UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





Form
10-Q





[X]         QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
      THE SECURITIES EXCHANGE   ACT OF
  1934





For
      the quarterly period ended March 31,
2009





OR





[   ]        TRANSITION
      REPORT PURSUANT TO SECTION 13 OR
15(d)


OF
      THE SECURITIES EXCHANGE ACT OF 1934





For
      the transition period from _____________ to
  _____________





Commission
File Number: 001-33682








FIRST ADVANTAGE
BANCORP


(Exact
name of registrant as specified in its charter)








Tennessee
              (State
      or other jurisdiction of
              incorporation
      or organization)
            26-0401680
              (I.R.S.
      Employer Identification No.)1430 Madison Street, Clarksville,
      Tennessee
              (Address
      of principal executive offices)
            37040
              (Zip
      Code)





Registrant’s
telephone number, including area code:  (931) 552-6176





Former
name, former address and former fiscal year, if changed since last
report.  N/A





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes   X     No
___





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Date File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).


Yes   X     No
___





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company.  See definition of “accelerated
filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.


(Check
      one):
              Large
      Accelerated Filer [    ]
              Accelerated
      Filer [    ]Non-accelerated
      Filer [    ]
              Smaller
      Reporting Company [ X ]


Indicate by check mark whether the
registrant is a shell company (as defined by Rule 12b-2 of the Exchange
Act).  Yes ___     No  X





The
number of shares outstanding of the registrant’s common stock as
of  May 11, 2009 was 5,264,683.







FIRST
ADVANTAGE BANCORP





Table
of Contents





PagePart
      I. Financial InformationItem
      1.
                    Condensed
      Consolidated Balance Sheets as of March 31, 2009 (unaudited)
      and  December 31, 2008
                    1Unaudited
      - Condensed Consolidated Statements of Income for the Three Months Ended
      March 31, 2009 and 2008
                    2Unaudited
      - Condensed Consolidated Statements of Changes in Shareholders’ Equity for
      the Three Months Ended March 31, 2009 and 2008
                    3Unaudited
      - Condensed Consolidated Statements of Cash Flows for the Three Months
      Ended March 31, 2009 and 2008
                    4Notes
      to Unaudited Condensed Consolidated Financial Statements
                    5Item
      2.
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    9Item
      3.
                    Quantitative
      and Qualitative Disclosures About Market Risk
                    17Item
      4T.
                    Controls
      and Procedures
                    17Part
      II.  Other InformationItem
      1.
                    Legal
      Proceedings
                    17Item
      1A.
                    Risk
      Factors
                    17Item
      2.
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    18Item
      3.
                    Defaults
      Upon Senior Securities
                    18Item
      4.
                    Submission
      of Matters to a Vote of Security Holders
                    18Item
      5.
                    Other
      Information
                    18Item
      6.
                    Exhibits
                    18SIGNATURES
                    19















First
      Advantage BancorpCondensed
      Consolidated Balance Sheets(Dollars
      in thousands, except share amounts)
                            
                            March
      31,2009
                            
                            
                            December
      31,(Unaudited)
                            
                            
                            2008AssetsCash
      and due from banks
                            
                            $
                            7,396
                            
                            
                            $
                            7,991Interest-bearing
      demand deposits at other banks
                            
                            
                            1,784
                            
                            
                            
                            2,151Time
      deposits at other banks
                            
                            
                            -
                            
                            
                            
                            2,092Federal
      funds sold
                            
                            
                            -
                            
                            
                            
                            9Cash
      and cash equivalents
                            
                            
                            9,180
                            
                            
                            
                            12,243Available-for-sale
      securities, at fair value
                            
                            
                            129,581
                            
                            
                            
                            129,076Loans
      held for sale
                            
                            
                            1,772
                            
                            
                            
                            866Loans,
      net of allowance for loan losses of $2,329 and $2,175 at
                              March
      31, 2009 and December 31, 2008, respectively
                            
                            
                            181,705
                            
                            
                            
                            176,412Premises
      and equipment, net
                            
                            
                            8,541
                            
                            
                            
                            8,186Foreclosed
      assets held for sale
                            
                            
                            60
                            
                            
                            
                            -Other
      assets held for sale
                            
                            
                            192
                            
                            
                            
                            -Federal
      Home Loan Bank stock
                            
                            
                            2,988
                            
                            
                            
                            2,988Accrued
      interest receivable
                            
                            
                            1,616
                            
                            
                            
                            1,702Income
      taxes receivable
                            
                            
                            712
                            
                            
                            
                            709Deferred
      tax asset
                            
                            
                            4,752
                            
                            
                            
                            5,238Other
      assets
                            
                            
                            1,081
                            
                            
                            
                            984Total
      assets
                            
                            $
                            342,180
                            
                            
                            $
                            338,404Liabilities
      and Shareholders' EquityLiabilitiesDepositsDemand
                            
                            $
                            14,206
                            
                            
                            $
                            15,493Savings,
      checking and money market
                            
                            
                            90,601
                            
                            
                            
                            82,163Time
      certificates
                            
                            
                            94,483
                            
                            
                            
                            89,151Total
      deposits
                            
                            
                            199,290
                            
                            
                            
                            186,807Securities
      sold under agreement to repurchase
                            
                            
                            6,410
                            
                            
                            
                            5,047Federal
      Home Loan Bank advances
                            
                            
                            28,000
                            
                            
                            
                            38,550Borrowings
      with other banks
                            
                            
                            35,000
                            
                            
                            
                            35,000Interest
      payable and other liablilities
                            
                            
                            2,338
                            
                            
                            
                            2,739Total
      liabilities
                            
                            
                            271,038
                            
                            
                            
                            268,143Commitments
      and contingencies
                            
                            
                            -
                            
                            
                            
                            -Shareholders'
      EquityPreferred
      stock, $0.01 par value, 10,000,000 shares authorized,
                              no
      shares outstanding at March 31, 2009 or December 31, 2008
                            
                            
                            -
                            
                            
                            
                            -Common
      stock, $0.01 par value 50,000,000 shares authorized,
                              5,264,683
      shares issued and 4,541,514 outstanding
                              at
      March 31, 2009 and December 31, 2008, respectively
                            
                            
                            53
                            
                            
                            
                            53Additional
      paid in capital
                            
                            
                            52,451
                            
                            
                            
                            52,221Common
      stock acquired by benefit plan:Restricted
      stock
                            
                            
                            (1,156
                            )
                            
                            
                            (1,043
                            )Unallocated
      common stock held by:Employee
      Stock Ownership Plan trust
                            
                            
                            (3,713
                            )
                            
                            
                            (3,778
                            )Benefit
      plans
                            
                            
                            (2,836
                            )
                            
                            
                            (2,923
                            )Retained
      earnings
                            
                            
                            23,850
                            
                            
                            
                            23,909Accumulated
      other comprehensive income
                            
                            
                            2,493
                            
                            
                            
                            1,822Total
      shareholders' equity
                            
                            
                            71,142
                            
                            
                            
                            70,261Total
      liabilities and shareholders' equity
                            
                            $
                            342,180
                            
                            
                            $
                            338,404See
      accompanying notes to unaudited condensed consolidated financial
      statements.






