þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware | Being Applied For | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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581 Main Street, Woodbridge, New Jersey | 07095 | |
(Address of Principal Executive Offices) | Zip Code |
Name of Each | ||
Title of Each Class | Exchange on Which Registered | |
Not Applicable | Not Applicable |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) | Smaller reporting company o |
Page | ||||||||
Part I. | ||||||||
Item 1. | 1 | |||||||
Item 1A. | 1 | |||||||
Item 1B. | 1 | |||||||
Item 2. | 1 | |||||||
Item 3. | 1 | |||||||
Item 4. | 1 | |||||||
Part II. | ||||||||
Item 5. | 1 | |||||||
Item 6. | 1 | |||||||
Item 7. | 1 | |||||||
Item 7A. | 1 | |||||||
Item 8. | 1 | |||||||
Item 9. | 5 | |||||||
Item 9A. | 5 | |||||||
Item 9B. | 5 | |||||||
Part III. | ||||||||
Item 10. | 5 | |||||||
Item 11. | 5 | |||||||
Item 12 | 5 | |||||||
Item 13 | 5 | |||||||
Item 14 | 5 | |||||||
Part IV. | ||||||||
Item 15 | 6 | |||||||
Signatures | 7 | |||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32 |
ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
1
2
December 31, 2010 | ||||
Total assets |
$ | | ||
Total liabilities and stockholders equiy |
$ | |
June 4, 2010 - | ||||
December 31, 2010 | ||||
Net income |
$ | | ||
Total | ||||
Stockholders | ||||
Equity | ||||
Balance at June 4, 2010 |
$ | | ||
Net income |
| |||
Balance at December 31, 2010 |
$ | | ||
June 4, 2010 - | ||||
December 31, 2010 | ||||
Net income |
$ | | ||
Adjustments to reconcile net income to net cash provided by operating activities |
| |||
Net cash provided by operating activities |
| |||
Net cash provided by investing activities |
| |||
Net cash provided by financing activities |
| |||
Net change in cash and cash equivalents |
| |||
Cash and cash equivalents at the beginning of period |
| |||
Cash and cash equivalents at the end of the period |
$ | | ||
3
4
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
5
Exhibit 31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 32
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
6
NORTHFIELD BANCORP, INC. |
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Date: March 30, 2011 | By: | /s/ John W. Alexander | ||
John W. Alexander | ||||
Chairman, President and Chief Executive Officer (Duly Authorized Representative) |
||||
Signatures | Title | Date | ||
/s/ John W. Alexander
|
Chairman, President and Chief Executive Officer (Principal Executive Officer) | March 30, 2011 | ||
/s/ Steven M. Klein
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | March 30, 2011 | ||
/s/ John R. Bowen
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Director | March 30, 2011 | ||
/s/ Annette Catino
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Director | March 30, 2011 | ||
/s/ Gil Chapman
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Director | March 30, 2011 | ||
/s/ John P. Connors, Jr
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Director | March 30, 2011 | ||
/s/ John J. DePierro
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Director | March 30, 2011 | ||
/s/ Susan Lamberti
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Director | March 30, 2011 | ||
/s/ Albert J. Regen
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Director | March 30, 2011 | ||
/s/ Patrick E. Scura, Jr.
|
Director | March 30, 2011 |
7
1) | I have reviewed this Annual Report on Form 10-K of Northfield Bancorp, Inc.; | |
2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4) | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
c) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5) | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ John W. Alexander | ||||
John W. Alexander | ||||
Chairman, President and Chief Executive Officer (Principal Executive Officer) | ||||
1) | I have reviewed this Annual Report on Form 10-K of Northfield Bancorp, Inc.; | |
2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4) | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
c) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5) | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Steven M. Klein | ||||
Steven M. Klein | ||||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
||||
/s/ John W. Alexander | ||||
John W. Alexander | ||||
Chairman, President and Chief Executive Officer | ||||
/s/ Steven M. Klein | ||||
Steven M. Klein | ||||
Executive Vice President and Chief Financial Officer |
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