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,
2010





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 Data 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        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 7,
2010 was 3,997,184.










FIRST
ADVANTAGE BANCORP





Table
of Contents





PagePart
      I. Financial InformationItem
      1.
            Condensed
      Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December
      31, 2009
            3Unaudited
      - Condensed Consolidated Statements of Income for the Three Months Ended
      March 31, 2010 and 2009
            4Unaudited
      - Condensed Consolidated Statements of  Stockholders’ Equity for
      the Three Months Ended March 31, 2010 and 2009
            5Unaudited
      - Condensed Consolidated Statements of Cash Flows for the Three Months
      Ended March 31, 2010 and 2009
            6Notes
      to Unaudited Condensed Consolidated Financial Statements
            7Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            16Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            23Item
      4T.
            Controls
      and Procedures
            23Part
      II.  Other InformationItem
      1.
            Legal
      Proceedings
            23Item
      1A.
            Risk
      Factors
            23Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            24Item
      3.
            Defaults
      Upon Senior Securities
            24Item
      4.
            (Removed
      and Reserved)
            24Item
      5.
            Other
      Information
            25Item
      6.
            Exhibits
            25SIGNATURES
            26





2





First
      Advantage BancorpCondensed
      Consolidated Balance Sheets(Dollars
      in thousands, except share amounts)
            
            March
      31,2010
            
            
            December
      31,(Unaudited)
            
            
            2009AssetsCash
      and due from banks
            
            $
            6,233
            
            
            $
            9,204Interest-bearing
      deposits with banks
            
            
            666
            
            
            
            1,686Federal
      funds sold
            
            
            375
            
            
            
            975Cash
      and cash equivalents
            
            
            7,274
            
            
            
            11,865Available-for-sale
      securities, at fair value
            
            
            88,359
            
            
            
            98,739Loans
      held for sale
            
            
            1,423
            
            
            
            2,265Loans,
      net of allowance for loan losses of $2,803 and $2,813 atMarch
      31, 2010 and December 31, 2009, respectively
            
            
            227,322
            
            
            
            211,137Premises
      and equipment, net
            
            
            7,823
            
            
            
            7,903Foreclosed
      assets held for sale
            
            
            779
            
            
            
            301Federal
      Home Loan Bank stock
            
            
            2,988
            
            
            
            2,988Accrued
      interest receivable
            
            
            1,450
            
            
            
            1,457Income
      taxes receivable
            
            
            2,353
            
            
            
            2,529Deferred
      tax asset
            
            
            2,359
            
            
            
            2,421Other
      assets
            
            
            2,606
            
            
            
            2,619Total
      assets
            
            $
            344,736
            
            
            $
            344,224Liabilities
      and Shareholders' EquityLiabilitiesDepositsDemand
            
            $
            16,503
            
            
            $
            19,426Savings,
      checking and money market
            
            
            116,266
            
            
            
            109,706Time
      certificates
            
            
            84,449
            
            
            
            87,108Total
      deposits
            
            
            217,218
            
            
            
            216,240Securities
      sold under agreement to repurchase
            
            
            5,762
            
            
            
            6,883Federal
      Home Loan Bank advances
            
            
            13,000
            
            
            
            13,000Borrowings
      with other banks
            
            
            35,000
            
            
            
            35,000Interest
      payable and other liablilities
            
            
            4,946
            
            
            
            2,575Total
      liabilities
            
            
            275,926
            
            
            
            273,698Commitments
      and contingencies
            
            
            -
            
            
            
            -Shareholders'
      EquityPreferred
      stock, $0.01 par value, 10,000,000 shares authorized,no
      shares issued or outstanding at March 31, 2010 orDecember
      31, 2009
            
            
            -
            
            
            
            -Common
      stock, $0.01 par value 50,000,000 shares authorized,4,967,495
      shares issued and 4,360,372 outstandingat
      March 31, 2010 and 5,171,395 shares issued and 4,470,984
              outstanding
      at December 31, 2009
            
            
            50
            
            
            
            52Additional
      paid-in-capital
            
            
            50,035
            
            
            
            51,915Common
      stock acquired by benefit plan:Restricted
      stock
            
            
            (837
            )
            
            
            (837
            )Unallocated
      common stock held by:Employee
      Stock Ownership Plan trust
            
            
            (3,496
            )
            
            
            (3,496
            )Benefit
      plans
            
            
            (2,773
            )
            
            
            (2,773
            )Retained
      earnings
            
            
            23,276
            
            
            
            23,210Accumulated
      other comprehensive income
            
            
            2,555
            
            
            
            2,455Total
      shareholders' equity
            
            
            68,810
            
            
            
            70,526Total
      liabilities and shareholders' equity
            
            $
            344,736
            
            
            $
            344,224See
      accompanying notes to unaudited condensed consolidated financial
      statements.






3





First
      Advantage BancorpUnaudited
      - Condensed Consolidated Statements of Income(Dollars
      in thousands, except share and per share data)Three
      Months EndedMarch
      31,2010
            
            
            2009Interest
      and dividend incomeLoans
            
            $
            3,220
            
            
            $
            2,604Investment
      securities
            
            
            1,090
            
            
            
            1,616Other
            
            
            55
            
            
            
            70Total
      interest and dividend income
            
            
            4,365
            
            
            
            4,290Interest
      expenseDeposits
            
            
            914
            
            
            
            1,219Borrowings
            
            
            443
            
            
            
            471Total
      interest expense
            
            
            1,357
            
            
            
            1,690Net
      interest income
            
            
            3,008
            
            
            
            2,600Provision
      for loan losses
            
            
            227
            
            
            
            168Net
      interest income after provision for loan losses
            
            
            2,781
            
            
            
            2,432Non-interest
      incomeService
      charges on deposit accounts and other fees
            
            
            306
            
            
            
            280Loan
      servicing and other fees
            
            
            21
            
            
            
            16Net
      gains on sales of mortgage loans held for sale
            
            
            221
            
            
            
            279Net
      realized gain on sales of available-for-sale securities
            
            
            7
            
            
            
            -Insurance
      and brokerage commissions
            
            
            45
            
            
            
            29Other
            
            
            4
            
            
            
            4Total
      non-interest income
            
            
            604
            
            
            
            608Non-interest
      expenseSalaries
      and employee benefits
            
            
            1,526
            
            
            
            1,469Net
      occupancy
            
            
            168
            
            
            
            139Equipment
            
            
            176
            
            
            
            150Data
      processing
            
            
            227
            
            
            
            243Professional
      fees
            
            
            101
            
            
            
            166Marketing
            
            
            68
            
            
            
            54Office
      expense
            
            
            72
            
            
            
            81Loan
      collection and repossession expense
            
            
            77
            
            
            
            1Other
            
            
            467
            
            
            
            502Total
      non-interest expense
            
            
            2,882
            
            
            
            2,805Income
      before income taxes
            
            
            503
            
            
            
            235Provision
      for income taxes
            
            
            176
            
            
            
            66Net
      income
            
            $
            327
            
            
            $
            169Per
      common share:Basic
      net income per common share
            
            $
            0.07
            
            
            $
            0.04Diluted
      net income per common share
            
            $
            0.07
            
            
            $
            0.04Dividends
      declared per common share
            
            $
            0.05
            
            
            $
            0.05Basic
      weighted average common shares outstanding
            
            
            4,507,228
            
            
            
            4,541,476Diluted
      weighted average common shares outstanding
            
            
            4,535,405
            
            
            
            4,594,941See
      accompanying notes to unaudited condensed consolidated financial
      statements.