1




First
      Advantage BancorpUnaudited
      - Condensed Consolidated Statements of Income(Dollars
      in thousands, except share and per share data)Three
      Months EndedMarch
      31,2009
                                  
                                  
                                  2008Interest
      and Dividend IncomeLoans
                                  
                                  $
                                  2,604
                                  
                                  
                                  $
                                  1,991Investment
      securities
                                  
                                  
                                  1,616
                                  
                                  
                                  
                                  1,725Other
                                  
                                  
                                  70
                                  
                                  
                                  
                                  124Total
      interest and dividend income
                                  
                                  
                                  4,290
                                  
                                  
                                  
                                  3,840Interest
      ExpenseDeposits
                                  
                                  
                                  1,219
                                  
                                  
                                  
                                  1,272Securities
      sold under agreement to repurchase and
                                    other
      short-term borrowings
                                  
                                  
                                  37
                                  
                                  
                                  
                                  34Federal
      Home Loan Bank advances
                                  
                                  
                                  109
                                  
                                  
                                  
                                  131Borrowing
      with other banks
                                  
                                  
                                  325
                                  
                                  
                                  
                                  -Total
      interest expense
                                  
                                  
                                  1,690
                                  
                                  
                                  
                                  1,437Net
      Interest Income
                                  
                                  
                                  2,600
                                  
                                  
                                  
                                  2,403Provision
      for Loan Losses
                                  
                                  
                                  168
                                  
                                  
                                  
                                  277Net
      Interest Income After Provision for Loan Losses
                                  
                                  
                                  2,432
                                  
                                  
                                  
                                  2,126Non-interest
      IncomeCustomer
      service and other fees
                                  
                                  
                                  280
                                  
                                  
                                  
                                  263Loan
      servicing and other fees
                                  
                                  
                                  16
                                  
                                  
                                  
                                  9Net
      gains on loan sales
                                  
                                  
                                  279
                                  
                                  
                                  
                                  180Net
      realized gain on sales of available-for-sale securities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  33Net
      realized gain on sales of other assets held-for-sale
                                  
                                  
                                  -
                                  
                                  
                                  
                                  283Commissions
      on insurance and brokerage
                                  
                                  
                                  29
                                  
                                  
                                  
                                  78Net
      loss on sale of premises and equipment
                                  
                                  
                                  (1
                                  )
                                  
                                  
                                  (16
                                  )Other
                                  
                                  
                                  5
                                  
                                  
                                  
                                  7Total
      non-interest income
                                  
                                  
                                  608
                                  
                                  
                                  
                                  837Non-interest
      ExpenseSalaries
      and employee benefits
                                  
                                  
                                  1,469
                                  
                                  
                                  
                                  1,488Net
      occupancy expense
                                  
                                  
                                  139
                                  
                                  
                                  
                                  130Equipment
      expense
                                  
                                  
                                  150
                                  
                                  
                                  
                                  142Data
      processing fees
                                  
                                  
                                  243
                                  
                                  
                                  
                                  194Professional
      fees
                                  
                                  
                                  166
                                  
                                  
                                  
                                  206Marketing
      expense
                                  
                                  
                                  54
                                  
                                  
                                  
                                  46Office
      expense
                                  
                                  
                                  81
                                  
                                  
                                  
                                  78Losses
      on foreclosed assets, net
                                  
                                  
                                  1
                                  
                                  
                                  
                                  3Insurance
      expense
                                  
                                  
                                  21
                                  
                                  
                                  
                                  25Mortgage
      loan outsourced servicing
                                  
                                  
                                  9
                                  
                                  
                                  
                                  18Other
                                  
                                  
                                  472
                                  
                                  
                                  
                                  222Total
      non-interest expense
                                  
                                  
                                  2,805
                                  
                                  
                                  
                                  2,552Income
      Before Income Taxes
                                  
                                  
                                  235
                                  
                                  
                                  
                                  411Provision
      (Credit) for Income Taxes
                                  
                                  
                                  66
                                  
                                  
                                  
                                  (178
                                  )Net
      Income
                                  
                                  $
                                  169
                                  
                                  
                                  $
                                  589Per
      common share:Basic
      net income per common share
                                  
                                  $
                                  0.04
                                  
                                  
                                  $
                                  0.12Diluted
      net income per common share
                                  
                                  $
                                  0.04
                                  
                                  
                                  $
                                  0.12Basic
      weighted average common shares outstanding
                                  
                                  
                                  4,541,476
                                  
                                  
                                  
                                  4,762,377Diluted
      weighted average common shares outstanding
                                  
                                  
                                  4,594,940
                                  
                                  
                                  
                                  4,866,303See
      accompanying notes to unaudited condensed consolidated financial
      statements.








2




First
      Advantage BancorpUnaudited
      - Condensed Consolidated Statements of Changes Stockholders' in
      EquityThree
      Months Ended March 31, 2009 and 2008(Dollars
      in thousands)Common
                                    
                                    
                                    AccumulatedAdditional
                                    
                                    
                                    
                                    
                                    
                                    Stock
                                    
                                    
                                    Other
                                    
                                    
                                    TotalCommon
                                    
                                    
                                    Paid-in
                                    
                                    
                                    Retained
                                    
                                    
                                    Acquired
      by
                                    
                                    
                                    Comprehensive
                                    
                                    
                                    Stockholders'Stock
                                    
                                    
                                    Capital
                                    
                                    
                                    Earnings
                                    
                                    
                                    Benefit
      Plans
                                    
                                    
                                    Income
                                    
                                    
                                    EquityBalance
      at January 1, 2008
                                    
                                    $
                                    53
                                    
                                    
                                    $
                                    51,596
                                    
                                    
                                    $
                                    32,230
                                    
                                    
                                    $
                                    (5,512
                                    )
                                    
                                    $
                                    1,138
                                    
                                    
                                    $
                                    79,505Comprehensive
      income, net of tax:Net
      income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    589
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    589Change
      in unrealized appreciationof
      available-for-sale securities, net of tax
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    387
                                    
                                    
                                    
                                    387Total
      comprehensive income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    976Employee
      Stock Ownership Plan
                                      (ESOP)
      shares committed to be allocated
                                    
                                    
                                    -
                                    
                                    
                                    
                                    7
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    52
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    59Purchase
      restricted stock plan shares
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (21
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (21
                                    )Stock-based
      compensation expense
                                    
                                    
                                    -
                                    
                                    
                                    
                                    88
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    88Balance
      at March 31, 2008
                                    
                                    $
                                    53
                                    
                                    
                                    $
                                    51,691
                                    
                                    
                                    $
                                    32,819
                                    
                                    
                                    $
                                    (5,481
                                    )
                                    
                                    $
                                    1,525
                                    
                                    
                                    $
                                    80,607Balance
      at January 1, 2009
                                    
                                    $
                                    53
                                    
                                    
                                    $
                                    52,221
                                    
                                    
                                    $
                                    23,909
                                    
                                    
                                    $
                                    (7,744
                                    )
                                    
                                    $
                                    1,822
                                    
                                    
                                    $
                                    70,261Comprehensive
      income, net of tax:Net
      income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    169
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    169Change
      in unrealized appreciationof
      available-for-sale securities, net of tax
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    671
                                    
                                    
                                    
                                    671Total
      comprehensive income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    840Dividends
      paid ($0.05 per common share)
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (228
                                    )
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (228
                                    )Employee
      Stock Ownership Plan
                                      (ESOP)
      shares committed to be allocated
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (14
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    65
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    51Purchase
      restricted stock plan shares
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (26
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (26
                                    )Stock-based
      compensation expense
                                    
                                    
                                    -
                                    
                                    
                                    
                                    244
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    244Balance
      at March 31, 2009
                                    
                                    $
                                    53
                                    
                                    
                                    $
                                    52,451
                                    
                                    
                                    $
                                    23,850
                                    
                                    
                                    $
                                    (7,705
                                    )
                                    
                                    $
                                    2,493
                                    
                                    
                                    $
                                    71,142See
      accompanying notes to unaudited condensed financial
      statements.








