10-Q

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 September 30, 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 Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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 definitions 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 November 10 , 2010 was 4,063,033.

FIRST ADVANTAGE BANCORP

Table of Contents

		Page
	Part I. Financial Information
Item 1.	Condensed Consolidated Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009	1
	Unaudited - Condensed Consolidated Statements of Operations for the Three Months  and Nine Months Ended September 30, 2010 and 2009	2
	Unaudited - Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2010 and 2009	3
	Unaudited - Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
	Part II.  Other Information
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	(Removed and Reserved)	34
Item 5.	Other Information	35
Item 6.	Exhibits	35
	SIGNATURES	36

First Advantage Bancorp
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share and per share amounts)
	September 30,			December 31,
	2010			2009
	(Unaudited)
Assets
Cash and due from banks	$	4,958		$	9,204
Interest-bearing demand deposits with banks		11,449			1,686
Time deposits at other banks		249			-
Federal funds sold		300			975
Cash and cash equivalents		16,956			11,865
Available-for-sale securities, at fair value		71,925			98,739
Other investments		3,735			-
Loans held for sale		4,249			2,265
Loans, net of allowance for loan losses of $3,075 and $2,813 at   September 30, 2010 and December 31, 2009, respectively		229,758			211,137
Premises and equipment, net		7,690			7,903
Other real estate owned		476			301
Federal Home Loan Bank stock		2,988			2,988
Accrued interest receivable		1,200			1,457
Income taxes receivable		1,454			2,529
Deferred tax asset		2,029			2,421
Other assets		2,394			2,619
Total assets	$	344,854		$	344,224
Liabilities and Shareholders' Equity
Liabilities
Deposits
Demand	$	19,190		$	19,426
Savings, checking and money market		119,437			109,706
Time certificates		82,342			87,108
Total deposits		220,969			216,240
Securities sold under agreement to repurchase		6,004			6,883
Federal Home Loan Bank advances		13,000			13,000
Borrowings with other banks		35,000			35,000
Interest payable and other liablilities		2,727			2,575
Total liabilities		277,700			273,698
Commitments and contingencies		-			-
Shareholders' Equity
Preferred stock, $0.01 par value, 10,000,000 shares authorized no shares outstanding at September 30, 2010 or December 31, 2009		-			-
Common stock, $0.01 par value 50,000,000 shares authorized, 4,678,394 shares issued and 4,108,933 outstanding at  September 30, 2010 and 5,171,395 shares issued and    4,470,984 outstanding at December 31, 2009		47			52
Additional paid-in-capital		47,135			51,915
Common stock acquired by benefit plans:
Restricted stock		(896	)		(837	)
Unallocated common stock held by:
Employee Stock Ownership Plan trust		(3,496	)		(3,496	)
Benefit plans		(2,352	)		(2,773	)
Retained earnings		23,593			23,210
Accumulated other comprehensive income		3,123			2,455
Total shareholders' equity		67,154			70,526
Total liabilities and shareholders' equity	$	344,854		$	344,224
See accompanying notes to unaudited condensed consolidated financial statements.

1

First Advantage Bancorp
Unaudited - Condensed Consolidated Statements of Income
(Dollars in thousands, except share and per share data)
	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2010		2009			2010		2009
Interest and dividend income
Loans	$	3,469	$	2,904		$	10,077	$	8,257
Investment securities		840		1,358			2,883		4,371
Other		73		78			196		214
Total interest and dividend income		4,382		4,340			13,156		12,842
Interest expense
Deposits		758		1,097			2,493		3,494
Borrowings		453		462			1,359		1,384
Total interest expense		1,211		1,559			3,852		4,878
Net interest income		3,171		2,781			9,304		7,964
Provision for loan losses		248		180			707		507
Net interest income after provision for loan losses		2,923		2,601			8,597		7,457
Noninterest income
Service charges on deposit accounts and other fees		299		341			903		918
Loan servicing and other fees		21		19			66		50
Net gains on sales of mortgage loans held for sale		327		279			890		977
Net realized gain on sales of available-for-sale securities		-		2			77		7
Insurance and brokerage commissions		42		39			112		101
Other		8		(9	)		20		3
Total noninterest income		697		671			2,068		2,056
Noninterest expense
Salaries and employee benefits		1,625		1,388			4,774		4,380
Net occupancy		176		166			512		504
Equipment		184		174			546		494
Data processing		220		195			664		679
Professional fees		98		123			295		355
Marketing		63		74			199		238
Office expense		69		73			205		219
Loan collection and repossession expense		36		13			162		21
Other		402		459			1,319		1,551
Total noninterest expense		2,873		2,665			8,676		8,441
Income before income taxes		747		607			1,989		1,072
Provision for income taxes		275		217			859		372
Net income	$	472	$	390		$	1,130	$	700
Per common share:
Basic net income per common share	$	0.11	$	0.09		$	0.26	$	0.16
Diluted net income per common share	$	0.11	$	0.09		$	0.26	$	0.15
Dividends declared per common share	$	0.05	$	0.05		$	0.15	$	0.15
Basic weighted average common shares outstanding		4,161,187		4,482,274			4,322,544		4,514,591
Diluted weighted average common shares outstanding		4,200,300		4,543,308			4,360,368		4,580,379
See accompanying notes to unaudited condensed consolidated financial statements.

