from bank owned life insurance proceeds in excess of the cash surrender value of the policies, recorded in the first quarter of 2017. Earnings for the nine months ended September 30, 2016, included merger-related expenses associated with the acquisition of Hopewell Valley Community Bank (“Hopewell Valley”) of approximately $2.4 million, net of tax, or $0.05 per basic and diluted share.
John W. Alexander, Chairman and Chief Executive Officer, commented, “Executing on fundamentals remains the key to continued solid performance. Originated loans held for investment, net, have increased over 2.6% for the quarter, and 10% year-to-date, while underwriting standards and asset quality remained strong with non-performing loans to total loans dropping to 18 basis points. Efficiency remains a driver of core operating performance as we continue to focus on managing our operating expenses while increasing our net interest and non-interest income, resulting in an efficiency ratio of 56.16% for the quarter as compared to 60.09% in the prior year quarter.”
Mr. Alexander further noted, “In recognition of our continued strong operating results and capital position, the Board of Directors determined that an increase in our quarterly dividend was warranted. Accordingly, the Board has declared a dividend of $0.10 per common share, a 25% increase in the quarterly dividend, to be payable on November 22, 2017, to stockholders of record on November 8, 2017.”
Results of Operations
Comparison of Operating Results for the
Three Months Ended September 30, 2017
and
2016
Net income was
$8.1 million
and
$7.3 million
for the quarters ended
September 30, 2017
, and
September 30, 2016
, respectively. Significant variances from the comparable prior year quarter are as follows: a $
1.1 million
increase
in net interest income, a
$16,000
increase
in the provision for loan losses, a
$52,000
decrease
in non-interest income, a
$549,000
decrease
in non-interest expense, and a
$743,000
increase
in income tax expense.
Net interest income for the quarter ended
September 30, 2017
,
increase
d
$1.1 million
, or
4.2%
, primarily due to a
$151.1 million
, or
4.3%
, increase in our average interest-earning assets, partially offset by a
one
basis point decrease in our net interest margin to
2.97%
. The increase in average interest-earning assets was primarily attributable to an increase in average loans outstanding of
$254.8 million
, partially offset by a decrease in average mortgage-backed securities of
$111.9 million
. The increase in average loans was due to originated loan growth as well as loan pool purchases. Net interest income for the quarter ended
September 30, 2017
, included loan prepayment income of $366,000 as compared to $459,000 for the quarter ended
September 30, 2016
. Yields earned on interest-earning assets increased
six
basis points to
3.64%
for the quarter ended
September 30, 2017
, from
3.58%
for the quarter ended
September 30, 2016
, primarily driven by higher yields on average securities, Federal Home Loan Bank of New York stock and interest-earning deposits in financial institutions, partially offset by lower yields on average loans. The cost of interest-bearing liabilities increased eight basis points to
0.86%
for the current quarter as compared to
0.78%
for the comparable prior year quarter, due to higher rates across all interest-bearing deposits and borrowed funds.
The provision for loan losses
increase
d by
$16,000
to $
488,000
for the quarter ended
September 30, 2017
, from
$472,000
for the quarter ended
September 30, 2016
, primarily due to growth in the loan portfolio, partially offset by declines in non-performing loans and lower net charge-offs. Net recoveries were
$6,000
for the quarter ended
September 30, 2017
, compared to net charge-offs of $449,000 for the quarter ended
September 30, 2016
.
Non-interest income remained relatively stable at $2.6 million for the quarter ended September 30, 2017, as compared to $2.7 million for the quarter ended September 30, 2016.
Non-interest expense
decrease
d
$549,000
, or
3.2%
, to
$16.8 million
for the quarter ended
September 30, 2017
, from
$17.4 million
for the quarter ended
September 30, 2016
. The decrease was due primarily to a decrease of
$519,000
in data processing fees, related to a contract termination fee associated with the Hopewell Valley acquisition incurred in the comparable prior year quarter.
The Company recorded income tax expense of
$4.5 million
for the quarter ended
September 30, 2017
, compared to
$3.8 million
for the quarter ended
September 30, 2016
. The effective tax rate for the quarter ended
September 30, 2017
, was
35.8%
compared to
34.2%
for the quarter ended
September 30, 2016
.
Comparison of Operating Results for the Three Months Ended
September 30, 2017
, and June 30, 2017
Net income was
$8.1 million
and
$8.4 million
for the quarters ended
September 30, 2017
, and June 30, 2017, respectively. Significant variances from the prior quarter are as follows: a $
443,000
increase
in net interest income, a
$23,000
decrease
in the provision for loan losses, a
$178,000
increase
in non-interest income, a
$210,000
increase
in non-interest expense, and a
$718,000
increase
in income tax expense.
Net interest income for the quarter ended
September 30, 2017
, increased by
$443,000
, or
1.6%
, primarily due to an increase in our average interest-earning assets of
$25.8 million
, or
0.7%
, while net interest margin remained level at 2.97%. The increase in our average interest-earning assets was due primarily to an increase in average loans outstanding of
$23.4 million
. Net interest income for the quarter ended
September 30, 2017
, included loan prepayment income of $366,000 as compared to $193,000 for the quarter ended June 30, 2017. Yields earned on interest-earning assets increased
three
basis points to
3.64%
for the quarter ended
September 30, 2017
, from
3.61%
for the quarter ended June 30, 2017, driven by an increase in the yield on average loans. The cost of interest-bearing liabilities increased
four
basis points to
0.86%
for the quarter ended
September 30, 2017
, as compared to
0.82%
for the quarter ended June 30, 2017, primarily due to higher rates on certificates of deposit and borrowed funds.
The provision for loan losses decreased by $23,000 to
$488,000
for the quarter ended
September 30, 2017
, from
$511,000
for the quarter ended June 30, 2017. Net recoveries were
$6,000
for the quarter ended
September 30, 2017
, compared to net charge-offs of $190,000 for the quarter ended June 30, 2017.