3





First
      Advantage BancorpUnaudited
      - Condensed Consolidated Statements of Cash Flows(Dollars
      in thousands)Three
      Months EndedMarch
      31,2009
                          
                          
                          2008Operating
      ActivitiesNet
      income
                          
                          $
                          169
                          
                          
                          $
                          589Items
      not requiring (providing) cashDepreciation
      and amortization
                          
                          
                          131
                          
                          
                          
                          116Provision
      for loan losses
                          
                          
                          168
                          
                          
                          
                          277Decrease
      in provision for uncertain tax positions
                          
                          
                          -
                          
                          
                          
                          (251
                          )Amortization
      of unearned compensation for restricted stock
                          
                          
                          244
                          
                          
                          
                          88Accretion
      and amortization of premiums and discounts on securities
                          
                          
                          115
                          
                          
                          
                          (50
                          )Amortization
      of loan-servicing rights
                          
                          
                          -
                          
                          
                          
                          9Deferred
      income taxes
                          
                          
                          70
                          
                          
                          
                          40ESOP
      plan expense
                          
                          
                          51
                          
                          
                          
                          59Net
      realized gain on available-for-sale securities
                          
                          
                          -
                          
                          
                          
                          (33
                          )Net
      gain on assets held for sale
                          
                          
                          -
                          
                          
                          
                          (283
                          )Federal
      Home Loan Bank stock dividends
                          
                          
                          -
                          
                          
                          
                          (37
                          )Loss
      on sale of premises and equipment
                          
                          
                          -
                          
                          
                          
                          16Originations
      of loans held for sale
                          
                          
                          (13,538
                          )
                          
                          
                          (9,203
                          )Proceeds
      from loans sold
                          
                          
                          12,632
                          
                          
                          
                          9,330Change
      in other assets
                          
                          
                          (97
                          )
                          
                          
                          -Changes
      inInterest
      receivable and other assets
                          
                          
                          86
                          
                          
                          
                          (935
                          )Interest
      payable and other liabilities
                          
                          
                          (404
                          )
                          
                          
                          (153
                          )Net
      cash used in operating activities
                          
                          
                          (373
                          )
                          
                          
                          (421
                          )Investing
      ActivitiesPurchases
      of available-for-sale securities
                          
                          
                          (14,034
                          )
                          
                          
                          (26,394
                          )Proceeds
      from maturities of and repayments of available-for-sale
      securities
                          
                          
                          14,501
                          
                          
                          
                          7,916Proceeds
      from sales of available-for-sale securities
                          
                          
                          -
                          
                          
                          
                          4,975Net
      change in loans
                          
                          
                          (5,521
                          )
                          
                          
                          (21,307
                          )Purchase
      of premises and equipment
                          
                          
                          (678
                          )
                          
                          
                          (29
                          )Purchase
      of other assets held for sale
                          
                          
                          -
                          
                          
                          
                          (159
                          )Proceeds
      from sale of other assets
                          
                          
                          -
                          
                          
                          
                          700Net
      cash used in investing activities
                          
                          
                          (5,732
                          )
                          
                          
                          (34,298
                          )Financing
      ActivitiesNet
      change in demand deposits, money market, checking and
                            savings
      accounts
                          
                          
                          7,151
                          
                          
                          
                          (2,524
                          )Net
      change in certificates of deposit
                          
                          
                          5,332
                          
                          
                          
                          (2,793
                          )Net
      change in repurchase agreement and other borrowings
                          
                          
                          1,363
                          
                          
                          
                          27,842Net
      proceeds (payments) from Federal Home Loan Bank advances
                          
                          
                          (10,550
                          )
                          
                          
                          10,000Dividends
      paid
                          
                          
                          (228
                          )
                          
                          
                          -Stock
      purchased by benefit plans
                          
                          
                          (26
                          )
                          
                          
                          (21
                          )Net
      cash provided by financing activities
                          
                          
                          3,042
                          
                          
                          
                          32,504Decrease
      in Cash and Cash Equivalents
                          
                          
                          (3,063
                          )
                          
                          
                          (2,215
                          )Cash
      and Cash Equivalents, Beginning of Period
                          
                          
                          12,243
                          
                          
                          
                          9,076Cash
      and Cash Equivalents, End of Period
                          
                          $
                          9,180
                          
                          
                          $
                          6,861See
      accompanying notes to unaudited condensed consolidated financial
      statements.








4


Notes
to Condensed Consolidated Financial Statements (unaudited)





NOTE
1 – BASIS OF PRESENTATION





The
accompanying unaudited condensed consolidated interim financial statements
include the accounts of First Advantage Bancorp (the “Company”) the holding
company for First Federal Savings Bank (“First Federal” or the
“Bank”).  First Federal is a federally chartered savings bank
originally founded in 1953 and is headquartered in Clarksville,
Tennessee.  The Company uses the premises, equipment and other
property of First Federal with the payment of appropriate rental fees, as
required by applicable laws and regulations, under the terms of an expense
allocation agreement.   Accordingly, the information set forth in
this interim report, including the condensed consolidated financial statements
and related financial data contained herein relates primarily to First
Federal.  These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America
(“GAAP”) for interim financial information and with the instructions to Form
10-Q.  Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements.  In the
opinion of management, all adjustments (consisting only of normal recurring
accruals) considered necessary for a fair presentation of the financial
position, results of operations and cash flows for the reporting interim periods
have been included.    The results of operations for the
three months ended March 31, 2009 are not necessarily indicative of the results
that may be expected for the full fiscal year or any other interim
period.  The condensed consolidated financial statements and notes
thereto included in this report should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2008 filed with the
United States Securities and Exchange Commission (the “SEC”) on March 25,
2009.





Certain
reclassifications considered to be immaterial have been made to prior period
consolidated financial statements to conform to the current period consolidated
financial statements.





In
preparing financial statements in conformity with GAAP, management is required
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and income and expenses during the reporting
period.  Actual results could differ significantly from those
estimates.





NOTE
2 – RECENTLY ISSUED ACCOUNTING STANDARDS





In December 2008, the FASB issued Staff Position No. 132(R)-1, “Employers’ Disclosures about
Postretirement Benefit Plan Assets” (“Staff Position
132(R)-1”).  Staff Position 132(R)-1 amends SFAS No. 132(R), “Employers’ Disclosures about
Pensions and Other Post­retirement Benefits,” to require further
disclosures about the fair value measurements of an employers’ plan assets
including how investment allocation decisions are made, including the factors
that are pertinent to an understanding of investment policies and strategies;
major categories of plan assets; information about inputs and valuation
techniques, including the fair value hierarchy classifications, as defined by
SFAS No. 157, “Fair Value
Measurements” (“SFAS No. 157”), of the major categories of plan assets;
the effect of fair value measurements using significant unobservable inputs
(Level 3) on changes in plan assets; and significant concentrations of risk
within plan assets. Staff Position 132(R)-1 is effective for fiscal years
beginning on or after December 15, 2009, with early adoption
permitted.  The Company is currently in the process of evaluating the
impact of adopting Staff Position 132(R)-1 on its financial
statements.





In
January 2009, the FASB issued Staff Position No. Emerging Issues Task Force
(“EITF”) 99-20-1, “Amendments
to the Impairment Guidance of EITF Issue No. 99-20” (“EITF 99-20-1”),
which amends the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest Income and
Impairment on Purchased Beneficial Interests and Beneficial Interests That
Continue to Be Held by a Transferor in Securitized Financial Assets," to
achieve more consistent determination of whether an other-than-temporary
impairment has occurred. EITF 99-20-1 also retains and emphasizes the objective
of an other-than-temporary impairment assessment and the related disclosure
requirements in SFAS No. 115, “Accounting for Certain Investments
in Debt and Equity Securities,” and other related
guidance.  EITF 99-20-1 was effective for interim and annual reporting
periods ending after December 15, 2008, and was to be applied
prospectively.  Retroactive application was not permitted. The Company
adopted EITF 99-20-1 on January 1, 2009.  The adoption of EITF 99-20-1
did not have a material impact on the Company.









5




In April
2009, the FASB issued Staff Position No. 141(R)-2, “Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from
Contingencies” (“Staff Position 141(R)-2”). Staff Position 141(R)-2
amends and clarifies SFAS No. 141, “Business Combinations,” to
address the initial recognition and measurement of an asset acquired or a
liability assumed in a business combination that arises from a contingency
provided the asset or liability's fair value on the date of acquisition can be
determined. When the fair value, at the acquisition date, of an asset acquired
or liability assumed in cannot be determined, the FSP requires using the
guidance under SFAS No. 5,
“Accounting for Contingencies,” (FASB ASC 450) and FASB
Interpretation (FIN) No. 14,
“Reasonable Estimation of the Amount of a Loss,” (FASB ASC 450). Staff
Position 141(R)-2 is effective for assets or liabilities arising from
contingencies in business combinations that occur following the start of the
first annual reporting period beginning on or after December 15,
2008.  The adoption of Staff Position 141(R)-2 will impact the
Company’s accounting for and reporting of any acquisitions completed after
January 1, 2009.