2

First Advantage Bancorp
Unaudited - Condensed Consolidated Statements of Stockholders' Equity
Nine Months Ended September 30, 2010 and 2009
(Dollars in thousands, except share and per share amounts)
													Common			Accumulated
							Additional						Stock			Other			Total
	Common Stock						Paid-in			Retained			Acquired by			Comprehensive			Stockholders'
	Shares			Stock			Capital			Earnings			Benefit Plans			Income			Equity
Balance at January 1, 2009		5,264,683		$	53		$	52,258		$	23,872		$	(7,744	)	$	1,822		$	70,261
Cumulative effect of change in   accounting principle, adoption of   FSP 115-2 and 124-2											22						(22	)		-
Comprehensive income, net of tax:
Net income					-			-			700			-			-			700
Change in unrealized appreciation of     available-for-sale securities, net of tax					-						-			-			615			615
Total comprehensive income					-			-			-			-			-			1,315
Treasury stock purchase/retire		(92,988	)		(1	)		(891	)											(892	)
Dividends paid ($0.15 per common share)					-						(786	)		-			-			(786	)
(Purchase)/release restricted stock plan shares, net														380						380
Stock-based compensation expense					-			450			-			-			-			450
Balance at September 30, 2009		5,171,695		$	52		$	51,817		$	23,808		$	(7,364	)	$	2,415		$	70,728
Balance at January 1, 2010		5,171,395		$	52		$	51,915		$	23,210		$	(7,106	)	$	2,455		$	70,526
Comprehensive income:
Net income					-			-			1,130			-			-			1,130
Change in unrealized appreciation of     available-for-sale securities, net of tax																	668			668
Total comprehensive income					-			-			-			-			-			1,798
Treasury stock purchase/retire		(493,001	)		(5	)		(5,274	)											(5,279	)
Dividends paid ($0.15 per common share)					-			-			(747	)		-			-			(747	)
(Purchase)/release restricted stock plan shares, net					-			-			-			362			-			362
Stock-based compensation expense					-			494			-			-			-			494
Balance at September 30, 2010		4,678,394		$	47		$	47,135		$	23,593		$	(6,744	)	$	3,123		$	67,154
See accompanying notes to unaudited condensed financial statements.

3

First Advantage Bancorp
Unaudited - Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
	Nine Months Ended
	September 30,
	2010			2009
Operating activities
Net income	$	1,130		$	700
Adjustments to reconcile net income to net cash  provided by (used in) operating activities
Provision for loan losses		707			507
Depreciation, amortization and accretion		621			546
Deferred income taxes		(22	)		(11	)
Funding of mortgage loans held for sale		(39,156	)		(46,234	)
Proceeds from sales of mortgage loans held for sale		38,062			45,468
Net gains on sales of mortgage loans held for sale		(890	)		(977	)
Net realized gain on sales of available-for-sale securities		(77	)		7
Net loss on disposal of premises and equipment		2			17
Stock-based compensation		494			450
Change in other assets		470			(91	)
Increase in other liabilities		1,227			891
Net cash provided by operating activities		2,568			1,273
Investing activities
Purchases of other investments		(3,735	)		-
Purchases of securities available-for-sale		(7,201	)		(27,908	)
Proceeds from maturities of and repayments of available-for-sale securities		35,006			44,318
Net change in loans		(19,975	)		(23,828	)
Purchase of premises and equipment		(242	)		(578	)
Proceeds from sales of premises and equipment		-			15
Proceeds from sale of other real estate owned		484			-
Net cash provided by (used in)  investing activities		4,337			(7,981	)
Financing activities
Net increase in demand deposits, money market, checking and  savings accounts		9,495			20,933
Net change in certificates of deposit		(4,766	)		190
Net change in repurchase agreement and other short-term borrowings		(879	)		2,968
Net change Federal Home Loan Bank advances - short term		-			(10,550	)
Purchase and retirement of Company common stock		(5,279	)		(892	)
Dividends paid		(747	)		(786	)
Stock (purchased)/retired  - restricted stock compensation plans, net		362			380
Net cash (used in) provided by financing activities		(1,814	)		12,243
(Decrease)/increase in cash and cash equivalents		5,091			5,535
Cash and cash equivalents, beginning of period		11,865			12,243
Cash and cash equivalents, end of period	$	16,956		$	17,778
Supplemental cash flow information:
Other real estate owned acquired through foreclosure of real estate loans		647			60
Transfer of other real estate to loans		140			-
See accompanying notes to unaudited condensed consolidated financial statements.

4

Notes to Condensed Consolidated Financial Statements (unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements include the accounts of First Advantage Bancorp (the “Company”), 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 nine months ended September 30, 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 company̵ 7;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 consolidated 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 comp any’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 consolidated financial position, results of operations, or cash flows.