Non-interest income
increase
d
$178,000
, or
7.3%
, to
$2.6 million
for the quarter ended
September 30, 2017
, from
$2.4 million
for the quarter ended June 30, 2017. The increase was primarily due to a
$131,000
increase in fees and service charges for customers and an
$81,000
increase in gains on securities transactions, net.
Non-interest expense
increase
d
$210,000
, or
1.3%
, to
$16.8 million
for the quarter ended
September 30, 2017
, from
$16.6 million
for the quarter ended June 30, 2017, due primarily to an increase of $111,000 in occupancy expenses, due to higher seasonal costs, and an increase of $258,000 in other expenses driven by higher advertising costs due to the timing of the Company's advertising campaigns, partially offset by a $181,000 decrease in compensation and employee benefits, primarily attributable to lower medical benefit costs.
The Company recorded income tax expense of
$4.5 million
for the quarter ended
September 30, 2017
, compared to
$3.8 million
for the quarter ended June 30, 2017. The effective tax rate for the quarter ended
September 30, 2017
was
35.8%
compared to
31.2%
for the quarter ended June 30, 2017. The effective tax rate for the quarter ended June 30, 2017, was favorably impacted by the adoption of ASU 2016-09 which resulted in a $593,000 reduction in income tax expense related to the exercise or vesting of equity awards during that quarter which were previously recorded through equity as an adjustment to additional paid in capital. There was no exercise or vesting of equity awards during the quarter ended September 30, 2017.
Comparison of Operating Results for the
Nine Months Ended
September 30, 2017
and
2016
Net income was
$26.5 million
and
$17.9 million
for the
nine months ended
September 30, 2017
, and
September 30, 2016
, respectively. Significant variances from the comparable prior year period are as follows: a
$4.3 million
increase
in net interest income, a
$1.0 million
increase
in the provision for loan losses, a
$1.8 million
increase
in non-interest income, a
$5.4 million
decrease
in non-interest expense, and a $
1.9 million
increase
in income tax expense.
Net interest income for the
nine months ended
September 30, 2017
,
increase
d
$4.3 million
, or
5.6%
, to
$80.9 million
, from
$76.6 million
for the
nine months ended
September 30, 2016
, primarily due to a
$187.1 million
, or
5.5%
, increase in our average interest-earning assets, while the net interest margin remained level at
2.99%
. The increase in average interest-earning assets was due primarily to an increase in average loans outstanding of
$297.5 million
, partially offset by decreases in average mortgage-backed securities of
$107.4 million
and interest-earning deposits in financial institutions of
$12.9 million
. The increase in average loans was primarily due to originated loan growth. Net interest income for the
nine months ended
September 30, 2017
, included loan prepayment income of $886,000 as compared to $1.4 million for the
nine months ended
September 30, 2016
. Yields earned on interest-earning assets increased one basis point to
3.63%
for the
nine months ended
September 30, 2017
, from
3.62%
for the
nine months ended
September 30, 2016
, primarily driven by higher yields on average securities, Federal Home Loan Bank of New York stock and interest-earning deposits in financial institutions, partially offset by lower yields on average loans. The cost of interest-bearing liabilities increased
one
basis point to
0.82%
for the
nine months ended
September 30, 2017
, as compared to
0.81%
for the
nine months ended
September 30, 2016
, primarily due to higher rates on certificates of deposit.
The provision for loan losses
increase
d by
$1.0 million
to $
1.4 million
for the
nine months ended
September 30, 2017
, from
$355,000
for the
nine months ended
September 30, 2016
, primarily due to growth in the loan portfolio, partially offset by declines in non-performing loans and net recoveries during the
nine months ended
September 30, 2017
. Net recoveries for the
nine months ended
September 30, 2017
, were $133,000, primarily relating to insurance proceeds received from a previously charged-off loan, as compared to net charge-offs of $785,000 for the comparative prior year period.
Non-interest income
increase
d
$1.8 million
, or
23.8%
, to
$9.2 million
for the
nine months ended
September 30, 2017
, from
$7.4 million
for the
nine months ended
September 30, 2016
, primarily due to an increase of
$1.4 million
in income on bank owned life insurance, attributable to insurance proceeds in excess of the related cash surrender value of the policies, and an increase of
$389,000
in gains on securities transactions, net. Securities gains, net, during the
nine months ended
September 30, 2017
, included gains of $1.0 million related to the Company’s trading portfolio, compared to gains of $389,000 in the comparative prior year period. The trading portfolio is utilized to fund the Company’s deferred compensation obligation to certain employees and directors of the Company's deferred compensation plan (the Plan). The participants of this Plan, at their election, defer a portion of their compensation. Gains and losses on trading securities have no effect on net income since participants benefit from, and bear the full risk of, changes in the trading securities market values. Therefore, the Company records an equal and offsetting amount in compensation expense, reflecting the change in the Company’s obligations under the Plan.
Non-interest expense
decrease
d
$5.4 million
, or
9.5%
, to
$51.0 million
for the
nine months ended
September 30, 2017
, from
$56.4 million
for the
nine months ended
September 30, 2016
. The decrease was primarily due to a $3.9 million reduction in merger-related expenses associated with the Hopewell Valley acquisition reflected in the first nine months of 2016. Compensation and employee benefits expense decreased
$1.6 million
, due primarily to a reduction in severance, retention, and change-in-control compensation associated with the Hopewell Valley acquisition in the prior year period, partially offset by annual merit-related
salary increases and an increase in expenses related to the Company’s deferred compensation plan, which is described above, and which has no effect on net income. Data processing fees decreased
$1.5 million
, primarily due to non-recurring conversion costs and contract termination costs associated with the Hopewell Valley acquisition incurred in the prior year period. Professional fees decreased
$587,000
due to non-recurring merger-related professional fees associated with the Hopewell Valley acquisition incurred in the prior year period. FDIC insurance expense decreased by
$423,000
due to a reduction in the FDIC's assessment rates for depository institutions with less than $10.0 billion in assets, which became effective in the quarter ended September 30, 2016. Other expense decreased by
$1.0 million
, primarily due to lower directors' equity award expense, related to the retirement of three directors.