In April
2009, the FASB issued Staff Position No. 107-1 and Accounting Principles Board
(“APB”) Opinion No. 28-1, “Interim Disclosures about Fair
Value of Financial Instruments” (“Staff Position 107-1 and APB 28-1”).
Staff Position 107-1 and APB 28-1 amends SFAS No 107, “Disclosures about Fair Value of
Financial Instruments,” and APB Opinion No. 28, “Interim Financial
Reporting,” to require quantitative and qualitative disclosures about
fair value of financial instruments for interim reporting periods of publicly
traded companies as well as in annual reporting periods.  Staff
Position 107-1 and APB 28-1 is effective for interim reporting periods ending
after June 15, 2009, with early adoption permitted. The Company is currently in
the process of evaluating the impact of adopting Staff Position 107-1 and APB
28-1 on its financial statements.





In April
2009, the FASB issued Staff Position No. 115-2 and Staff Position No. 124-2,
“Recognition and Presentation
of Other-Than-Temporary Impairments” (“Staff Position 115-2 and 124-2”).
Staff Position 115-2 and 124-2 amends FASB Staff Position No. 115-1 and Staff
Position No. 124-1, “The
Meaning of Other-Than Temporary Impairment and Its Application to Certain
Investments.” Staff Position 115-2 and 124-2 is intended to bring greater
consistency to the timing of impairment recognition, and provide greater clarity
to investors about the credit and noncredit components of impaired debt
securities that are not expected to be sold. The measure of impairment in
comprehensive income remains fair value. The FSP also requires increased and
more frequent disclosures sought by investors regarding expected cash flows,
credit losses, and an aging of securities with unrealized losses. Staff Position
115-2 and 124-2 is effective for interim and annual periods ending after June
15, 2009, with early adoption permitted.





In April
2009, the FASB issued Staff Position No. 157-4, “Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly” (“Staff
Position 157-4”). FSP FAS 157-4 relates to determining fair values when there is
no active market or where the price inputs being used represent distressed
sales. It reaffirms what SFAS No. 157 states is the objective of fair value
measurement-to reflect how much an asset would be sold for in an orderly
transaction (as opposed to a distressed or forced transaction) at the date of
the financial statements under current market conditions. Specifically, it
reaffirms the need to use judgment to ascertain if a formerly active market has
become inactive and in determining fair values when markets have become
inactive. Staff Position 157-4 is effective for interim and annual periods
ending after June 15, 2009, with early adoption permitted.








6





NOTE
3 – EARNINGS PER COMMON SHARE





Basic
earnings per share (“EPS”) is calculated by dividing net income available to
common stockholders by the weighted-average number of shares of common stock
outstanding during the period. Diluted EPS is computed in a manner similar to
that of basic EPS except that the weighted-average number of common shares
outstanding is increased to include the number of incremental common shares
(computed using the treasury stock method) that would have been outstanding if
all potentially dilutive common stock equivalents (such as stock options and
unvested restricted stock) were vested during the period. At March 31, 2009,
there were 517,337 antidilutive common stock equivalents.   The
adjusted outstanding common shares equals the gross number of common shares
issued less unallocated shares held by the  First Federal Savings Bank
Employee Stock Ownership Plan (“ESOP”), nonvested restricted stock awards under
the Company’s 2007 Deferred Compensation Plan and nonvested restricted stock
awards under the Company’s 2008 Equity Incentive Plan.  Diluted
earnings per share reflect additional common shares that would have been
outstanding if dilutive potential common shares had been
issued.  Potential common shares to be issued include any restricted
shares authorized under the 2007 Deferred Compensation Plan and the 2008 Equity
Incentive Plan.  Unallocated common shares held by the ESOP are shown
as a reduction in stockholders’ equity and are included in the weighted-average
number of common shares outstanding for diluted EPS calculations as they are
committed to be released.





Basic and
diluted earnings per share are computed as follows:





Three
      Months EndedMarch
      31, 2009
                                      
                                      
                                      March
      31, 2008(Unaudited)
                                      
                                      
                                      (Unaudited)Net
      income
                                      
                                      $
                                      169,000
                                      
                                      
                                      $
                                      589,000Weighted-average
      shares - basic EPS
                                      
                                      
                                      4,541,476
                                      
                                      
                                      
                                      4,762,377Weighted-average
      restricted shares:2007
      Deferred Compensation Plan
                                      
                                      
                                      26,771
                                      
                                      
                                      
                                      103,9262008
      Equity Incentive Plan
                                      
                                      
                                      5,634
                                      
                                      
                                      
                                      -Weighted-average
      shares -
                                        ESOP
      committed to be released
                                      
                                      
                                      21,059
                                      
                                      
                                      
                                      -Weighted-average
      shares - diluted EPS
                                      
                                      $
                                      4,594,940
                                      
                                      
                                      $
                                      4,866,303Basic
      earnings per common share
                                      
                                      $
                                      0.04
                                      
                                      
                                      $
                                      0.12Diluted
      earnings per common share
                                      
                                      $
                                      0.04
                                      
                                      
                                      $
                                      0.12







7


NOTE
4 – ACTIVITY IN ALLOWANCE FOR LOAN LOSSES





The
following table summarizes the activity in the allowance for loan losses for the
periods indicated:





Three
      Months EndedMarch
      31, 2009
                        
                        
                        March
      31, 2008(Unaudited)
                        
                        
                        (Unaudited)(Dollars
      in thousands)Balance,
      beginning of year
                        
                        $
                        2,175
                        
                        
                        $
                        1,510Provision
      charged to expense
                        
                        
                        168
                        
                        
                        
                        277Losses
      charged-off, net of recoveries of $5 and $9 for the
                          three
      months ended March 31, 2009 and 2008, respectively
                        
                        
                        (14
                        )
                        
                        
                        -Balance,
      end of period
                        
                        $
                        2,329
                        
                        
                        $
                        1,787





NOTE
5 –FAIR VALUE





SFAS No.
157 establishes a fair value hierarchy which requires an entity to maximize the
use of observable inputs and minimize the use of unobservable inputs when
measuring fair value.  The fair value hierarchy gives the highest
priority to a valuation based on quoted prices in active markets for identical
assets and liabilities (Level 1), moderate priority to a valuation based on
quoted prices in active markets for similar assets and liabilities and/or based
on assumptions that are observable in the market (Level 2), and the lowest
priority to a valuation based on assumptions that are not observable in the
market (Level 3).  The following methods and assumptions are used by
the Company to estimate the fair values of the Company’s financial assets and
liabilities on a recurring basis:





Securities Available for
Sale





The fair
values of securities available for sale are determined by a matrix pricing,
which is a mathematical technique widely used in the industry to value debt
securities without relying exclusively on quoted prices for the specific
securities but rather by relying on the securities’ relationship to other
benchmark quoted securities.  Level 2 securities include U. S. agency
securities, mortgage-backed agency securities, obligations of states and
political subdivisions, asset-backed and other securities.  Level 3
securities include preferred term securities that are not traded in an active
market with a fair value determined by an independent third
party.  The independent third party evaluates quantitative and
qualitative empirical data for past and current market conditions in order to
establish a fair value.





Assets Measured on a
Recurring Basis





Assets
measured at fair value on a recurring basis are summarized below:





(Dollars
      in thousands)
                  
                  March
      31, 2009
                  
                  
                  Quoted
      Prices in Active Markets for Identical Assets
                    (Level
      1)
                  
                  
                  Significant
      Other Observable Inputs
                    (Level
      2)
                  
                  
                  Significant
      Unobservable Inputs
                    (Level
      3)Assets:Available
      for sale securities
                  
                  $
                  129,581
                  
                  
                  
                  --
                  
                  
                  $
                  129,284
                  
                  
                  $
                  297





(Dollars
      in thousands)Balance,
      January 1, 2009
                
                $
                566Unrealized
      losses included in other comprehensive income
                
                
                (246
                )Balance,
      March 31, 2009
                
                $
                320






8




Certain
assets may be recorded at fair value on a nonrecurring basis.  These
nonrecurring fair value adjustments typically are a result of the application of
lower of cost or market accounting or a write-down occurring during the
period.  As of March 31, 2009, the Company did not have any
nonrecurring fair value adjustments recorded.  The following methods
and assumptions are used by the Company to estimate the fair values of the
Company’s financial assets and liabilities on a nonrecurring basis:





Loans Held For
Sale





Loans
held for sale are carried at the lower of cost or market value and represent
loans that are awaiting delivery to a specific committed buyer.  The
fair value of loans held for sale is based on specific prices committed to be
paid for each individual loan.  As such the Company classifies loans
held for sale subject to fair value adjustments as Level 1.





