September 6, 2024
William R. Jacobs
Chief Financial Officer
Northfield Bancorp, Inc.
581 Main Street
Woodbridge, NJ 07095
Re: Northfield Bancorp, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 10-Q for the Quarterly Period Ended June 30, 2024
File No. 001-35791
Dear William R. Jacobs:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 1. Business
Lending Activities, page 4
1. We note your disclosure that your principal lending activity is the
origination of
multifamily real estate loans and, to a lesser extent, other commercial
real estate loans
and that these loans comprise approximately 65% and 22%, respectively,
of your total
loan portfolio as of December 31, 2023. Given the significance of these
loans in your total
loan portfolio, please revise your disclosure, in future filings, to
further disaggregate the
composition of these loans into owner occupied and non-owner occupied
and other
characteristics (e.g., current weighted average and/or range of
loan-to-value ratios,
occupancy rates, etc.) by loan category which would be material to an
investor s
understanding of these loans.
September 6, 2024
Page 2
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Comparison of Financial Condition at December 31, 2023 and 2022, page 54
2. We note that as of December 31, 2023, non-owner occupied commercial real
estate loans
(as defined by regulatory guidance) to total risk-based capital was
estimated at
approximately 456% and further, that management 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. Please revise
your disclosures, in future filings, to further expand on the details of
the risk management
processes that have been implemented, including any specific details of
underwriting or
other policy changes, actions taken and frequency of assessments
performed by
management in response to the current environment. Please also revise,
in future filings,
the related disclosure in the first Risk Factor on page 31 as
appropriate, for example to
address any additional policies or procedures that have been or
are expected to be
adopted.
Form 10-Q for the Quarterly Period Ended June 30, 2024
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Asset Quality, page 53
3. We note that you previously disclosed and disaggregated your commercial
real estate
loans held-for-investment balance by property/borrower type on page 8 in
your Form 10-
K for the Fiscal Year Ended December 31, 2023; however, similar
information is not
provided here. In your future quarterly filings please include
disclosure, disaggregating
your CRE loans by property/borrower type.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Mengyao Lu at 202-551-3471 or Michael Henderson at
202-551-3364
with any questions.
Sincerely,
Division of
Corporation Finance
Office of Finance