The Company recorded income tax expense of
$11.3 million
for the
nine months ended
September 30, 2017
, compared to
$9.4 million
for the
nine months ended
September 30, 2016
. The effective tax rate for the
nine months ended
September 30, 2017
, was
29.9%
compared to
34.4%
for the
nine months ended
September 30, 2016
. The Company adopted ASU 2016-09 in the first quarter of 2017, which resulted in a $2.3 million reduction in income tax expense related to the exercise or vesting of equity awards during the nine months ended September 30, 2017. Previously, these tax benefits were recorded through equity as an adjustment to additional paid in capital. In addition, the effective tax rate for the nine months ended September 30, 2017, also was affected by $1.5 million of tax-exempt income from bank owned life insurance proceeds in excess of the cash surrender value of the policies. In accordance with applicable accounting standards, the tax effect will be recognized evenly throughout the year.
Financial Condition
Total assets
increase
d
$156.7 million
, or
4.1%
, to
$4.01 billion
at
September 30, 2017
, from
$3.85 billion
at
December 31, 2016
. The increase was primarily due to an increase in loans held-for-investment, net, of
$163.8 million
and an increase in cash and cash equivalents of
$7.2 million
, partially offset by a decrease in securities available-for-sale of
$16.3 million
.
As of
September 30, 2017
, we estimate that our non-owner occupied commercial real estate concentration (as defined by regulatory guidance issued in 2006) to total risk-based capital was approximately 401.3%. Management believes that Northfield Bank (the Bank) has implemented appropriate risk management practices including risk assessments, board approved underwriting policies and related procedures which include, monitoring bank portfolio performance, performing market analysis (economic and real estate), and stressing of the Bank’s commercial real estate portfolio under severe adverse economic conditions. Although management believes the Bank has implemented appropriate policies and procedures to manage our commercial real estate concentration risk, the Bank’s regulators could require us to implement additional policies and procedures or could require us to maintain higher levels of regulatory capital, which might adversely affect our loan originations, ability to pay dividends, and profitability.
Loans held-for-investment, net,
increase
d
$163.8 million
to
$3.13 billion
at
September 30, 2017
, from
$2.97 billion
at
December 31, 2016
. Originated loans held-for-investment, net, totaled
$2.36 billion
at
September 30, 2017
, as compared to
$2.14 billion
at
December 31, 2016
. The increase was primarily due to an increase in multifamily real estate loans of
$183.7 million
, or
12.2%
, partially offset by decreases in acquired loans and purchased credit-impaired (PCI) loans.
The following tables detail our multifamily real estate originations for the
nine months ended
September 30, 2017
and 2016 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2017
|
|
Multifamily Originations
|
|
Weighted Average Interest Rate
|
|
Weighted Average Loan-to-Value Ratio
|
|
Weighted Average Months to Next Rate Change or Maturity for Fixed Rate Loans
|
|
(F)ixed or (V)ariable
|
|
Amortization Term
|
|
$
|
247,421
|
|
|
3.61%
|
|
60%
|
|
80
|
|
V
|
|
15 to 30 Years
|
|
750
|
|
|
5.07%
|
|
48%
|
|
1
|
|
V
|
|
25 Years
|
|
16,640
|
|
|
3.95%
|
|
44%
|
|
180
|
|
F
|
|
15 Years
|
|
$
|
264,811
|
|
|
3.63%
|
|
59%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2016
|
|
Multifamily Originations
|
|
Weighted Average Interest Rate
|
|
Weighted Average Loan-to-Value Ratio
|
|
Weighted Average Months to Next Rate Change or Maturity for Fixed Rate Loans
|
|
(F)ixed or (V)ariable
|
|
Amortization Term
|
|
$
|
219,975
|
|
|
3.42%
|
|
63%
|
|
81
|
|
V
|
|
30 Years
|
|
7,075
|
|
|
3.66%
|
|
41%
|
|
131
|
|
F
|
|
15 Years
|
|
$
|
227,050
|
|
|
3.43%
|
|
62%
|
|
|
|
|
|
|
Originated loans held-for-investment, net, include funded participations of $39.2 million for the nine months ended September 30, 2017, including $22.5 million in commercial real estate loans, and $16.7 million in construction loans. For the three months ended September 30, 2017, funded participations totaled $27.2 million.
Acquired loans
decrease
d by
$48.2 million
to
$745.1 million
at
September 30, 2017
, from
$793.2 million
at December 31, 2016, primarily due to paydowns, partially offset by purchases of one-to-four family residential mortgage and multifamily real estate loan pools totaling $58.7 million in the nine months ended
September 30, 2017
. The geographic locations of the properties collateralizing the loans are as follows: 63.9% in New York, 10.0% in California, and 26.1% in other states. The following table provides the details of the loans pools purchased during the nine months ended
September 30, 2017
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Amount
|
|
Loan Type
|
|
Weighted Average Interest Rate
(1)
|
|
Weighted Average Loan-to-Value Ratio
|
|
Weighted Average Months to Next Rate Change or Maturity for Fixed Rate Loans
|
|
(F)ixed or (V)ariable
|
|
Original Amortization Term
|
|
$
|
29,286
|
|
|
Residential
|
|
2.89%
|
|
57%
|
|
1
|
|
V
|
|
30 Years
|
|
18,774
|
|
|
Multifamily
|
|
3.35%
|
|
55%
|
|
53
|
|
V
|
|
30 Years
|
|
3,399
|
|
|
Multifamily
|
|
3.40%
|
|
58%
|
|
46
|
|
F
|
|
30 Years
|
|
7,280
|
|
|
Multifamily
|
|
3.35%
|
|
51%
|
|
58
|
|
V
|
|
30 Years
|
|
$
|
58,739
|
|
|
|
|
3.12%
|
|
56%
|
|
|
|
|
|
|
(1) Net of servicing fee retained by the originating bank
PCI loans totaled
$26.0 million
at
September 30, 2017
, as compared to
$30.5 million
at
December 31, 2016
. The majority of the PCI loan balance consists of loans acquired as part of a Federal Deposit Insurance Corporation-assisted transaction. The Company accreted interest income of
$1.4 million
and
$4.1 million
attributable to PCI loans for the three and
nine months ended September 30, 2017
, respectively, as compared to
$1.3 million
and
$4.0 million
for the three and
nine months ended September 30, 2016
, respectively.