4





First
      Advantage BancorpUnaudited
      - Condensed Consolidated Statements of Stockholders'
EquityThree
      Months Ended March 31, 2010 and 2009(Dollars
      in thousands, except per share amounts)Common
              
              
              AccumulatedAdditional
              
              
              
              
              
              Stock
              
              
              Other
              
              
              TotalCommon
      Stock
              
              
              Paid-in
              
              
              Retained
              
              
              Acquired
      by
              
              
              Comprehensive
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Capital
              
              
              Earnings
              
              
              Benefit
      Plans
              
              
              Income
      (Loss)
              
              
              EquityBalance
      at January 1, 2009
              
              
              5,264,683
              
              
              $
              53
              
              
              $
              52,258
              
              
              $
              23,872
              
              
              $
              (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)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (263
              )
              
              
              
              
              
              
              
              
              
              
              (263
              )Purchase
      restricted stock plan shares
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (18
              )
              
              
              -
              
              
              
              (18
              )Stock-based
      compensation expense
              
              
              
              
              
              
              -
              
              
              
              322
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              322Balance
      at March 31, 2009
              
              
              5,264,683
              
              
              $
              53
              
              
              $
              52,580
              
              
              $
              23,778
              
              
              $
              (7,762
              )
              
              $
              2,493
              
              
              $
              71,142Balance
      at January 1, 2010
              
              
              5,171,395
              
              
              $
              52
              
              
              $
              51,915
              
              
              $
              23,210
              
              
              $
              (7,106
              )
              
              $
              2,455
              
              
              $
              70,526Comprehensive
      income, net of tax:Net
      income
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              327
              
              
              
              -
              
              
              
              -
              
              
              
              327Change
      in unrealized appreciationof
      available-for-sale securities, net
                of
      tax
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              100
              
              
              
              100Total
      comprehensive income
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              427Dividends
      paid ($0.05 per common share)
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              (261
              )
              
              
              -
              
              
              
              -
              
              
              
              (261
              )Purchase
      and retire of company
                common
      stock
              
              
              (203,900
              )
              
              
              (2
              )
              
              
              (2,164
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (2,166
              )Stock-based
      compensation expense
              
              
              
              
              
              
              -
              
              
              
              284
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              284Balance
      at March 31, 2010
              
              
              4,967,495
              
              
              $
              50
              
              
              $
              50,035
              
              
              $
              23,276
              
              
              $
              (7,106
              )
              
              $
              2,555
              
              
              $
              68,810See
      accompanying notes to unaudited condensed financial
      statements.






5




First
      Advantage BancorpUnaudited
      - Condensed Consolidated Statements of Cash Flows(Dollars
      in thousands)Three
      Months EndedMarch
      31,2010
            
            
            2009Operating
      activitiesNet
      income
            
            $
            327
            
            
            $
            169Adjustments
      to reconcile net income to net cash used in
              (provided
      by) operating activities:Provision
      for loan losses
            
            
            227
            
            
            
            168Depreciation,
      amortization and accretion
            
            
            202
            
            
            
            375Deferred
      income taxes
            
            
            -
            
            
            
            70Funding
      of mortgage loans held for sale
            
            
            (10,304
            )
            
            
            (13,317
            )Proceeds
      from sales of mortgage loans held for sale
            
            
            11,367
            
            
            
            12,632Net
      gains on sales of mortgage loans held for sale
            
            
            (221
            )
            
            
            (279
            )Net
      realized gain on available-for-sale securities
            
            
            (7
            )
            
            
            -Stock-based
      compensation
            
            
            282
            
            
            
            264Change
      in other assets
            
            
            20
            
            
            
            (11
            )Increase
      (decrease) in other liablities
            
            
            2,550
            
            
            
            (417
            )Net
      cash (used in) provided by operating activities
            
            
            4,443
            
            
            
            (346
            )Investing
      activitiesPurchases
      of securities available for sale
            
            
            (3,000
            )
            
            
            (14,034
            )Proceeds
      from call/maturities and repayments of securities available for
      sale
            
            
            9,171
            
            
            
            14,501Proceeds
      from sales of securities available for sale
            
            
            4,323
            
            
            
            -Net
      change in loans
            
            
            (17,059
            )
            
            
            (5,521
            )Purchase
      of premises and equipment
            
            
            (67
            )
            
            
            (678
            )Proceeds
      from the sale of other real estate owned
            
            
            168
            
            
            
            -Net
      cash used in investing activities
            
            
            (6,464
            )
            
            
            (5,732
            )Financing
      activitiesNet
      increase in demand deposits, money market, checking and
              savings
      accounts
            
            
            3,637
            
            
            
            7,151Net
      change in certificates of deposit
            
            
            (2,659
            )
            
            
            5,332Net
      change in repurchase agreements and other short-term
      borrowings
            
            
            (1,121
            )
            
            
            1,363Payments
      on Federal Home Loan Bank advances - long-term, net
            
            
            -
            
            
            
            (10,550
            )Cash
      paid for dividends
            
            
            (261
            )
            
            
            (263
            )Purchase
      and retirement of company common stock
            
            
            (2,166
            )
            
            
            -Stock
      purchased - restricted stock compensation plans
            
            
            -
            
            
            
            (18
            )Net
      cash provided by (used in) financing activities
            
            
            (2,570
            )
            
            
            3,015Decrease
      in cash and cash equivalents
            
            
            (4,591
            )
            
            
            (3,063
            )Cash
      and cash equivalents, beginning of period
            
            
            11,865
            
            
            
            12,243Cash
      and cash equivalents, end of period
            
            $
            7,274
            
            
            $
            9,180Supplemental
      Cash Flow InformationOther
      real estate owned acquired through foreclosure of real estate
      loans
            
            $
            647
            
            
            $
            60See
      accompanying notes to unaudited condensed consolidated financial
      statements.






6





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”), First Federal
Savings Bank (“First Federal” or the “Bank”) and the Bank’s
subsidiaries.  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 reporting the interim periods
have been included.    The results of operations for the
three months ended March 31, 2010 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, 2009 filed with the
United States Securities and Exchange Commission (the “SEC”) on March 5,
2010.





