8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 14, 2023

Northfield Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	001-35791	80-0882592
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

 

581 Main Street,	Woodbridge,	New Jersey	07095
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code:        (732) 499-7200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common stock, par value $0.01 per share	NFBK	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01. Change in Registrant's Certifying Accountant.

(a) In November 2022, the Audit Committee (the "Committee") of the Board of Directors of Northfield Bancorp, Inc. (the "Registrant") began a competitive selection process to determine the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Committee invited several public accounting firms to participate in this process. As a result of that process, on March 14, 2023, the Committee dismissed KPMG LLP (“KPMG”) as the Registrant’s independent registered public accounting firm effective immediately.

During the two fiscal years ended December 31, 2022, and the subsequent interim period through March 14, 2023, there were no: (1) disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events as defined by Item 304(a)(1)(v) of Regulation S-K.

The audit reports of KPMG on the consolidated financial statements of the Registrant as of and for the years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:

KPMG's report on the consolidated financial statements of the Registrant as of and for the years ended December 31, 2022 and 2021, contained a separate paragraph stating that "As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for the recognition and measurement of credit losses as of January 1, 2021 due to the adoption of ASC Topic 326, Financial Instruments – Credit Losses.”

The audit reports of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

The Registrant provided KPMG with a copy of the disclosures contained in this Current Report on Form 8-K and requested that KPMG furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of KPMG’s letter, dated March 17, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) As a result of the competitive process noted above, on March 14, 2023, the Committee approved the appointment of Crowe LLP (“Crowe”) as the Registrant's new independent registered public accounting firm for the year ending December 31, 2023, subject to completion of Crowe’s standard client acceptance procedures and execution of an engagement letter. The appointment was approved by the Committee. During the years ended December 31, 2022 and 2021, and the subsequent interim period prior to the engagement of Crowe, neither the Registrant nor anyone on its behalf, consulted Crowe with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither a written report was provided to the Registrant or oral advice was provided that Crowe concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” or “reportable event” (as these terms are defined or described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K, respectively).

Item 9.01.    Financial Statements and Exhibits.

Exhibit Number	Description
16.1	Letter from KPMG LLP to the Securities and Exchange Commission dated March 17, 2023.
104	Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

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

 

		NORTHFIELD BANCORP, INC.
DATE: March 17, 2023	By:	/s/ William R. Jacobs
		William R. Jacobs
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-16.1

March 17, 2023

Securities and Exchange Commission Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Northfield Bancorp, Inc. and, under the date of March 1, 2023, we reported on the consolidated financial statements of Northfield Bancorp, Inc. as of and for the years ended December 31, 2022 and 2021 and the effectiveness of internal control over financial reporting as of December 31, 2022. On March 14, 2023, we were dismissed.

We have read Northfield Bancorp, Inc.’s statements included under Item 4.01 of its Form 8-K dated March 14, 2023, and we agree with such statements except we are not in a position to agree or disagree with Northfield Bancorp, Inc.’s statements in Item 4.01(b).

Very truly yours,

/s/ KPMG LLP

XML

Cover Page Cover Page	Mar. 14, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 14, 2023
Entity Registrant Name	Northfield Bancorp, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35791
Entity Tax Identification Number	80-0882592
Entity Address, Address Line One	581 Main Street,
Entity Address, City or Town	Woodbridge,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07095
City Area Code	732
Local Phone Number	499-7200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	NFBK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001493225
Amendment Flag	false