The Company’s available-for-sale securities portfolio totaled
$482.6 million
at
September 30, 2017
, compared to
$498.9 million
at
December 31, 2016
, with the decrease being primarily attributable to paydowns, partially offset by purchases. At
September 30, 2017
,
$407.6 million
of the portfolio consisted of residential mortgage-backed securities issued or guaranteed by Fannie Mae, Freddie Mac, or Ginnie Mae. In addition, the Company held
$73.1 million
in corporate bonds, all of which were considered investment grade at
September 30, 2017
, and other securities of $1.9 million (including
$93,000
of equity investments in money market mutual funds).
Total liabilities
increase
d
$132.9 million
, or
4.1%
, to
$3.36 billion
at
September 30, 2017
, from
$3.23 billion
at
December 31, 2016
. The
increase
was primarily attributable to an
increase
in deposits of
$21.8 million
, and other borrowings of
$114.5 million
, partially offset by a decrease in securities sold under agreements to repurchase of
$4.0 million
.
Deposits
increase
d
$21.8 million
, or
0.8%
, to
$2.74 billion
at
September 30, 2017
, as compared to
$2.71 billion
at
December 31, 2016
. The
increase
was attributable to
increase
s of
$151.5 million
in certificates of deposit, and $3.7 million in money market accounts, partially offset by decreases of
$67.9 million
in transaction accounts and $65.5 million in savings accounts.
Borrowings and securities sold under agreements to repurchase
increase
d by
$110.5 million
, or
23.3%
, to
$583.7 million
at
September 30, 2017
, from
$473.2 million
at
December 31, 2016
. Management utilizes borrowings to mitigate interest rate risk, for short-term liquidity,
and to a lesser extent as part of leverage strategies. The following is a table of term borrowing maturities (excluding capitalized leases and overnight borrowings) and the weighted average rate by year at
September 30, 2017
(dollars in thousands):
|
|
|
|
|
|
|
|
|
Year
|
|
Amount
|
|
Weighted Average Rate
|
|
2017
|
|
$127,000
|
|
1.30%
|
|
2018
|
|
142,715
|
|
1.66%
|
|
2019
|
|
123,502
|
|
1.48%
|
|
2020
|
|
90,000
|
|
1.65%
|
|
2021
|
|
70,000
|
|
1.80%
|
|
Thereafter
|
|
20,000
|
|
1.97%
|
|
|
|
$573,217
|
|
1.57%
|
Total stockholders’ equity
increase
d by
$23.9 million
to
$645.0 million
at
September 30, 2017
, from
$621.2 million
at
December 31, 2016
. The increase was primarily attributable to net income of
$26.5 million
for the nine months ended
September 30, 2017
, and to a lesser extent a $6.5 million increase related to equity award activity, and a $1.9 million reduction in unrealized losses on our securities available-for-sale portfolio. These increases were partially offset by dividend payments of $11.0 million.
Asset Quality
The following table details total originated and acquired (excluding PCI) non-accrual loans, non-performing loans, non-performing assets, troubled debt restructurings on which interest is accruing, and accruing loans 30 to 89 days delinquent at
September 30, 2017
, and
December 31, 2016
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
|
Non-accrual loans:
|
|
|
|
|
Held-for-investment
|
|
|
|
|
Real estate loans:
|
|
|
|
|
Commercial
|
$
|
4,116
|
|
|
$
|
5,513
|
|
|
One-to-four family residential
|
738
|
|
|
1,629
|
|
|
Multifamily
|
418
|
|
|
43
|
|
|
Home equity and lines of credit
|
112
|
|
|
127
|
|
|
Commercial and industrial
|
75
|
|
|
9
|
|
|
Total non-accrual loans
|
5,459
|
|
|
7,321
|
|
|
Loans delinquent 90 days or more and still accruing:
|
|
|
|
|
Held-for-investment
|
|
|
|
|
Real estate loans:
|
|
|
|
|
One-to-four family residential
|
74
|
|
|
52
|
|
|
Home equity and lines of credit
|
52
|
|
|
8
|
|
|
Other
|
47
|
|
|
—
|
|
|
Total loans delinquent 90 days or more and still accruing
|
173
|
|
|
60
|
|
|
Total non-performing loans
|
5,632
|
|
|
7,381
|
|
|
Other real estate owned
|
850
|
|
|
850
|
|
|
Total non-performing assets
|
$
|
6,482
|
|
|
$
|
8,231
|
|
|
Non-performing loans to total loans
|
0.18
|
%
|
|
0.25
|
%
|
|
Non-performing assets to total assets
|
0.16
|
%
|
|
0.21
|
%
|
|
Loans subject to restructuring agreements and still accruing
|
$
|
20,164
|
|
|
$
|
20,628
|
|
|
Accruing loans 30 to 89 days delinquent
|
$
|
11,380
|
|
|
$
|
10,100
|
|
Accruing Loans 30 to 89 Days Delinquent
Loans 30 to 89 days delinquent and on accrual status totaled
$11.4 million
and
$10.1 million
at
September 30, 2017
, and
December 31, 2016
, respectively. The following table sets forth delinquencies for accruing loans by type and by amount at
September 30, 2017
, and
December 31, 2016
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
|
Held-for-investment
|
|
|
|
|
Real estate loans:
|
|
|
|
|
Commercial
|
$
|
5,112
|
|
|
$
|
4,578
|
|
|
One-to-four family residential
|
4,015
|
|
|
3,621
|
|
|
Multifamily
|
1,706
|
|
|
1,440
|
|
|
Home equity and lines of credit
|
331
|
|
|
263
|
|
|
Commercial and industrial loans
|
206
|
|
|
148
|
|
|
Other loans
|
10
|
|
|
50
|
|
|
Total delinquent accruing loans held-for-investment
|
$
|
11,380
|
|
|
$
|
10,100
|
|
PCI Loans (Held-for-Investment)
At
September 30, 2017
, 8.6% of PCI loans were past due 30 to 89 days, and 18.2% were past due 90 days or more, as compared to 6.6% and 19.3%, respectively, at
December 31, 2016
.