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 – RECENT ACCOUNTING UPDATES





In December 2009, the Financial Accounting Standards Board (the
“FASB”) issued Accounting Standards Update (“ASU”) 2009-16, Transfer and Servicing(“Topic 860”) – Accounting for Transfers of
Financial Assets (“ASU 09-16”).  ASC 860-10 requires more
information about transfers of financial assets, including securitization
transactions, and where companies have continuing exposure to the risks related
to transferred financial assets. It eliminates the concept of a “qualifying
special-purpose entity,” changes the requirements for derecognizing financial
assets, and requires additional disclosures.  ASC 860-10 is effective at
the start of a company’s first fiscal year beginning after November 15,
2009, or January 1, 2010 for the company.  The adoption of ASC 860-10
did not have a material impact on the Company’s financial position, results of
operations, or cash flows.





In
December 2009, the FASB issued ASU 2009-17, Consolidation (“Topic 810”) –
Improvements to Financial
Reporting by Enterprises Involved with Variable Interest Entities (“ASU
09-17”).  ASC 810-10 changes how a company determines when an entity that
is insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. The determination of whether a company is
required to consolidate an entity is based on, among other things, an entity’s
purpose and design and a company’s ability to direct the activities of the
entity that most significantly impact the entity’s economic performance.
 ASC 810-10 is effective at the start of a company’s first fiscal year
beginning after November 15, 2009.  The Company’s adoption of ASC
810-10, effective January 1, 2010, did not have a material impact on the
Company’s financial position, results of operations, or cash flows.







7


In
January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and
Disclosures (“Topic 820”): Improving Disclosures about Fair
Value Measurements (“ASU 10-06”). ASU 10-06 revises two disclosure
requirements concerning fair value measurements and clarifies two others. It
requires separate presentation of significant transfers into and out of Levels 1
and 2 of the fair value hierarchy and disclosure of the reasons for such
transfers. It will also require the presentation of purchases, sales, issuances
and settlements within Level 3 on a gross basis rather than a net basis. The
amendments also clarify that disclosures should be disaggregated by class of
asset or liability and that disclosures about inputs and valuation techniques
should be provided for both recurring and non-recurring fair value measurements.
The Company’s disclosures about fair value measurements are presented in Note 6:
Fair Value Measurements. These new disclosure requirements were adopted by the
Company during the current period, with the exception of the requirement
concerning gross presentation of Level 3 activity, which is effective for fiscal
years beginning after December 15, 2010.  With respect to the portions of
this ASU that were adopted during the current period, the adoption of this
standard did not have a material impacted on the Company’s financial position,
results of operations, cash flows, or disclosures. Management does not believe
that the adoption of the remaining portion of this ASU will have a material
impact on the Company’s financial position, results of operation, cash flows, or
disclosures.





In
February 2010, the FASB issued ASU 2010-09, Subsequent Events (“Topic
855”): Amendments to Certain
Recognition and Disclosure Requirements. The amendments remove the
requirement for an SEC registrant to disclose the date through which subsequent
events were evaluated as this requirement would have potentially conflicted with
SEC reporting requirements. Removal of the disclosure requirement does not
affect the nature or timing of subsequent events evaluations performed by the
Company. This ASU became effective upon issuance.





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.  The
weighted average  common shares outstanding 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 Company’s 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.







8


Basic and
diluted earnings per share are computed as follows:




Three
      Months EndedMarch
      31, 2010
              
              
              March
      31, 2009(Unaudited)
              
              
              (Unaudited)Net
      income
              
              $
              327,000
              
              
              $
              169,000Weighted-average
      shares - basic EPS
              
              
              4,507,228
              
              
              
              4,541,476Weighted-average
      restricted shares:2007
      Deferred Compensation Plan
              
              
              1,090
              
              
              
              26,7712008
      Equity Incentive Plan
              
              
              -
              
              
              
              5,634Weighted-average
      shares -
                ESOP
      committed to be released
              
              
              27,087
              
              
              
              21,060Weighted-average
      shares - diluted EPS
              
              
              4,535,405
              
              
              
              4,594,941Basic
      earnings per common share
              
              $
              0.07
              
              
              $
              0.04Diluted
      earnings per common share
              
              $
              0.07
              
              
              $
              0.04





NOTE
4 –ALLOWANCE FOR LOAN LOSSES





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




Three
      Months EndedMarch
      31, 2010
              
              March
      31, 2009(Unaudited)
              
              (Unaudited)(Dollars
      in thousands)Balance,
      beginning of year
              $                    2,813
              
              $                    2,175Provision
      charged to expense
              227
              
              168Losses
      charged-off, net of recoveries of $8 and $9 for the
                three
      months ended March 31, 2010 and 2009, respectively
              (237)
              
              (14)Balance,
      end of period
              $                   2,803
              
              $                   2,329








9





NOTE
5 – INVESTMENT SECURITIES





For
securities available-for-sale, the following table shows the amortized cost,
unrealized gains and losses (pre-tax) included in accumulated other
comprehensive income, and estimated fair value by security type as of the
periods indicated.




March
      31, 2010Gross
              
              
              Gross
              
              
              ApproximateAmortized
              
              
              Unrealized
              
              
              Unrealized
              
              
              FairAvailable-for-sale
              
              Cost
              
              
              Gains
              
              
              Losses
              
              
              ValueU.
      S. Treasury
              
              $
              4,757
              
              
              $
              1,307
              
              
              $
              -
              
              
              $
              6,064U.
      S. Government agencies and corporations
              
              
              11,508
              
              
              
              174
              
              
              
              (72
              )
              
              
              11,610Mortgage-backed
      securities
              
              
              55,843
              
              
              
              2,480
              
              
              
              (34
              )
              
              
              58,289Collateralized
      mortgage obligations
              
              
              4,546
              
              
              
              -
              
              
              
              (47
              )
              
              
              4,499State
      and political subdivisions
              
              
              7,538
              
              
              
              214
              
              
              
              -
              
              
              
              7,752Corporate
      debt securities
              
              
              27
              
              
              
              140
              
              
              
              (22
              )
              
              
              145Total
              
              $
              84,219
              
              
              $
              4,315
              
              
              $
              (175
              )
              
              $
              88,359December
      31, 2009Gross
              
              
              Gross
              
              
              ApproximateAmortized
              
              
              Unrealized
              
              
              Unrealized
              
              
              FairAvailable-for-sale
              
              Cost
              
              
              Gains
              
              
              Losses
              
              
              ValueU.
      S. Treasury
              
              $
              4,765
              
              
              $
              1,296
              
              
              $
              -
              
              
              $
              6,061U.
      S. Government agencies and corporations
              
              
              13,879
              
              
              
              509
              
              
              
              (90
              )
              
              
              14,298Mortgage-backed
      securities
              
              
              62,825
              
              
              
              2,337
              
              
              
              (76
              )
              
              
              65,086Collateralized
      mortgage obligations
              
              
              4,795
              
              
              
              -
              
              
              
              (85
              )
              
              
              4,710State
      and political subdivisions
              
              
              8,466
              
              
              
              178
              
              
              
              (90
              )
              
              
              8,554Corporate
      debt securities
              
              
              30
              
              
              
              -
              
              
              
              -
              
              
              
              30Total
              
              $
              94,760
              
              
              $
              4,320
              
              
              $
              (341
              )
              
              $
              98,739


Contractual
maturities of debt securities at March 31, 2010 were as
follows.  Securities not due at a single maturity or with no maturity
date, primarily mortgage-backed securities and collateralized mortgage
obligations, are shown separately.