Other Real Estate
Owned





Other
real estate owned is carried at lower of cost or estimated fair
value.  The estimated fair vale of the real estate is determined
through current appraisals, and adjusted as necessary, by management, to reflect
current market conditions.  As such, other real estate owned is
generally classified as Level 3.





Assets
and liabilities measured at fair value on a non-recurring basis at March 31,
2009, are summarized below:





Fair
      Value Measurements at March 31, 2009 Using(Dollars
      in thousands)
                
                March
      31, 2009
                
                
                Quoted
      Prices in Active Markets for Identical Assets
                  (Level
      1)
                
                
                Significant
      Other Observable Inputs
                  (Level
      2)
                
                
                Significant
      Unobservable Inputs
                  (Level
      3)Assets:Other
      real estate owned
                
                $
                60
                
                
                $
                --
                
                
                
                --
                
                
                $
                60Loans
      held for sale
                
                
                1,772
                
                
                
                1,772





Item 2.                        Management’s
Discussion and Analysis of Financial Condition and Results of
Operation





Management’s
discussion and analysis of the Company’s financial condition and results of
operations is intended to assist in understanding the financial condition and
results of operations of the Company.  The information contained in
this section should be read in conjunction with the unaudited condensed
consolidated financial statements and footnotes appearing in Part I, Item 1 of
this report and the audited consolidated financial statements and notes thereto
included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2008, filed with the SEC on March 25, 2009.





Forward-Looking
Statements.





This
quarterly report contains forward-looking statements that are based on
assumptions and may describe future plans, strategies, and expectations of First
Advantage Bancorp. These forward-looking statements are generally identified by
use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,”
“project,” or similar expressions. The Company’s ability to predict results or
the actual effect of future plans or strategies is inherently uncertain. Factors
which could have a material adverse effect on the operations of the Company and
its subsidiary include, but are not limited to, changes in interest rates,
national and regional economic conditions, legislative and regulatory changes,
monetary and fiscal policies of the U.S. government, including policies of the
U.S. Treasury and the Federal Reserve Board, the quality and composition of the
loan or investment portfolios, demand for loan products, deposit flows,
competition, demand for financial services in First Federal Savings Bank’s
market area, changes in real estate market values in First Federal Savings
Bank’s market area, changes in relevant accounting principles and guidelines and
the inability of third party service providers to perform.







9




These
risks and uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. Except as
required by applicable law or regulation, the Company does not undertake, and
specifically disclaims any obligation, to release publicly the result of any
revisions that may be made to any forward-looking statements to reflect events
or circumstances after the date of the statements or to reflect the occurrence
of anticipated or unanticipated events.





General.





The Bank
provides commercial and retail banking services, including commercial real
estate loans, one-to-four family residential mortgage loans, home equity loans
and lines of credit and consumer loans as well as certificates of deposit,
checking accounts, money-market accounts and savings accounts within its market
area.  At March 31, 2009, the Company had total assets of $342.2
million, deposits of $199.3 million and shareholders’ equity of $71.1 million.
Unless otherwise indicated, all references to the Company refer collectively to
the Company and the Bank.





Application
of Critical Accounting Policies.





The
discussion and analysis of the Company’s financial condition and results of
operation is based upon the Company’s unaudited condensed consolidated financial
statements, which have been prepared in conformity with GAAP for interim
financial information and with the instructions for Form 10-Q.  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.  The Company
considers the allowance for loan losses and other-than-temporary impairment of
securities to be its only critical accounting policies.





Allowance for Loan
Losses.The Company maintains the allowance for loan losses at
a level that it considers to be adequate to provide for credit losses inherent
in its loan portfolio.  Management determines the level of the
allowance by performing a quarterly analysis that considers concentrations of
credit, past loss experience, current economic conditions, the amount and
composition of the loan portfolio (including nonperforming and potential problem
loans), the estimated fair value of underlying collateral, and other information
relevant to assessing the risk of loss inherent in the loan
portfolio.  As a result of management’s analysis, a range of potential
amounts of the allowance for loan losses is determined.





Currently,
management is closely monitoring the impact of troop deployments at Fort
Campbell Military Base, a local U. S. Army installation that plays a significant
role in the economy of the Bank’s primary market area.  Additionally,
given the Bank’s concentration in real estate secured loans, management is
continuing to closely monitor trends in the local real estate market to assess
any related impact on the loan portfolio and potential delinquencies or credit
losses.





The
Company continually monitors the adequacy of the allowance for loan losses and
make additions to the allowance in accordance with the analysis described above.
Because of uncertainties inherent in estimating the appropriate level of the
allowance for loan losses, actual results may differ from management’s estimate
of credit losses and the related allowance.





Other-than-temporary Impairment of
Securities.Investments that we currently own could suffer
declines in fair value that become other-than-temporary.  We monitor
our portfolio continuously and actively manage our investments to preserve
values whenever possible.  When, in the opinion of management, a
decline in the fair value of an investment is considered to be
other-than-temporary, such investment is written-down to its fair
value.  The amount written-down is recorded in earnings as an
other-than-temporary impairment on investments.  We did not record any
other-than-temporary impairment of securities during the first quarter of
2009.







10




Comparison
of Financial Condition at March 31, 2009 and December 31, 2008





Assets. At March 31, 2009,
total assets were $342.2 million, an increase of $3.8 million, or
1.1%, compared to $338.4 million at December 31, 2008.  The
increase in assets was primarily attributable to a $5.3 million increase in
net loans, which was partially offset by a decrease of $2.1 million in time
deposits at other banks.





Cash and Cash Equivalents.
Cash and cash equivalents were $9.2 million at March 31, 2009 compared to
$12.2 million at December 31, 2008.  The decrease was
primarily due to maturities of time deposits at other banks which were not
renewed.





Investments.  Our
investment securities portfolio consists primarily of U.S. government and
callable federal agency bonds and U.S. government agency mortgage-backed
securities, with a relatively smaller investment in obligations of state and
political subdivisions and other securities.  Total securities
remained relatively stable at $129.6 million at March 31, 2009 compared to
$129.1 million as of December 31, 2008.





Loans.  Net loans
increased $5.3 million, or 3.0%, to $181.7 million at March 31, 2009
compared to $176.4 million as of December 31, 2008.  Our primary
lending activity is the origination of loans secured by real estate which grew
to $147.5 million at March 31, 2009 compared to $141.9 million as of
December 31, 2008.  The Company does not originate sub-prime
residential mortgage loans, nor does it hold any in its loan portfolio or hold
any investment securities that are collateralized by sub-prime residential
mortgage loans.





Loan Loss
Allowance.  The allowance for loan losses increased by
$154,000, or 7.1%, to $2.3 million at March 31, 2009 compared to $2.2 million as
of December 31, 2008.  Asset quality remained steady throughout the
first quarter of 2009.   The quality of the Company’s loan
portfolio continues to rely heavily on the resilience of the local real estate
market and a significant deterioration in that market or other negative economic
conditions could have a negative impact on the Company’s results.





Non-performing
assets (consisting of nonaccrual loans and real estate owned) totaled $833,000
at March 31, 2009 compared to $830,000 at December 31, 2008.  The
Bank’s management reviews the level of the allowance for loan losses on a
regular basis and establishes the provision for loan losses based upon the
volume and types of lending, delinquency levels, loss experience, the amount of
impaired and classified loans, economic conditions and other relevant factors
related to the collectability of the loan portfolio.  The provision
was increased primarily due to the growth in the loan portfolio and, to a lesser
extent, changes in economic conditions and changes in the mix of loans in the
Bank’s portfolio.