About Northfield Bank
Northfield Bank, founded in 1887, operates 38 full-service banking offices in Staten Island and Brooklyn, New York, and Hunterdon, Middlesex, Mercer, and Union counties, New Jersey. For more information about Northfield Bank, please visit www.eNorthfield.com.
Forward-Looking Statements:
This release may contain certain "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and may be identified by the use of such words as "may," "believe," "expect," "anticipate," "should," "plan," "estimate," "predict," "continue," and "potential" or the negative of these terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of Northfield Bancorp, Inc. Any or all of the forward-looking statements in this release and in any other public statements made by Northfield Bancorp, Inc. may turn out to be wrong. They can be affected by inaccurate assumptions Northfield Bancorp, Inc. might make or by known or unknown risks and uncertainties as described in our SEC filings, including, but not limited to, those related to general economic conditions, particularly in the market areas in which the Company operates, competition among depository and other financial institutions, changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements, inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments, our ability to successfully integrate acquired entities, and adverse changes in the securities markets. Consequently, no forward-looking statement can be guaranteed. Northfield Bancorp, Inc. does not intend to update any of the forward-looking statements after the date of this release, or conform these statements to actual events.
(Tables to follow)
NORTHFIELD BANCORP, INC.
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
(Dollars in thousands, except per share amounts) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At or For the Three Months Ended
|
|
At or For the Nine Months Ended
|
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
|
Selected Financial Ratios:
|
|
|
|
|
|
|
|
|
|
|
Performance Ratios
(1)
:
|
|
|
|
|
|
|
|
|
|
|
Return on assets (ratio of net income to average total assets)
(8) (9) (11)
|
0.82
|
%
|
|
0.77
|
%
|
|
0.86
|
%
|
|
0.91
|
%
|
|
0.65
|
%
|
|
Return on equity (ratio of net income to average equity)
(8) (9) (11)
|
5.01
|
|
|
4.68
|
|
|
5.30
|
|
|
5.57
|
|
|
3.92
|
|
|
Average equity to average total assets
|
16.42
|
|
|
16.35
|
|
|
16.26
|
|
|
16.33
|
|
|
16.55
|
|
|
Interest rate spread
|
2.78
|
|
|
2.80
|
|
|
2.79
|
|
|
2.81
|
|
|
2.81
|
|
|
Net interest margin
|
2.97
|
|
|
2.98
|
|
|
2.97
|
|
|
2.99
|
|
|
2.99
|
|
|
Efficiency ratio
(2) (9) (10)
|
56.16
|
|
|
60.09
|
|
|
56.63
|
|
|
56.57
|
|
|
67.07
|
|
|
Non-interest expense to average total assets
(10)
|
1.70
|
|
|
1.83
|
|
|
1.70
|
|
|
1.75
|
|
|
2.04
|
|
|
Non-interest expense to average total interest-earning assets
(10)
|
1.83
|
|
|
1.97
|
|
|
1.84
|
|
|
1.89
|
|
|
2.20
|
|
|
Average interest-earning assets to average interest-bearing liabilities
|
128.51
|
|
|
129.51
|
|
|
128.63
|
|
|
128.62
|
|
|
128.74
|
|
|
Asset Quality Ratios:
|
|
|
|
|
|
|
|
|
|
|
Non-performing assets to total assets
|
0.16
|
|
|
0.28
|
|
|
0.19
|
|
|
0.16
|
|
|
0.28
|
|
|
Non-performing loans
(3)
to total loans
(4)
|
0.18
|
|
|
0.36
|
|
|
0.21
|
|
|
0.18
|
|
|
0.36
|
|
|
Allowance for loan losses to non-performing loans held-for-investment
(5)
|
463.40
|
|
|
229.21
|
|
|
441.01
|
|
|
463.40
|
|
|
229.23
|
|
|
Allowance for loan losses to originated loans held-for-investment, net
(6)
|
1.07
|
|
|
1.13
|
|
|
1.07
|
|
|
1.07
|
|
|
1.13
|
|
|
Allowance for loan losses to total loans held-for-investment, net
(7)
|
0.83
|
|
|
0.83
|
|
|
0.84
|
|
|
0.83
|
|
|
0.83
|
|
|
|
|
|
(1)
|
Annualized when appropriate.
|
|
|
|
|
(2)
|
The efficiency ratio represents non-interest expense divided by the sum of net interest income and non-interest income.
|
|
|
|
|
(3)
|
Non-performing loans consist of non-accruing loans and loans 90 days or more past due and still accruing (excluding PCI loans), and are included in total loans held-for-investment, net, and non-performing loans held-for-sale.
|
|
|
|
|
(4)
|
Includes originated loans held-for-investment, PCI loans, acquired loans and non-performing loans held-for-sale (where applicable).
|
|
|
|
|
(5)
|
Excludes nonperforming loans held-for-sale (where applicable), carried at lower of aggregate cost or estimated fair value, less costs to sell.
|
|
|
|
|
(6)
|
Excludes PCI loans, acquired loans held-for-investment and loans held-for-sale (where applicable) and related reserve balances.
|
|
|
|
|
(7)
|
Includes PCI and acquired loans held-for-investment.
|
(8) The three months ended June 30, 2017, includes a $593,000 decrease in income tax expense from the adoption of ASU 2016-09 related to the exercise or vesting of equity awards which were previously recorded through equity as an adjustment to additional paid in capital. The nine months ended September 30, 2017, includes a $2.3 million decrease in income tax expense from the adoption of ASU 2016-09.
(9) The nine months ended September 30, 2017, includes $1.5 million of tax-exempt income from bank owned life insurance proceeds in excess of the cash surrender value of the policies.
(10) The three and nine months ended September 30, 2016, include pre-tax charges of $477,000 and $3.9 million, respectively, associated with the acquisition of Hopewell Valley.