(Unaudited
      - Dollars in thousands)
              
              March
      31, 2010Available-for-saleAmortized
              
              
              FairCost
              
              
              ValueDue
      in one year or less
              
              $
              -
              
              
              $
              -Due
      after one but within five years
              
              
              -
              
              
              
              -Due
      after five but within ten years
              
              
              10,203
              
              
              
              11,668Due
      after ten years
              
              
              13,627
              
              
              
              13,90323,830
              
              
              
              25,571Mortgage-backed
      securities and collateralized mortgage obligations
              
              
              60,389
              
              
              
              62,788$
              84,219
              
              
              $
              88,359





10


The
following table shows the fair value and gross unrealized losses, aggregated by
investment category and length of time that individual securities have been in a
continuous loss position, as of March 31, 2010 and December 31,
2009.




March
      31, 2010(Unaudited
      - Dollars in thousands)Less
      Than 12 months
              
              
              12
      months or more
              
              
              TotalApproximate
              
              
              Gross
              
              
              Approximate
              
              Gross
              
              
              Approximate
              
              GrossFair
              
              
              Unrealized
              
              
              Fair
              
              
              Unrealized
              
              
              Fair
              
              
              UnrealizedAvailable-for-sale
              
              Value
              
              
              Losses
              
              
              Value
              
              
              Losses
              
              
              Value
              
              
              LossesU.
      S. Government
                agencies
      and corporations
              
              $
              2,927
              
              
              $
              (72
              )
              
              $
              -
              
              
              $
              -
              
              
              $
              2,927
              
              
              $
              (73
              )Mortgage-backed
      securities
              
              
              5,646
              
              
              
              (34
              )
              
              
              -
              
              
              
              -
              
              
              
              5,646
              
              
              
              (34
              )Collateralized
      mortgage obligations
              
              
              4,499
              
              
              
              (47
              )
              
              
              -
              
              
              
              -
              
              
              
              4,499
              
              
              
              (47
              )State
      and political subdivisions
              
              
              275
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              275
              
              
              
              -Trust
      preferred securities
              
              
              6
              
              
              
              (22
              )
              
              
              -
              
              
              
              -
              
              
              
              6
              
              
              
              (21
              )Total
              
              $
              13,353
              
              
              $
              (175
              )
              
              $
              -
              
              
              $
              -
              
              
              $
              13,353
              
              
              $
              (175
              )December
      31, 2009(Unaudited
      - Dollars in thousands)Less
      Than 12 months
              
              
              12
      months or more
              
              
              TotalApproximate
              
              
              Gross
              
              
              Approximate
              
              Gross
              
              
              Approximate
              
              GrossFair
              
              
              Unrealized
              
              
              Fair
              
              
              Unrealized
              
              
              Fair
              
              
              UnrealizedAvailable-for-sale
              
              Value
              
              
              Losses
              
              
              Value
              
              
              Losses
              
              
              Value
              
              
              LossesU.
      S. Government
                agencies
      and corporations
              
              $
              4,910
              
              
              $
              (90
              )
              
              $
              -
              
              
              $
              -
              
              
              $
              4,910
              
              
              $
              (90
              )Mortgage-backed
      securities
              
              
              5,975
              
              
              
              (76
              )
              
              
              -
              
              
              
              -
              
              
              
              5,975
              
              
              
              (76
              )Collateralized
      mortgage obligations
              
              
              4,710
              
              
              
              (85
              )
              
              
              -
              
              
              
              -
              
              
              
              4,710
              
              
              
              (85
              )State
      and political subdivisions
              
              
              1,083
              
              
              
              (21
              )
              
              
              545
              
              
              
              (69
              )
              
              
              1,628
              
              
              
              (90
              )Trust
      preferred securities
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Total
              
              $
              16,678
              
              
              $
              (272
              )
              
              $
              545
              
              
              $
              (69
              )
              
              $
              17,223
              
              
              $
              (341
              )


Declines
in fair value of available-for-sale securities below their cost that are deemed
to be other-than-temporary are reflected in earnings as realized
losses.  In estimating other-than-temporary impairment losses,
management considers, among other things, (i) the length of time and the extent
to which the fair value has been less than amortized cost, (ii) the financial
condition and near-term prospects of the issuer, (iii) whether the market
decline was affected by macroeconomic conditions, and (iv) whether the Company
has the intent to sell the debt security or more likely than not will be
required to sell the debt security before its anticipated
recovery.  The assessment of whether an other-than-temporary
impairment decline exists involves a high degree of subjectivity and is based on
information available to management at a point in time.





Based on
an evaluation of available evidence, including recent changes in market interest
rates, credit rating information and information obtained from regulatory
filings, management believes the declines in fair value of the Company’s U.S.
Government agencies, collateralized mortgage obligations, state and political
subdivisions and trust preferred investments are temporary.







11


Management
has determined, based on the trends of its investment in pooled trust preferred
securities, that there is an inactive and inefficient market in pooled trust
preferred securities which has contributed to the depressed pricing for these
investments.  Additionally, the market for pooled trust preferred
securities continues to be relatively non-existent with no new issuances in 2009
or 2010.  Very few trades of pooled trust preferred securities
occurred in 2009.  After careful analysis, management determined that
it will not likely retain its investment in the pooled trust preferred
securities for a period of time sufficient to allow for recovery in fair
value.  During the fourth quarter of 2009, the Company recognized
non-cash other-than-temporary impairment charges of $1,091 on its investment in
pooled trustpreferred
securities.  No additional other-than-temporary impairment charges
occurred during the first quarter of 2010.





NOTE
6 –FAIR VALUE





FASB’s
ASC Topic 820, “Fair Value
Measurements and Disclosures,” defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements.  In general,
fair values of financial instruments are based upon quoted market prices, where
available.  If such quoted market prices are not available, fair value
is primarily determined by matrix pricing, and in some cases, fair value is
determined by an independent third party.  Valuation adjustments may
be made to ensure that financial statements are recorded at fair
value.  These adjustments may include amounts to reflect counterparty
credit quality as well as unobservable parameters.  Any such valuation
adjustments are applied consistently over time. 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.