Deposits. Total deposits
increased by $12.5 million, or 6.7%, to $199.3 million at March 31, 2009
compared to $186.8 million as of December 31, 2008.  During the first
quarter of 2009, the Company experienced an increase of $8.4 million in savings,
interest checking and money market accounts, certificates of deposits increased
$5.3 million and demand deposits decreased $1.3 million.





Borrowings.During
the first quarter of 2009, excess funds of $10.6 million were used to pay-down
advances from the Federal Home Loan Bank of Cincinnati (“FHLB”).  At
March 31, 2009 FHLB advances totaled $28.0 million compared to $38.6 million at
December 31, 2008.   Additionally, securities sold under
agreements to repurchase totaled $6.4 million as of March 31, 2009 compared to
$5.0 million as of December 31, 2008.  Total borrowings with other
banks totaled $35.0 million at both March 31, 2009 and at December 31,
2008.







11




Shareholders’ Equity. Total
shareholders’ equity increased by $881,000 to $71.1 million as of March 31,
2009, compared to $70.3 million as of December 31, 2008.  The increase
in shareholders’ equity was due primarily to an increase of $671,000 in
comprehensive income related to available for sale securities  (net of tax)
and net income of $169,000 during the period, which were partially offset by the
payment of dividends to shareholders totaling $228,000 during the first quarter
of 2009.





Comparison
of Operating Results for the Three Months Ended March 31, 2009 and
2008





General.  Net income
for the three months ended March 31, 2009 was $169,000 compared with net
income of $589,000 for the three months ended March 31, 2008, a decrease of
$420,000.  The decrease was primarily due to an increase of $253,000
in non-interest expense, an increase of $244,000 in the provision for income
taxes and a decrease in non-interest income of $229,000. These negative factors
were partially offset by a decrease of $109,000 in the provision for loan losses
and an increase of $197,000 in net interest income.





Net Interest
Income.  Net interest income increased $197,000, or 8.2%, to
$2.6 million for the three months ended March 31, 2009 compared to the
three months ended March 31, 2008.  Total interest income increased by
$450,000 or 11.7%, to $4.3 million for the three months ended March 31,
2009 compared to the same period of the prior year.





Income on
interest-earning deposits decreased by 81.7% to $11,000 at March 31, 2009 as the
average outstanding balance declined by $2.5 million, or 45.2%, to
$3.0 million during the period, primarily as a result of maturities of $2.1
million in time deposits with other banks which were not renewed.





Interest
income on loans increased by 30.8% to $2.6 million as of March 31, 2009
compared to $2.0 million as of March 31, 2008 as average outstanding loans
increased by $51.4 million, or 40.9%, to $177.1 million, while the
yield on the portfolio fell by 41 basis points, due primarily to competitive
pressures in the market and the lower prime lending rate resulting from the
Federal Reserve’s aggressive cuts in the target fed funds rate.





Interest
income on investment securities decreased by $109,000, or 6.3%, to $1.6 million
as of March 31, 2009 from the same period one year ago.  Average
balances increased $5.7 million; however, average yields decreased 55 basis
points.





Total
interest expense increased by $253,000, or 17.6% for the three months ended
March 31, 2009 as compared to the three months ended March 31,
2008.  The primary factor contributing to the increase in interest
expense was the $325,000 interest paid on borrowings with other banks which
resulted from the Company’s $35.0 million leverage transaction that occurred
during the second quarter of 2008.





The
average balance of interest-bearing deposits increased 14.5% to
$178.9 million as of March 31, 2009 compared to March 31,
2008.  Interest paid on interest-bearing deposits declined by $53,000,
or 4.2%, to $1.2 million for the period ended March 31, 2009 as the average
interest rate paid declined 52 basis points, primarily as a result of lower
interest rates paid due to the Federal Reserve’s actions to lower the target fed
funds rate.  Interest paid on FHLB advances and other borrowings
decreased $19,000 or 11.5% while FHLB advances and other borrowings increased to
an average of $36.7 million at March 31, 2009, compared to $22.2 million as of
March 31, 2008.


12





The
following table summarizes average balances and average yields and costs for the
three months ended March 31, 2009 and 2008.





Average
      Balance Sheet for theThree Months Ended March
      31,2009
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              2008Interest
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              InterestAverage
                                              
                                              
                                              Income/
                                              
                                              
                                              Yield/
                                              
                                              
                                              Average
                                              
                                              
                                              Income/
                                              
                                              
                                              Yield/Balance
                                              
                                              
                                              Expense
                                              
                                              
                                              Rate
                                              
                                              
                                              Balance
                                              
                                              
                                              Expense
                                              
                                              
                                              Rate(Dollars
      in thousands)ASSETS:Interest-earning
      assets:Interest-earning
      deposits at other banks
                                              
                                              $
                                              3,002
                                              
                                              
                                              $
                                              11
                                              
                                              
                                              
                                              1.49
                                              %
                                              
                                              $
                                              5,477
                                              
                                              
                                              $
                                              60
                                              
                                              
                                              
                                              4.41
                                              %Loans
                                              
                                              
                                              177,129
                                              
                                              
                                              
                                              2,604
                                              
                                              
                                              
                                              5.96
                                              %
                                              
                                              
                                              125,690
                                              
                                              
                                              
                                              1,991
                                              
                                              
                                              
                                              6.37
                                              %Investment
      securities
                                              
                                              
                                              128,034
                                              
                                              
                                              
                                              1,616
                                              
                                              
                                              
                                              5.12
                                              %
                                              
                                              
                                              122,348
                                              
                                              
                                              
                                              1,725
                                              
                                              
                                              
                                              5.67
                                              %Other
      interest-earning assets
                                              
                                              
                                              5,105
                                              
                                              
                                              
                                              59
                                              
                                              
                                              
                                              4.69
                                              %
                                              
                                              
                                              4,471
                                              
                                              
                                              
                                              64
                                              
                                              
                                              
                                              5.76
                                              %Total
      interest-earning assets
                                              
                                              
                                              313,270
                                              
                                              
                                              
                                              4,290
                                              
                                              
                                              
                                              5.55
                                              %
                                              
                                              
                                              257,986
                                              
                                              
                                              
                                              3,840
                                              
                                              
                                              
                                              5.99
                                              %Non-interest-earning
      assets
                                              
                                              
                                              23,320
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              13,092Total
                                              
                                              
                                              $
                                              336,590
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              271,078LIABILITIES
      AND SHAREHOLDERS' EQUITY:Interest-bearing
      deposits
                                              
                                              $
                                              178,859
                                              
                                              
                                              
                                              1,219
                                              
                                              
                                              
                                              2.76
                                              %
                                              
                                              $
                                              156,196
                                              
                                              
                                              $
                                              1,272
                                              
                                              
                                              
                                              3.28
                                              %FHLB
      advances and other borrowings
                                              
                                              
                                              36,745
                                              
                                              
                                              
                                              146
                                              
                                              
                                              
                                              1.61
                                              %
                                              
                                              
                                              22,152
                                              
                                              
                                              
                                              165
                                              
                                              
                                              
                                              3.00
                                              %Long-term
      borrowings with other banks
                                              
                                              
                                              35,000
                                              
                                              
                                              
                                              325
                                              
                                              
                                              
                                              3.77
                                              %
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Total
      Interest-Bearing Liabilities
                                              
                                              
                                              250,604
                                              
                                              
                                              
                                              1,690
                                              
                                              
                                              
                                              2.73
                                              %
                                              
                                              
                                              178,348
                                              
                                              
                                              
                                              1,437
                                              
                                              
                                              
                                              3.24
                                              %Non-interest-bearing
      deposits
                                              
                                              
                                              13,370
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              9,565Other
      non-interest-bearing liabilities
                                              
                                              
                                              2,420
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              3,300Shareholders'
      equity
                                              
                                              
                                              70,196
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              79,865Total
                                              
                                              
                                              $
                                              336,590
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              271,078Net
      Interest Income
                                              
                                              
                                              
                                              
                                              
                                              $
                                              2,600
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              2,403Net
      Yield on Earning Assets
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              3.37
                                              %
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              3.75
                                              %Interest
      rate spread
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              2.82
                                              %
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              2.75
                                              %Average
      interest-earning assets toaverage
      interest-bearing liabilities
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              125.01
                                              %
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              144.65
                                              %








13


Rate/VolumeAnalysis.The
following table sets forth the effects of changing rates and volumes on our net
interest income.  The rate column shows the effects attributable to
changes in rates (changes in rate multiplied by prior volume).  The
volume column shows the effects attributable to changes in volume (changes in
volume multiplied by prior rate).  The net column represents the sum
of the prior columns.  Changes attributable to changes in both rate
and volume that cannot be segregated have been allocated proportionately between
rate and volume.