(11) The three and nine months ended September 30, 2016, include charges of $286,000 and $2.4 million, net of tax, respectively, associated with the acquisition of Hopewell Valley.
NORTHFIELD BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per share amounts) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
|
ASSETS:
|
|
|
|
|
Cash and due from banks
|
$
|
15,007
|
|
|
$
|
18,412
|
|
|
Interest-bearing deposits in other financial institutions
|
88,234
|
|
|
77,673
|
|
|
Total cash and cash equivalents
|
103,241
|
|
|
96,085
|
|
|
Trading securities
|
9,225
|
|
|
7,857
|
|
|
Securities available-for-sale, at estimated fair value
|
482,626
|
|
|
498,897
|
|
|
Securities held-to-maturity, at amortized cost
|
9,983
|
|
|
10,148
|
|
|
(estimated fair value of $9,997 at September 30, 2017, and $10,118 at December 31, 2016)
|
|
|
|
|
Loans held-for-sale
|
1,506
|
|
|
—
|
|
|
Originated loans held-for-investment, net
|
2,360,864
|
|
|
2,144,346
|
|
|
Loans acquired
|
745,063
|
|
|
793,240
|
|
|
Purchased credit-impaired (PCI) loans held-for-investment
|
25,960
|
|
|
30,498
|
|
|
Loans held-for-investment, net
|
3,131,887
|
|
|
2,968,084
|
|
|
Allowance for loan losses
|
(26,099
|
)
|
|
(24,595
|
)
|
|
Net loans held-for-investment
|
3,105,788
|
|
|
2,943,489
|
|
|
Accrued interest receivable
|
10,249
|
|
|
9,714
|
|
|
Bank owned life insurance
|
149,657
|
|
|
148,047
|
|
|
Federal Home Loan Bank of New York stock, at cost
|
29,771
|
|
|
25,123
|
|
|
Premises and equipment, net
|
25,504
|
|
|
26,910
|
|
|
Goodwill
|
38,411
|
|
|
38,411
|
|
|
Other real estate owned
|
850
|
|
|
850
|
|
|
Other assets
|
40,017
|
|
|
44,563
|
|
|
Total assets
|
$
|
4,006,828
|
|
|
$
|
3,850,094
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY:
|
|
|
|
|
Deposits
|
$
|
2,735,402
|
|
|
$
|
2,713,587
|
|
|
Securities sold under agreements to repurchase
|
4,000
|
|
|
8,000
|
|
|
Federal Home Loan Bank advances and other borrowings
|
579,690
|
|
|
465,206
|
|
|
Advance payments by borrowers for taxes and insurance
|
14,265
|
|
|
12,331
|
|
|
Accrued expenses and other liabilities
|
28,422
|
|
|
29,774
|
|
|
Total liabilities
|
3,361,779
|
|
|
3,228,898
|
|
|
Total stockholders’ equity
|
645,049
|
|
|
621,196
|
|
|
Total liabilities and stockholders’ equity
|
$
|
4,006,828
|
|
|
$
|
3,850,094
|
|
|
|
|
|
|
|
Total shares outstanding
|
48,880,772
|
|
|
48,526,658
|
|
|
Tangible book value per share
(1)
|
$
|
12.38
|
|
|
$
|
11.97
|
|
|
|
|
|
(1)
|
Tangible book value per share is calculated based on total stockholders' equity, excluding intangible assets (goodwill and core deposit intangibles), divided by total shares outstanding as of the balance sheet date. Core deposit intangibles were
$1.5 million
and
$1.7 million
at
September 30, 2017
, and
December 31, 2016
, respectively, and are included in other assets.
|
NORTHFIELD BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands, except share and per share amounts) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
|
Interest income:
|
|
|
|
|
|
|
|
|
|
|
Loans
|
$
|
30,424
|
|
|
$
|
28,222
|
|
|
$
|
29,653
|
|
|
$
|
89,085
|
|
|
$
|
82,792
|
|
|
Mortgage-backed securities
|
2,175
|
|
|
2,665
|
|
|
2,260
|
|
|
6,791
|
|
|
8,322
|
|
|
Other securities
|
370
|
|
|
252
|
|
|
283
|
|
|
905
|
|
|
662
|
|
|
Federal Home Loan Bank of New York dividends
|
365
|
|
|
302
|
|
|
325
|
|
|
1,061
|
|
|
861
|
|
|
Deposits in other financial institutions
|
191
|
|
|
84
|
|
|
139
|
|
|
412
|
|
|
225
|
|
|
Total interest income
|
33,525
|
|
|
31,525
|
|
|
32,660
|
|
|
98,254
|
|
|
92,862
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
4,168
|
|
|
3,545
|
|
|
3,899
|
|
|
11,687
|
|
|
10,672
|
|
|
Borrowings
|
2,005
|
|
|
1,729
|
|
|
1,852
|
|
|
5,629
|
|
|
5,570
|
|
|
Total interest expense
|
6,173
|
|
|
5,274
|
|
|
5,751
|
|
|
17,316
|
|
|
16,242
|
|
|
Net interest income
|
27,352
|
|
|
26,251
|
|
|
26,909
|
|
|
80,938
|
|
|
76,620
|
|
|
Provision for loan losses
|
488
|
|
|
472
|
|
|
511
|
|
|
1,371
|
|
|
355
|
|
|
Net interest income after provision for loan losses