Fair Value of Assets
Measured on a Recurring Basis





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





March
      31, 2010
            
            
            
            
            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
            
            $
            88,359
            
            
            
            --
            
            
            $
            88,214
            
            
            $
            145





(Dollars
      in thousands)Balance,
      January 1, 2010
            
            $
            30Unrealized
      gains included in other comprehensive income
            
            
            115Balance,
      March 31, 2010
            
            $
            145






12




Certain
assets may be recorded at fair value on a nonrecurring basis.  These
nonrecurring fair value adjustments typically result from the application of
lower of cost or market accounting or a write-down occurring during the
period.  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 2.





OtherAssets Held for
Sale





Other
assets held forsale represents real
estate that is not intended for use in operations and recorded at lower of cost
or estimated fair value on a nonrecurring basis. Fair value is based upon
independent market prices, appraised values or management’s estimation of the
value. When the fair value is based on an observable market price or current
appraised value, the Company classifies the asset as Level 2.





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, or management’s best estimate of the value 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,
2010 and 2009 are summarized below:





Fair
      Value Measurements UsingMarch 31, 2010
            
            
            
            
            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
            
            $
            779
            
            
            
            --
            
            
            
            --
            
            
            $
            779Loans
      held for sale
            
            
            1,423
            
            
            
            --
            
            
            
            1,423
            
            
            
            --Other
      assets held for sale
            
            
            532
            
            
            
            --
            
            
            
            532
            
            
            
            --





The “Fair
Value Measurement and Disclosures” topic of the FASB ASC requires disclosure of
the fair value of financial assets and financial liabilities, including those
financial assets and financial liabilities that are not measured and reported at
fair value on a recurring basis or non-recurring basis. The methodologies for
estimating the fair value of financial assets and financial liabilities that are
measured at fair value on a recurring or non-recurring basis are discussed
above. The estimated fair value approximates carrying value for cash and cash
equivalents, accrued interest and the cash surrender value of life insurance
policies. The methodologies for other financial assets and financial liabilities
are discussed below:







13


The
year-end estimated fair values of financial instruments were as
follows:




At
      March 31,2010
              
              
              2009Carrying
                Amount
              
              
              Fair
                Value
              
              
              Carrying
                Amount
              
              
              Fair
                Value(Dollars
      in thousands)Financial
      assetsCash
      and cash equivalents
              
              $
              7,274
              
              
              $
              7,274
              
              
              $
              11,865
              
              
              $
              11,865Available-for-sale
      securities
              
              
              88,359
              
              
              
              88,359
              
              
              
              98,739
              
              
              
              98,739Loans
      held for sale
              
              
              1,423
              
              
              
              1,423
              
              
              
              2,265
              
              
              
              2,265Loans,
      net of allowance for loan losses
              
              
              227,322
              
              
              
              226,715
              
              
              
              211,137
              
              
              
              211,223FHLB
      stock
              
              
              2,988
              
              
              
              2,988
              
              
              
              2,988
              
              
              
              2,988Forward
      sale commitments
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Financial
      liabilitiesDeposits
              
              $
              217,218
              
              
              $
              217,529
              
              
              $
              216,240
              
              
              $
              216,564Securities
      sold under agreement to repurchase
              
              
              5,762
              
              
              
              5,762
              
              
              
              6,883
              
              
              
              6,883FHLB
      advances
              
              
              13,000
              
              
              
              13,698
              
              
              
              13,000
              
              
              
              13,583Other
      borrowings
              
              
              35,000
              
              
              
              37,594
              
              
              
              35,000
              
              
              
              37,187Unrecognized
      financial instrumentsLoan
      commitments
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -





General





For
short-term financial instruments realizable in three months or less, the
carrying amount approximates fair value.





Cash and Cash Equivalents
and Interest Receivable





The
carrying amount approximates fair value, primarily due to their short-term
nature.





Federal Home Loan Bank
Stock





It is not
practicable to determine the fair value of Federal Home Loan Bank stock due to
restrictions placed on its transferability.





Available-for-Sale
Securities





Fair
values equal quoted market prices, if available.  If quoted market
prices are not available, fair value is estimated based on quoted market prices
of similar securities.





Loans Held for
Sale





Loans
held for sale are generally held for 90 days or less and; thus, the carrying
amount approximates the fair value.





Loans





The fair
value of loans is estimated by discounting the future cash flows using the
current rates at which similar loans would be made to borrowers with similar
credit ratings and for the same remaining maturities.  Loans with
similar characteristics were aggregated for purposes of the
calculations.






14




Deposits





Deposits
include non-interest bearing checking accounts and interest bearing deposits,
including savings accounts, checking accounts and money market
deposits.  The carrying amount for these deposits approximates fair
value.  The fair value of fixed-maturity time deposits is estimated
using a discounted cash flow calculation that applies the rates currently
offered for deposits of similar remaining maturities.





Securities Sold Under
Agreement to Repurchase





The
carrying amount approximates fair value because of the short time between the
origination of the agreements and their expected realization.





Federal Home Loan Bank
Advances





Rates
currently available to the Bank for debt with similar terms and remaining
maturities are used to estimate the fair value of existing debt.





Commitments to Originate
Loans, Forward Sale Commitments, Letters of Credit and Lines of
Credit





The fair
value of commitments to originate loans is estimated using the fees currently
charged to enter into similar agreements, taking into account the remaining
terms of the agreements and the present creditworthiness of the
counterparties.  For fixed-rate loan commitments, fair value also
considers the difference between current levels of interest rates and the
committed rates.  The fair value of forward sale commitments is
estimated based on current market prices for loans of similar terms and credit
quality.  The fair values of letters of credit and lines of credit are
based on fees currently charged for similar agreements or on the estimated cost
to terminate or otherwise settle the obligations with the counterparties at the
reporting date.





NOTE
7 –SUBSEQUENT EVENTS





In
connection with the preparation of the interim financial statements included in
this Form 10-Q, the Company has evaluated events and transactions through the
date on which such interim financial statements were issued and has determined
that no significant events, other than those discussed below, occurred after
March 31, 2010, but prior to the issuance of these financial statements, that
would have a potential material impact on its Condensed Consolidated Financial
Statements.





May 1 and 2, 2010
Flooding





On May 1
and 2, 2010, severe flooding occurred in Montgomery County and throughout
Western and Middle Tennessee. None of the Company’s five offices were damaged by
the flood.  Access to customer accounts was unaffected by the
flood.





Potential
Financial Impact





Given the
short period of time that has elapsed since the flood, it is difficult to make a
determination regarding individual credit relationships at this stage. The
impact the flood will have on the Company’s earnings for 2010 is unknown;
however, the Company anticipates that additional information will be gathered in
the coming quarters which may require an adjustment to the allowance for loan
losses for flood-related issues. Management will continue to closely monitor its
portfolio.  The Company will be proactively evaluating its allowance
for loan losses, and will record any additional provision for loan losses deemed
necessary upon performing adequate analysis of the affected properties and
businesses, flood insurance coverage, impact on sources of repayment and
underlying collateral, and customer repayment capability.






15




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, 2009, filed with the SEC on March 5, 2010.





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.