Three
      Months EndedMarch
      31, 2009 Compared to March 31, 2008Increase
      (Decrease) Due ToVolume
                            
                            
                            Rate
                            
                            
                            Net(Dollars
      in thousands)Interest
      earned on:Interest-earning
      assets:Interest-earning
      demand deposits
                            
                            $
                            16
                            
                            
                            $
                            (65
                            )
                            
                            $
                            (49
                            )Loans
                            
                            
                            996
                            
                            
                            
                            (383
                            )
                            
                            
                            613Investment
      securities
                            
                            
                            831
                            
                            
                            
                            (940
                            )
                            
                            
                            (109
                            )Other
      interest-earning assets
                            
                            
                            (125
                            )
                            
                            
                            120
                            
                            
                            
                            (5
                            )Total
      earning assets
                            
                            
                            1,718
                            
                            
                            
                            (1,268
                            )
                            
                            
                            450Interest
      paid on:Interest
      bearing deposits
                            
                            $
                            (723
                            )
                            
                            $
                            670
                            
                            
                            $
                            (53
                            )FHLB
      advances and other borrowings
                            
                            
                            (51
                            )
                            
                            
                            32
                            
                            
                            
                            (19
                            )Long-term
      borrowings at other banks
                            
                            
                            325
                            
                            
                            
                            -
                            
                            
                            
                            325Total
      interest-bearing liabilities
                            
                            
                            (449
                            )
                            
                            
                            702
                            
                            
                            
                            253Net
      interest income (loss)
                            
                            $
                            2,167
                            
                            
                            $
                            (1,970
                            )
                            
                            $
                            197


Provision for Loan
Losses.  We recorded a provision for loan losses of $168,000
for the three months ended March 31, 2009 compared to a provision of $277,000
for the three months ended March 31, 2008.  The Bank’s management
reviews the level of the allowance for loan losses on a regular basis and
establishes the provision for loan losses based upon the volume and types of
lending, delinquency levels, loss experience, the amount of impaired and
classified loans, economic conditions and other relevant factors related to the
collectability of the loan portfolio.  The provision was higher for
the first quarter of 2008 primarily due to the rapid growth in the Bank’s loan
portfolio during that quarter and, to a lesser extent, changes in economic
conditions and in the mix of loans in the Bank’s portfolio.





Non-interest
Income.The following
table summarizes non-interest income for the three months ended March 31, 2009
and 2008 and the percentage change for each category of
income.






14




Three
      Months Ended March 31,2009
                          
                          
                          2008
                          
                          
                          %
      Change(Dollars
      in thousands)Non-interest
      IncomeCustomer
      service and other fees
                          
                          $
                          280
                          
                          
                          $
                          263
                          
                          
                          
                          6.46
                          %Loan
      servicing and other fees
                          
                          
                          16
                          
                          
                          
                          9
                          
                          
                          
                          77.78
                          %Net
      gains on loan sales
                          
                          
                          279
                          
                          
                          
                          180
                          
                          
                          
                          55.00
                          %Net
      realized gain on sales of available-for-sale securities
                          
                          
                          -
                          
                          
                          
                          33
                          
                          
                          
                          (100.00
                          )
      %Commissions
      on insurance and brokerage
                          
                          
                          29
                          
                          
                          
                          78
                          
                          
                          
                          (62.82
                          )
      %Net
      loss on premises and equipment
                          
                          
                          (1
                          )
                          
                          
                          (16
                          )
                          
                          
                          93.75
                          %Net
      gain on sales of assets-held-for sale
                          
                          
                          -
                          
                          
                          
                          283
                          
                          
                          
                          (100.00
                          )
      %Other
                          
                          
                          5
                          
                          
                          
                          7
                          
                          
                          
                          (28.57
                          )
      %Total
      non-interest income
                          
                          $
                          608
                          
                          
                          $
                          837
                          
                          
                          
                          (27.36
                          )
      %


Non-interest
income for the three months ended March 31, 2009 was $608,000 compared to
$837,000 for the three months ended March 31, 2008.  The decrease was
due primarily to a non-recurring realized gain on the sale of other assets
held-for-sale of $283,000 related to the sale of the Bank’s former main office
during the first quarter of 2008.





Net gains
on loan sales increased by $99,000, or 55.0%, as refinancing activity increased
in the first quarter.  Insurance and brokerage commissions decreased
by $49,000, or 62.8%, as the brokerage business declined substantially due to
current adverse equity market conditions.





Non-interest Expense. The
following table summarizes non-interest expense for the three months ended March
31, 2009 and 2008 and the percentage change for each expense category.




Three
      Months Ended March 31,2009
                        
                        
                        2008
                        
                        
                        %
      Change(Dollars
      in Thousands)Non-interest
      ExpenseSalaries
      and employee benefits
                        
                        $
                        1,469
                        
                        
                        $
                        1,488
                        
                        
                        
                        (1.28
                        )
      %Net
      occupancy expense
                        
                        
                        139
                        
                        
                        
                        130
                        
                        
                        
                        6.92
                        %Equipment
      expense
                        
                        
                        150
                        
                        
                        
                        142
                        
                        
                        
                        5.63
                        %Data
      processing fees
                        
                        
                        243
                        
                        
                        
                        194
                        
                        
                        
                        25.26
                        %Professional
      fees
                        
                        
                        166
                        
                        
                        
                        206
                        
                        
                        
                        (19.42
                        )
      %Marketing
      expense
                        
                        
                        54
                        
                        
                        
                        46
                        
                        
                        
                        17.39
                        %Office
      expense
                        
                        
                        81
                        
                        
                        
                        78
                        
                        
                        
                        3.85
                        %Losses
      on foreclosed assets, net
                        
                        
                        1
                        
                        
                        
                        3
                        
                        
                        
                        (66.67
                        )
      %Insurance
      expense
                        
                        
                        21
                        
                        
                        
                        25
                        
                        
                        
                        (16.00
                        )
      %Mortgage
      loan outsourced servicing
                        
                        
                        9
                        
                        
                        
                        18
                        
                        
                        
                        (50.00
                        )
      %Other
                        
                        
                        472
                        
                        
                        
                        222
                        
                        
                        
                        112.61
                        %Total
      non-interest expense
                        
                        $
                        2,805
                        
                        
                        $
                        2,552
                        
                        
                        
                        9.91
                        %





Non-interest
expense increased $253,000 to $2.8 million for the three months ended March 31,
2009 from $2.6 million for the comparable period in 2008.  The
increase in other expense was mainly attributable to higher FDIC deposit
insurance premiums due to an industry-wide increase in assessment rates during
the first quarter of 2009.  For the first quarter of 2009, FDIC
deposit insurance premiums increased $140,000, from the same period last
year.  The Bank’s FDIC deposit insurance cost was only $74,000 during
2008 due to a one time credit given by the FDIC.  With higher
assessment rates starting in the second quarter of 2009 and a proposed one-time
special assessment at June 30, 2009, the cost of insuring deposits is expected
to continue to increase and be significantly higher in 2009 as compared to
2008.







15




Additionally,
data processing charges were higher by $49,000, or 25.3%, due to expanded
service offerings and rate increases from our primary data processing
provider.  Professional fees declined by $40,000, or 19.4%, primarily
due to lower audit and tax expense resulting from changing our external auditors
during the second half of 2008.