|
26,864
|
|
|
25,779
|
|
|
26,398
|
|
|
79,567
|
|
|
76,265
|
|
|
Non-interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees and service charges for customer services
|
1,238
|
|
|
1,255
|
|
|
1,107
|
|
|
3,563
|
|
|
3,627
|
|
|
Income on bank owned life insurance
|
970
|
|
|
1,008
|
|
|
1,010
|
|
|
4,438
|
|
|
3,001
|
|
|
Gains on securities transactions, net
|
337
|
|
|
362
|
|
|
256
|
|
|
1,001
|
|
|
612
|
|
|
Other
|
70
|
|
|
42
|
|
|
64
|
|
|
197
|
|
|
189
|
|
|
Total non-interest income
|
2,615
|
|
|
2,667
|
|
|
2,437
|
|
|
9,199
|
|
|
7,429
|
|
|
Non-interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and employee benefits
|
9,593
|
|
|
9,565
|
|
|
9,774
|
|
|
29,339
|
|
|
30,891
|
|
|
Occupancy
|
2,807
|
|
|
2,828
|
|
|
2,696
|
|
|
8,460
|
|
|
8,597
|
|
|
Furniture and equipment
|
279
|
|
|
349
|
|
|
287
|
|
|
871
|
|
|
1,074
|
|
|
Data processing
|
1,155
|
|
|
1,674
|
|
|
1,120
|
|
|
3,436
|
|
|
4,919
|
|
|
Professional fees
|
569
|
|
|
684
|
|
|
595
|
|
|
2,034
|
|
|
2,621
|
|
|
FDIC insurance
|
279
|
|
|
256
|
|
|
258
|
|
|
795
|
|
|
1,218
|
|
|
Other
|
2,146
|
|
|
2,021
|
|
|
1,888
|
|
|
6,055
|
|
|
7,050
|
|
|
Total non-interest expense
|
16,828
|
|
|
17,377
|
|
|
16,618
|
|
|
50,990
|
|
|
56,370
|
|
|
Income before income tax expense
|
12,651
|
|
|
11,069
|
|
|
12,217
|
|
|
37,776
|
|
|
27,324
|
|
|
Income tax expense
|
4,525
|
|
|
3,782
|
|
|
3,807
|
|
|
11,292
|
|
|
9,392
|
|
|
Net income
|
$
|
8,126
|
|
|
$
|
7,287
|
|
|
$
|
8,410
|
|
|
$
|
26,484
|
|
|
$
|
17,932
|
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.18
|
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
|
$
|
0.59
|
|
|
$
|
0.40
|
|
|
Diluted
|
$
|
0.17
|
|
|
$
|
0.16
|
|
|
$
|
0.18
|
|
|
$
|
0.57
|
|
|
$
|
0.39
|
|
|
Basic average shares outstanding
|
45,492,713
|
|
|
44,556,682
|
|
|
45,252,136
|
|
|
45,257,199
|
|
|
44,282,476
|
|
|
Diluted average shares outstanding
|
46,741,223
|
|
|
45,720,752
|
|
|
46,831,362
|
|
|
46,834,347
|
|
|
45,555,262
|
|
NORTHFIELD BANCORP, INC.
ANALYSIS OF NET INTEREST INCOME
(Dollars in thousands) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
September 30, 2017
|
|
June 30, 2017
|
|
September 30, 2016
|
|
|
Average Outstanding Balance
|
|
Interest
|
|
Average Yield/ Rate
(1)
|
|
Average Outstanding Balance
|
|
Interest
|
|
Average Yield/ Rate
(1)
|
|
Average Outstanding Balance
|
|
Interest
|
|
Average Yield/ Rate
(1)
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
(2)
|
$
|
3,065,206
|
|
|
$
|
30,424
|
|
|
3.94
|
%
|
|
$
|
3,041,774
|
|
|
$
|
29,653
|
|
|
3.91
|
%
|
|
$
|
2,810,377
|
|
|
$
|
28,222
|
|
|
3.99
|
%
|
|
Mortgage-backed securities
(3)
|
413,627
|
|
|
2,175
|
|
|
2.09
|
|
|
428,757
|
|
|
2,260
|
|
|
2.11
|
|
|
525,487
|
|
|
2,665
|
|
|
2.02
|
|
|
Other securities
(3)
|
77,170
|
|
|
370
|
|
|
1.90
|
|
|
61,202
|
|
|
283
|
|
|
1.85
|
|
|
60,373
|
|
|
252
|
|
|
1.66
|
|
|
Federal Home Loan Bank of New York stock
|
26,422
|
|
|
365
|
|
|
5.48
|
|
|
26,600
|
|
|
325
|
|
|
4.90
|
|
|
24,667
|
|
|
302
|
|
|
4.87
|
|
|
Interest-earning deposits in financial institutions
|
71,606
|
|
|
191
|
|
|
1.06
|
|
|
69,928
|
|
|
139
|
|
|
0.80
|
|
|
82,016
|
|
|
84
|
|
|
0.41
|
|
|
Total interest-earning assets
|
3,654,031
|
|
|
33,525
|
|
|
3.64
|
|
|
3,628,261
|
|
|
32,660
|
|
|
3.61
|
|
|
3,502,920
|
|
|
31,525
|
|
|
3.58
|
|
|
Non-interest-earning assets
|
265,652
|
|
|
|
|
|
|
282,492
|
|
|
|
|
|
|
283,900
|
|
|
|
|
|
|
Total assets
|
$
|
3,919,683
|
|
|
|
|
|
|
$
|
3,910,753
|
|
|
|
|
|
|
$
|
3,786,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings, NOW, and money market accounts
|
$
|
1,686,677
|
|
|
$
|
2,033
|
|
|
0.48
|
%
|
|
$
|
1,731,451
|
|
|
$
|
2,079
|
|
|
0.48
|
%
|
|
$
|
1,654,778
|
|
|
$
|
1,877
|
|
|
0.45
|
%
|
|
Certificates of deposit
|
653,512
|
|
|
2,135
|
|
|
1.30
|
|
|
593,492
|
|
|
1,820
|
|
|
1.23
|
|
|
583,488
|
|
|
1,668
|
|
|
1.14
|
|
|
Total interest-bearing deposits
|
2,340,189
|
|
|
4,168
|
|
|
0.71
|
|
|
2,324,943
|
|
|
3,899
|
|
|
0.67
|
|
|
2,238,266
|
|
|
3,545