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, 2010, the Company had total assets of $344.7
million, deposits of $217.2 million and shareholders’ equity of $68.8 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.





16


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
makes 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
2010.





Comparison
of Financial Condition at March 31, 2010 and December 31, 2009





Assets. At March 31, 2010,
total assets remained relatively steady at $344.7 million as compared to
$344.2 million at December 31, 2009.





Cash and Cash Equivalents.
Cash and cash equivalents were $7.3 million at March 31, 2010 a decrease of
$4.6 million, or 38.7%, compared to $11.9 million at December 31,
2009.  The decrease was primarily due to the utilization of funds to
fund loan growth and, to a lesser degree, 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 were
$88.4 million at March 31, 2010 a decrease of $10.4 million, or 10.5%, compared
to $98.7 million as of December 31, 2009.  The primary reason for the
decline was the utilization of incoming investment cash flows to fund loan
growth.




Loans.  Net loans
increased $16.2 million, or 7.7%, to $227.3 million at March 31, 2010
compared to $211.1 million as of December 31, 2009.  Our primary
lending activity is the origination of loans secured by real estate, which grew
to $185.7 million at March 31, 2010 compared to $169.9 million as of
December 31, 2009.  Due to the adoption of a new accounting update the
Company was required to derecognize participation loan sales in the amount of
$3.0 million as of March 31, 2010.  These participations consist of
nonresidential real estate loans and the offset is included in other liabilities
on the Company’s balance sheet.  The Company does not originate
sub-prime residential mortgage loans, nor does it hold any such loans its loan
portfolio or hold any investment securities that are collateralized by sub-prime
residential mortgage loans.







17


Loan Loss
Allowance.  The allowance for loan losses remained relatively
stable at $2.8 million at both March 31, 2010 and December 31,
2009.  Asset quality declined marginally during the first quarter of
2010 as non-performing assets increased by $700,000. 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 $2.4
million at March 31, 2010 compared to $1.7 million at December 31,
2009.  The increase was primarily in the one-to-four family
residential and multi-family loan portfolios.  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 were
up slightly to $217.2 million at March 31, 2010 compared to $216.2 million
as of December 31, 2009.  During the first quarter of 2010, the
Company experienced an increase of $9.1 million in savings and money market
accounts and a decrease in demand deposits, interest checking and certificates
of deposits of $8.1 million as customers repositioned their funds.





Borrowings.Total
borrowings with other banks remained unchanged and totaled $35.0 million at both
March 31, 2010 and at December 31, 2009.  FHLB advances also remained
unchanged and totaled $13.0 million at both March 31, 2010 and December 31,
2009.   Securities sold under agreements to repurchase totaled
$5.8 million as of March 31, 2010 compared to $6.9 million as of December 31,
2009.





Shareholders’ Equity. Total
shareholders’ equity decreased by $1.7 million, or 2.4%, to $68.8 million
as of March 31, 2010, compared to $70.5 million as of December 31,
2009.  In addition to net income of $327,000, other significant
changes in shareholders’ equity during the first quarter of 2010 included
$261,000 of dividends paid and $2.2 million of treasury stock purchased and
retired.





Comparison
of Operating Results for the Three Months Ended March 31, 2010 and
2009





General.  Net income
for the three months ended March 31, 2010 was $327,000 compared with net income
of $169,000 for the three months ended March 31, 2009, an increase of $158,000,
or 93.5%.  The increase was primarily due to an increase of $349,000
in net interest income after the provision for loan loss which was partially
offset by increases of $77,000 in non-interest expense and $110,000 in the
provision for income taxes and a slight decrease of $4,000 in non-interest
income.





Net Interest
Income.  Net interest income increased $408,000, or 15.7%, to
$3.0 million for the three months ended March 31, 2010 compared to $2.6
million for the three months ended March 31, 2009.  Total interest
income increased by $75,000 or 1.7%, to $4.4 million for the three months
ended March 31, 2010 compared to the same period of the prior year.





Interest
income on loans increased by 23.7% to $3.2 million as of March 31, 2010
compared to $2.6 million as of March 31, 2009 as average outstanding loans
increased by $39.9 million, or 22.5%, to $217.0 million, while the
yield on the portfolio increased by 6 basis points.  The overall
increase was due primarily to continued emphasis on increasing our loan
portfolio with quality loans and competitive pricing.







18


Interest
income on investment securities decreased by $526,000, or 32.5%, to $1.1 million
as of March 31, 2010 from the same period in 2009.  Average balances
decreased $33.9 million, or 26.5% as average yields decreased 42 basis
points.  Average balances and investment yields were negatively
impacted by the calls of some higher yielding U. S. Government Agency bonds and
accelerated prepayments on the Bank’s mortgage-backed securities which increased
the amortization of premiums paid and decreased the yield on those investments
during the first quarter of 2010.





Total
interest expense decreased by $333,000, or 19.7% to $1.4 millionfor the three
months ended March 31, 2010 as compared to the three months ended March 31,
2009.  The average balance of interest-bearing deposits increased
11.3% to $199.0 million as of March 31, 2010 compared to March 31,
2009.  Interest paid on interest-bearing deposits declined by
$305,000, or 25.0%, to $914,000 for the three period ended March 31, 2010 as the
average interest rate paid declined 90 basis points, primarily as a result of
lower interest rates paid to customers as higher rate fixed-term deposits
matured and on transaction accounts as market rates declined. Interest paid on
FHLB advances and other borrowings decreased $21,000 or 14.4% while FHLB
advances and other borrowings decreased to an average of $19.3 million at March
31, 2010, compared to $36.7 million as of March 31, 2009. The average interest
rate paid on FHLB advances and other borrowings increased by 102 basis points in
the first quarter of 2010 due to the Company having average short-term FHLB
borrowings of about $18.2 million during the first quarter of 2009 for which it
paid an average rate of approximately 30 basis points.  The average
balance of long-term borrowings at other banks remained unchanged at $35.0
million at March 31, 2010 compared to March 31, 2009; however, the interest rate
paid on the borrowings fell by 9 basis points during the same
period.







19


The
following table summarizes average balances and average yields and costs for the
three months ended March 31, 2010 and 2009.