Income Taxes.  The
provision for income taxes for the quarter ended March 31, 2009 was $66,000, an
increase of $244,000 compared to the same period of 2008.  During the
first quarter of 2008 management reduced its FIN 48 tax liability by $251, which
resulted in a credit for income taxes of $178,000.





Liquidity Management.
Liquidity is the ability to meet current and future financial obligations of a
short-term nature. Our primary sources of funds consist of deposit inflows, loan
repayments, maturities and sales of investment securities and borrowings from
the Federal Home Loan Bank of Cincinnati. While maturities and scheduled
amortization of loans and securities are predictable sources of funds, deposit
flows and mortgage prepayments are greatly influenced by general interest rates,
economic conditions and competition.





We
regularly adjust our investments in liquid assets based upon our assessment of
(1) expected loan demand, (2) expected deposit flows, (3) yields
available on interest-earning deposits and securities and (4) the
objectives of our asset/liability management policy.





Our most
liquid assets are cash and cash equivalents and interest-bearing deposits. The
levels of these assets depend on our operating, financing, lending and investing
activities during any given period. At March 31, 2009, cash and cash equivalents
totaled $9.2 million. Securities classified as available-for-sale, totaling
$129.6 million at March 31, 2009, provide additional sources of liquidity.
In addition, at March 31, 2009, our maximum collateral borrowing capacity was
approximately $70.7 million from the Federal Home Loan Bank of Cincinnati. At
March 31, 2009, we had $28.0 million of Federal Home Loan Bank advances
outstanding.





Capital
Management.  The Bank is subject to various regulatory capital
requirements administered by the Office of Thrift Supervision, including a
risk-based capital measure. The risk-based capital guidelines include both a
definition of capital and a framework for calculating risk-weighted assets by
assigning balance sheet assets and off-balance sheet items to broad risk
categories. At March 31, 2009, the Bank exceeded all of our regulatory capital
requirements and was considered “well capitalized” under regulatory
guidelines.





Tier
      1 Core Capital (to adjusted total assets)
                
                
                12.01
                %Tangible
      Equity Ratio (to tangible assets)
                
                
                12.01
                %Tier
      1 Risk-Based Capital (to risk-weighted assets)
                
                
                18.23
                %Total
      Risk-Based Capital (to risk-weighted assets)
                
                
                19.25
                %





Dividends.  The
Board of Directors of the Company declared and paid dividends per common share
of $0.05 during the first quarter of 2009.  The dividend payout ratio,
representing dividends per share divided by diluted earnings per share, was
166.7%.  The dividend payout is continually reviewed by management and
the Board of Directors.





Off-Balance Sheet
Arrangements. In the normal course of operations, we engage in a variety
of financial transactions that, in accordance with generally accepted accounting
principles are not recorded in our financial statements. These transactions
involve, to varying degrees, elements of credit, interest rate and liquidity
risk. Such transactions are used primarily to manage customers’ requests for
funding and take the form of loan commitments and lines of credit.







16





For the
three months ended March 31, 2009, we did not engage in any off-balance sheet
transactions reasonably likely to have a material effect on our financial
condition, results of operations or cash flows.





Effects of Inflation and Changing
Prices.The unaudited condensed consolidated interim financial
statements and related financial data presented in this interim report have been
prepared according to GAAP, which requires the measurement of financial position
and operating results in terms of historical dollars without considering the
change in the relative purchasing power of money over time due to
inflation.  The primary impact of inflation on our operations is
reflected in increased operating costs.  Unlike most industrial
companies, virtually all the assets and liabilities of a financial institution
are monetary in nature.  As a result, interest rates generally have a
more significant impact on a financial institution’s performance than do general
levels of inflation.  Interest rates do not necessarily move in the
same direction or the same extent as the prices of goods and
services.





Item 3.
Quantitative and Qualitative Disclosures About Market Risk.





We
believe that, at March 31, 2009, there has not been any material change in the
disclosure regarding this item as set forth in our Annual Report on Form 10-K
for the year ended December 31, 2008, as filed with the SEC on March 25,
2009.





Item
4T.  Controls and Procedures.





The
Company’s management, including the Company’s principal executive officer and
principal financial officer, has evaluated the effectiveness of the Company’s
“disclosure controls and procedures,” as such term is defined in
Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended, (the “Exchange Act”). Based upon their evaluation, the principal
executive officer and principal financial officer concluded that, as of the end
of the period covered by this report, the Company’s disclosure controls and
procedures were effective for the purpose of ensuring that the information
required to be disclosed in the reports that the Company files or submits under
the Exchange Act with the SEC (1) is recorded, processed, summarized, and
reported within the time periods specified in the SEC’s rules and forms, and
(2) is accumulated and communicated to the Company’s management, including
its principal executive and principal financial officers, as appropriate to
allow timely decisions regarding required disclosure. In addition, based on that
evaluation, no change in the Company’s internal control over financial reporting
occurred during the quarter ended March 31, 2009 that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.





PART
II. OTHER INFORMATION





Item 1.
Legal Proceedings.





At March
31, 2009 the Company was not a party to any pending legal
proceedings.  At March 31, 2009, First Federal Savings Bank was not a
party to any pending legal proceedings other than routine legal proceedings
occurring in the ordinary course of business. Such routine legal proceedings, in
the aggregate, are believed by management to be immaterial to the Bank’s
financial condition and results of operations.





Item 1A.
Risk Factors.





For
information regarding the Company’s risk factors, see “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as
filed with the SEC on March 25, 2009.  As of March 31, 2009, the risk
factors of the Company have not changed materially from those disclosed in the
Form 10-K.







17





Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.





The
Company’s board of directors has authorized one stock repurchase
program.  The stock repurchase program allows the Company to
proactively manage its capital position and return excess capital to
shareholders.  Under the stock repurchase program, which was approved
on December 17, 2008, the Company was authorized to repurchase up to 263,234
shares or 5.0%, of the Company’s outstanding common stock, through open market
purchases or privately negotiated transactions, from time to time, depending on
market conditions and other factors.  There is no guarantee as to the
exact number of shares to be repurchased by the Company.





The
following table provides information with respect to purchases made by or on
behalf of the Company or any “affiliated purchaser” (as defined in Rule
10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common
stock during the most recent fiscal quarter.





Period
                    
                    Total
      Number of
                      Shares
      Purchased
                    
                    
                    Average
      Price
                      Paid
      Per Share
                    
                    
                    Total
      Number of
                      Shares
      Purchased
                      as
      Part of Publicly
                      Announced
      Programs
                    
                    
                    Maximum
                      Number
      of Shares
                      That
      May Yet Be
                      Purchased
      Under
                      the
      Programs at the
                      End
      of the PeriodJanuary
      1, 2009 to January 31, 2009
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    -
                    
                    
                    
                    263,234February
      1, 2009 to February 28, 2009
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    263,234March
      1, 2009 to March 31, 2009
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    263,234Total
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    -
                    
                    
                    
                    263,234





Item 3.
Defaults Upon Senior Securities.





None





Item 4.
Submission of Matters to a Vote of Security Holders.





None





Item 5.
Other Information.





None





Item 6.
Exhibits





3.1
            Charter
      of First Advantage Bancorp (1)3.2
            Bylaws
      of First Advantage Bancorp (1)4.0
            Form
      of Stock Certificate of First Advantage Bancorp (1)31.1
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer31.2
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer32.0
            Section
      1350 Certification(1)
            Incorporated
      herein by reference to the exhibits to the Company’s Registration
      Statement on Form S-1 (File 333-144454), as amended, initially filed with
      the Securities and Exchange Commission on July 10,
  2007.








18











SIGNATURES





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





FIRST ADVANTAGE BANCORP

















Dated:                      May
      11, 2009
            By:           /s/Earl O. Bradley, IIIEarl
      O. Bradley, IIIChief
      Executive OfficerDated:                      May
      11, 2009
            By:           /s/Patrick C. GreenwellPatrick
      C. GreenwellChief
      Financial Officer








19