|
|
|
0.63
|
|
|
Borrowed funds
|
503,240
|
|
|
2,005
|
|
|
1.58
|
|
|
495,656
|
|
|
1,852
|
|
|
1.50
|
|
|
466,476
|
|
|
1,729
|
|
|
1.47
|
|
|
Total interest-bearing liabilities
|
2,843,429
|
|
|
6,173
|
|
|
0.86
|
|
|
2,820,599
|
|
|
5,751
|
|
|
0.82
|
|
|
2,704,742
|
|
|
5,274
|
|
|
0.78
|
|
|
Non-interest bearing deposits
|
378,191
|
|
|
|
|
|
|
382,353
|
|
|
|
|
|
|
400,856
|
|
|
|
|
|
|
Accrued expenses and other liabilities
|
54,278
|
|
|
|
|
|
|
71,853
|
|
|
|
|
|
|
62,104
|
|
|
|
|
|
|
Total liabilities
|
3,275,898
|
|
|
|
|
|
|
3,274,805
|
|
|
|
|
|
|
3,167,702
|
|
|
|
|
|
|
Stockholders' equity
|
643,785
|
|
|
|
|
|
|
635,948
|
|
|
|
|
|
|
619,118
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
$
|
3,919,683
|
|
|
|
|
|
|
$
|
3,910,753
|
|
|
|
|
|
|
$
|
3,786,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
$
|
27,352
|
|
|
|
|
|
|
$
|
26,909
|
|
|
|
|
|
|
$
|
26,251
|
|
|
|
|
Net interest rate spread
(4)
|
|
|
|
|
2.78
|
%
|
|
|
|
|
|
2.79
|
%
|
|
|
|
|
|
2.80
|
%
|
|
Net interest-earning assets
(5)
|
$
|
810,602
|
|
|
|
|
|
|
$
|
807,662
|
|
|
|
|
|
|
|
$
|
798,178
|
|
|
|
|
|
|
Net interest margin
(6)
|
|
|
|
|
2.97
|
%
|
|
|
|
|
|
2.97
|
%
|
|
|
|
|
|
2.98
|
%
|
|
Average interest-earning assets to interest-bearing liabilities
|
|
|
|
|
128.51
|
%
|
|
|
|
|
|
128.63
|
%
|
|
|
|
|
|
129.51
|
%
|
|
|
|
|
(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.
|
NORTHFIELD BANCORP, INC.
ANALYSIS OF NET INTEREST INCOME
(Dollars in thousands) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended
|
|
|
September 30, 2017
|
|
September 30, 2016
|
|
|
Average Outstanding Balance
|
|
Interest
|
|
Average Yield/ Rate
(1)
|
|
Average Outstanding Balance
|
|
Interest
|
|
Average Yield/ Rate
(1)
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
(2)
|
$
|
3,027,517
|
|
|
$
|
89,085
|
|
|
3.93
|
%
|
|
$
|
2,730,006
|
|
|
$
|
82,792
|
|
|
4.05
|
%
|
|
Mortgage-backed securities
(3)
|
431,186
|
|
|
6,791
|
|
|
2.11
|
|
|
538,568
|
|
|
8,322
|
|
|
2.06
|
|
|
Other securities
(3)
|
65,603
|
|
|
905
|
|
|
1.84
|
|
|
57,030
|
|
|
662
|
|
|
1.55
|
|
|
Federal Home Loan Bank of New York stock
|
26,458
|
|
|
1,061
|
|
|
5.36
|
|
|
25,159
|
|
|
861
|
|
|
4.57
|
|
|
Interest-earning deposits in financial institutions
|
64,164
|
|
|
412
|
|
|
0.86
|
|
|
77,035
|
|
|
225
|
|
|
0.39
|
|
|
Total interest-earning assets
|
3,614,928
|
|
|
98,254
|
|
|
3.63
|
|
|
3,427,798
|
|
|
92,862
|
|
|
3.62
|
|
|
Non-interest-earning assets
|
277,263
|
|
|
|
|
|
|
262,748
|
|
|
|
|
|
|
Total assets
|
$
|
3,892,191
|
|
|
|
|
|
|
$
|
3,690,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings, NOW, and money market accounts
|
$
|
1,717,916
|
|
|
$
|
6,142
|
|
|
0.48
|
%
|
|
$
|
1,594,088
|
|
|
$
|
5,773
|
|
|
0.48
|
%
|
|
Certificates of deposit
|
594,100
|
|
|
5,545
|
|
|
1.25
|
|
|
579,227
|
|
|
4,899
|
|
|
1.13
|
|
|
Total interest-bearing deposits
|
2,312,016
|
|
|
11,687
|
|
|
0.68
|
|
|
2,173,315
|
|
|
10,672
|
|
|
0.66
|
|
|
Borrowed funds
|
498,640
|
|
|
5,629
|
|
|
1.51
|
|
|
489,300
|
|
|
5,570
|
|
|
1.52
|
|
|
Total interest-bearing liabilities
|
2,810,656
|
|
|
17,316
|
|
|
0.82
|
|
|
2,662,615
|
|
|
16,242
|
|
|
0.81
|
|
|
Non-interest bearing deposits
|
381,173
|
|
|
|
|
|
|
367,454
|
|
|
|
|
|
|
Accrued expenses and other liabilities
|
64,859
|
|
|
|
|
|
|
49,825
|
|
|
|
|
|
|
Total liabilities
|
3,256,688
|
|
|
|
|
|
|
3,079,894
|
|
|
|
|
|
|
Stockholders' equity
|
635,503
|
|
|
|
|
|
|
610,652
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
$
|
3,892,191
|
|
|
|
|
|
|
$
|
3,690,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
$
|
80,938
|
|
|
|
|
|
|
$
|
76,620
|
|
|
|
|
Net interest rate spread
(4)
|
|
|
|
|
2.81
|
%
|
|
|
|
|
|
2.81
|
%
|
|
Net interest-earning assets
(5)
|
$
|
804,272
|
|
|
|
|
|
|
$
|
765,183
|
|
|
|
|
|
|
Net interest margin
(6)
|
|
|
|
|
2.99
|
%
|
|
|
|
|
|
2.99
|
%
|
|
Average interest-earning assets to interest-bearing liabilities
|
|
|
|
|
128.62
|
%
|
|
|
|
|
|
128.74
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|