Average
      Balance Sheet for theThree Months Ended March
31,2010
              
              
              
              
              
              
              
              
              2009Interest
              
              
              
              
              
              
              
              
              InterestAverage
              
              
              Income/
              
              
              Yield/
              
              
              Average
              
              
              Income/
              
              
              Yield/Balance
              
              
              Expense
              
              
              Rate
              
              
              Balance
              
              
              Expense
              
              
              Rate(Dollars
      in thousands)ASSETS:Interest-earning
      assets:Interest-earning
      demand deposits
              
              $
              4,809
              
              
              $
              3
              
              
              
              0.25
              %
              
              $
              3,002
              
              
              $
              11
              
              
              
              1.49
              %Loans
              
              
              217,019
              
              
              
              3,220
              
              
              
              6.02
              %
              
              
              177,129
              
              
              
              2,604
              
              
              
              5.96
              %Investment
      securities
              
              
              94,112
              
              
              
              1,090
              
              
              
              4.70
              %
              
              
              128,034
              
              
              
              1,616
              
              
              
              5.12
              %Other
      interest-earning assets
              
              
              4,412
              
              
              
              52
              
              
              
              4.78
              %
              
              
              5,105
              
              
              
              59
              
              
              
              4.69
              %Total
      interest-earning assets
              
              
              320,352
              
              
              
              4,365
              
              
              
              5.53
              %
              
              
              313,270
              
              
              
              4,290
              
              
              
              5.55
              %Non-interest-earning
      assets
              
              
              22,896
              
              
              
              
              
              
              
              
              
              
              
              23,320Total
              
              
              $
              343,248
              
              
              
              
              
              
              
              
              
              
              $
              336,590LIABILITIES
      AND SHAREHOLDERS' EQUITY:Interest-bearing
      deposits
              
              $
              198,990
              
              
              
              914
              
              
              
              1.86
              %
              
              $
              178,859
              
              
              $
              1,219
              
              
              
              2.76
              %FHLB
      advances and other borrowings
              
              
              19,297
              
              
              
              125
              
              
              
              2.63
              %
              
              
              36,745
              
              
              
              146
              
              
              
              1.61
              %Long-term
      borrowings with other banks
              
              
              35,000
              
              
              
              318
              
              
              
              3.68
              %
              
              
              35,000
              
              
              
              325
              
              
              
              3.77
              %Total
      interest-bearing liabilities
              
              
              253,287
              
              
              
              1,357
              
              
              
              2.17
              %
              
              
              250,604
              
              
              
              1,690
              
              
              
              2.73
              %Non-interest-bearing
      deposits
              
              
              17,105
              
              
              
              
              
              
              
              
              
              
              
              13,370Other
      non-interest-bearing liabilities
              
              
              2,458
              
              
              
              
              
              
              
              
              
              
              
              2,420Shareholders'
      equity
              
              
              70,398
              
              
              
              
              
              
              
              
              
              
              
              70,196Total
              
              
              $
              343,248
              
              
              
              
              
              
              
              
              
              
              $
              336,590Net
      interest income
              
              
              
              
              
              $
              3,008
              
              
              
              
              
              
              
              
              
              
              $
              2,600Net
      yield on earning assets
              
              
              
              
              
              
              
              
              
              
              3.81
              %
              
              
              
              
              
              
              
              
              
              
              3.37
              %Interest
      rate spread
              
              
              
              
              
              
              
              
              
              
              3.35
              %
              
              
              
              
              
              
              
              
              
              
              2.82
              %Average
      interest-earning assets toaverage
      interest-bearing liabilities
              
              
              
              
              
              
              
              
              
              
              126.48
              %
              
              
              
              
              
              
              
              
              
              
              125.01
              %







20




Rate/Volume
Analysis.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, 2010 Compared to March 31, 2009Increase
      (Decrease) Due ToVolume
              
              
              Rate
              
              
              Net(Dollars
      in thousands)Interest
      earned on:Interest-earning
      assets:Interest-earning
      demand deposits
              
              $
              (29
              )
              
              $
              21
              
              
              $
              (8
              )Loans
              
              
              506
              
              
              
              110
              
              
              
              616Investment
      securities
              
              
              (102
              )
              
              
              (424
              )
              
              
              (526
              )Other
      interest-earning assets
              
              
              (13
              )
              
              
              6
              
              
              
              (7
              )Total
      earning assets
              
              
              362
              
              
              
              (287
              )
              
              
              75Interest
      paid on:Interest
      bearing deposits
              
              $
              3,655
              
              
              $
              (3,960
              )
              
              $
              (305
              )FHLB
      advances and other borrowings
              
              
              29
              
              
              
              (50
              )
              
              
              (21
              )Long-term
      borrowings at other banks
              
              
              21
              
              
              
              (28
              )
              
              
              (7
              )Total
      interest-bearing liabilities
              
              
              3,705
              
              
              
              (4,038
              )
              
              
              (333
              )Net
      interest income (loss)
              
              $
              (3,343
              )
              
              $
              3,751
              
              
              $
              408





Provision for Loan
Losses.  The Company recorded a provision for loan losses of
$227,000 for the three months ended March 31, 2010 compared to a provision of
$168,000 for the three months ended March 31, 2009.  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 2010 primarily due to the 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, 2010
and 2009 and the percentage change for each category of
income.





Three
      Months Ended March 31,2010
            
            
            2009
            
            
            %
      Change(Dollars
      in thousands)Non-interest
      incomeService
      charges on deposit accounts and other fees
            
            $
            306
            
            
            $
            280
            
            
            
            9.29
            %Loan
      servicing and other fees
            
            
            21
            
            
            
            16
            
            
            
            31.25
            %Net
      gains on sales of loans held for sale
            
            
            221
            
            
            
            279
            
            
            
            (20.79
            )%Net
      realized gain on sales of available-for-sale securities
            
            
            7
            
            
            
            -
            
            
            
            100.00
            %Insurance
      and brokerage commissions
            
            
            45
            
            
            
            29
            
            
            
            55.17
            %Other
            
            
            4
            
            
            
            4
            
            
            
            -
            %Total
      non-interest income
            
            
            604
            
            
            $
            608
            
            
            
            (0.66
            )
      %









Non-interest
income for the three months ended March 31, 2010 was relatively steady at
$604,000 compared to $608,000 for the three months ended March 31,
2009.





Service
charges on deposit accounts and other fees increased by $26,000 or 9.3%,
primarily due to the growth in deposit accounts during the first quarter of 2010
compared to the first quarter of 2009.  Insurance and brokerage
commissions increased $16,000 or 55.2%, during the first quarter of 2010
compared to the first quarter of 2009 substantially due to improving equity
market conditions.  Loan servicing and other fees increased $5,000 or
31.3% for the same comparison periods.  These increases were offset by
declines in net gains on loan sales of $58,000, or 20.8%, as refinancing
activity decreased during the first quarter of 2010 compared to the first
quarter of 2009.





Non-interest Expense. The
following table summarizes non-interest expense for the three months ended March
31, 2010 and 2009 and the percentage change for each expense category.




Three
      Months Ended March 31,2010
              
              
              2009
              
              
              %
      Change(Dollars
      in Thousands)Non-interest
      ExpenseSalaries
      and employee benefits
              
              $
              1,543
              
              
              $
              1,478
              
              
              
              4.04
              %Net
      occupancy
              
              
              168
              
              
              
              139
              
              
              
              20.86
              %Equipment
              
              
              176
              
              
              
              150
              
              
              
              17.33
              %Data
      processing
              
              
              227
              
              
              
              243
              
              
              
              (6.58
              )%Professional
      fees
              
              
              101
              
              
              
              166
              
              
              
              (39.16
              )%Marketing
              
              
              65
              
              
              
              53
              
              
              
              22.64
              %Office
      expense
              
              
              72
              
              
              
              81
              
              
              
              (11.11
              )%Loan
      collection and repossession expense
              
              
              77
              
              
              
              1
              
              
              
              7600.00
              %Other
              
              
              453
              
              
              
              494
              
              
              
              (8.30
              )%Total
      non-interest expense
              
              $
              2,882
              
              
              $
              2,805
              
              
              
              2.75
              %


Non-interest
expense increased $77,000 to $2.9 million for the three months ended March 31,
2010 from $2.81 million for the comparable period in 2009.  Salaries
and employee benefits increased 65,000, or 4.0%, during the first quarter of
2010 compared to the first quarter of 2009 primarily due to increased incentive
accruals.  The addition of a new branch facility during the second
quarter of 2009 and related maintenance costs contributed to an increase of
$29,000 in net occupancy expense and an increase of $26,000 in equipment expense
for the first quarter ended March 31, 2010 as compared to the first quarter
ended March 31, 2009.  Loan collection and repossession expense
increased by $76,000 to $77,000 during the first quarter of 2010 compared to the
first quarter of 2009 primarily due to costs associated with foreclosures on
one-to-four family residential loans and one commercial real estate
loan.





These
increases in non-interest expense were partially offset by lower professional
fees which decreased $65,000, or 39.2%, primarily due to a decline in audit and
tax expense for the first three months of 2010 compared to the first three
months of 2009.   Data processing charges decreased by $16,000,
or 6.6%, for the first quarter of 2010 compared to the first quarter of 2009,
primarily due to negotiated lower fees with our main core processing
provider.  Other non-interest expense decreased $41,000, or 8.3% for
the three months ended March 31, 2010 compared to the same period of
2009.  The decrease in other non-interest expense was primarily
attributable to lower FDIC assessments which declined $73,000, or 49.0%, for the
first quarter of 2010 compared to the first quarter of 2009.  During
the first quarter of 2009, the FDIC imposed industry-wide increases in
assessment rates which drastically affected non-interested expense for the
period and through-out 2009.  At year-end 2009 the FDIC collected
prepayment of assessments from all financial institutions.





21


Income Taxes.  The
provision for income taxes for the quarter ended March 31, 2010 was $176,000, an
increase of $110,000 compared to the same period of 2009.  The
effective income tax rate for the first three months of 2010 was 35.0% compared
to 28.1% for the first three months of 2009.  The increase in the
effective income tax rate was primarily due to an increase in taxable income,
which lessoned the effect of non-taxable state and political subdivision income
on the effective income tax rate.





Liquidity Management.
Liquidity is the ability to meet current and future financial obligations of a
short-term nature. The Bank’s 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, Federal Reserve Bank,
repurchase agreements and federal funds purchased. 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.





The Bank
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.





The
Bank’s most liquid assets are cash and cash equivalents and interest-bearing
deposits. The levels of these assets depend on its operating, financing, lending
and investing activities during any given period. At March 31, 2010, cash and
cash equivalents totaled $7.3 million. Securities classified as
available-for-sale, totaling $88.4 million at March 31, 2010, provide
additional sources of liquidity. In addition, at March 31, 2010, the Bank’s
maximum collateral borrowing capacity was approximately $55.6 million from the
Federal Home Loan Bank of Cincinnati and its maximum collateral borrowing
capacity through the Discount Window at the Federal Reserve Bank was $45.7
million. At March 31, 2010, the Bank had $13.0 million of Federal Home Loan Bank
advances outstanding.  At March 31, 2010, the Bank did not have any
advances outstanding through the Discount Window.





At March
31, 2010, the Company (on an unconsolidated basis) had liquid assets of $17.1
million.  These funds are available to pay dividends, repurchase stock
and for other general corporate purposes.





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, 2010, 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)
            13.25%Tangible
      Equity Ratio (to tangible assets)
            13.25%Tier
      1 Risk-Based Capital (to risk-weighted assets)
            18.24%Total
      Risk-Based Capital (to risk-weighted assets)
            19.13%





Dividends.  The
Board of Directors of the Company declared and paid dividends per common share
of $0.05 during the first quarter of 2010.  The dividend payout ratio,
representing dividends per share divided by diluted earnings per share, was
71.4%.  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.





22


For the
three months ended March 31, 2010, 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, 2010, 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, 2009, as filed with the SEC on March 5,
2010.





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, 2010 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, 2010 the Company was not a party to any pending legal
proceedings.  At March 31, 2010, 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, 2009, as
filed with the SEC on March 5, 2010.  As of March 31, 2010, other than
the following, the risk factors of the Company have not changed materially from
those disclosed in the Form 10-K.





23


A
natural disaster could harm the Company’s business.





The
severe flooding that occurred over the course of May 1 and May 2 of 2010 could
have a significant negative affect on the Company’s loan portfolio due to damage
to properties pledged as collateral and by impairing certain borrowers’
abilities to repay their loans.  As a result of the floods, the
Company may be required to make significant provisions for loan losses in
2010.  The after effects of the floods may continue to affect the
Company’s loan quality into the future.  The severity and duration of
the effects of theflooding will
depend on a variety of factors that are beyond the Company’s control, including
the amount and timing of government investment in the area, the pace of
rebuilding and economic recovery in Montgomery County and the surrounding area
and the extent to which any property damage is covered by
insurance.  The effects described above are difficult to accurately
predict or quantify at this time.  As a result, uncertainties remain
regarding the impact the flooding will have on the financial results of the
Company.  Further, the area in which the Company operates may
experience flooding and other natural disasters in the future, and some of those
events may have effects similar to those caused by the May 1 and May 2, 2010
flooding.





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





The
Company’s board of directors has authorized two stock repurchase
programs.  The stock repurchase programs allow the Company to
proactively manage its capital position and return excess capital to
shareholders.  Under the first 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.  The first stock
repurchase program was completed during the first quarter of 2010.  On
March 5, 2010, a second repurchase program was approved which authorized the
repurchase of up to 252,319 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, 2010 to January 31, 2010
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              176,550February
      1, 2010 to February 28, 2010
              
              
              75,000
              
              
              $
              10.55
              
              
              
              75,000
              
              
              
              101,550March
      1, 2010 to March 31, 2010
              
              
              128,900
              
              
              
              10.66
              
              
              
              128,900
              
              
              
              224,969Total
              
              
              203,900
              
              
              $
              10.62
              
              
              
              203,900
              
              
              
              224,969





Item 3.
Defaults Upon Senior Securities.





None





Item 4.
(Removed and Reserved).





None





24


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.











25








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
      7, 2010
            By:           /s/Earl O. Bradley, IIIEarl
      O. Bradley, IIIChief
      Executive OfficerDated:           May
      7, 2010
            By:           /s/Patrick C. GreenwellPatrick
      C. GreenwellChief
      Financial Officer








26