5

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 abo ut 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 have been adopted by the Company, 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, the adoption of this standard did not have a material impact 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 consolidated financial position, results of operation, cash flows, or disclosures.  

In July 2010, the FASB issued ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (“Topic 310”). The guidance will significantly expand the disclosures that the Company must make about the credit quality of financing receivables and the allowance for credit losses. The objectives of the enhanced disclosures are to provide financial statement users with additional information about the nature of credit risks inherent in the Company’s financing receivables, how credit risk is analyzed and assessed when determining the allowance for credit losses, and the reasons for the change in the allowance for credit losses. The disclosures as of the end of the reporting period are effective for the Company’s int erim and annual periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for the Company’s interim and annual periods beginning on or after December 15, 2010. The adoption of Topic 310 requires enhanced disclosures and is not expected to have a significant effect on the Company’s consolidated financial statements.

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.

6

Basic and diluted earnings per share are computed as follows:

(Dollars in thousands, except share and per share amounts)	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Net income	$	472	$	390	$	1,130	$	700
Weighted-average shares - Basic EPS		4,161,187		4,482,274		4,322,544		4,514,591
Weighted-average restricted shares -
2007 Deferred Compensation Plan		9,776		36,432		9,607		33,779
2008 Equity Incentive Plan		-		-		-		8,624
Weighted-average shares -
ESOP committed to be released - diluted EPS		29,337		24,602		28,217		23,385
Weighted-average shares - Diluted EPS		4,200,300		4,543,308		4,360,368		4,580,379
Basic earnings per common share	$	0.11	$	0.09	$	0.26	$	0.16
Diluted earnings per common share	$	0.11	$	0.09	$	0.26	$	0.15

7

NOTE 4 –LOANS

The following table summarizes the composition of our total net loans receivable at September 30, 2010 and December 31, 2009:

	At September 30,						At December 31,
	2010						2009
	Amount			Percent			Amount			Percent
	(Dollars in thousands)						(Dollars in thousands)
Real estate loans:
Permanent loans:
One-to-four family	$	44,456			19.1	%	$	44,582			20.8	%
Multi-family		16,255			7.0			13,695			6.4
Nonresidential		77,360			33.2			63,910			29.9
Construction loans:
One-to-four family		19,328			8.3			13,880			6.5
Multi-family		80			N/M			3,060			1.4
Nonresidential		5,698			2.4			9,941			4.6
Land loans		22,686			9.7			20,849			9.7
Total real estate loans		185,863			79.7			169,917			79.3
Consumer:
Home equity loans and lines of credit		18,044			7.8			16,445			7.7
Auto loans		648			0.3			850			0.4
Deposit loans		394			0.2			257			0.1
Other		2,297			1.0			2,339			1.1
Total consumer loans		21,383			9.3			19,891			9.3
Commercial loans		25,501			11.0			24,069			11.3
Total loans		232,747			100.0	%		213,877			100.0	%
Allowance for loan losses		(3,075	)					(2,813	)
Net deferred loan costs		86						73
Loans receivable, net	$	229,758					$	211,137

The following table sets forth certain information at September 30, 2010 and December 31, 2009 regarding the dollar amount of loan principal repayments becoming due during the periods indicated.  The table does not include any estimate of prepayments which may significantly shorten the average life of loans and may cause our actual repayment experience to differ from that shown below.  Demand loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less.

8

	.	At September 30, 2010
				Multi-family and
		One- to		Nonresidential										Total
		Four-Family		Real Estate		Construction		Land		Consumer		Commercial		Loans
		(Dollars in thousands)
Amounts due in:
One year or less		$	9,663	$	11,370	$	23,946	$	10,000	$	13,235	$	7,429	$	75,643
More than one year to three years			14,215		50,328		1,160		10,036		2,481		10,843		89,063
More than three years to five years			5,914		28,320		-		2,432		1,456		2,795		40,917
More than five years to fifteen years			5,769		3,597		-		218		4,211		4,434		18,229
More than fifteen years			8,895		-		-				-		-		8,895
Total		$	44,456	$	93,615	$	25,106	$	22,686	$	21,383	$	25,501	$	232,747
		At December 31, 2009
					Multi-family and
		One- to		Nonresidential										Total
		Four-Family		Real Estate		Construction		Land		Consumer		Commercial		Loans
		(Dollars in thousands)
Amounts due in:
One year or less		$	9,913	$	16,383	$	24,139	$	9,244	$	13,320	$	7,299	$	80,298
More than one year to three years			10,867		15,928		1,246		9,441		2,278		7,219		46,979
More than three years to five years			6,784		38,444		1,496		1,861		1,794		4,603		54,982
More than five years to fifteen years			7,553		6,850		-		303		2,499		4,948		22,153
More than fifteen years			9,465		-		-		-		-		-		9,465
Total		$	44,582	$	77,605	$	26,881	$	20,849	$	19,891	$	24,069	$	213,877

9

Thefollowing tables set forth the dollar amount of all loans at September 30, 2010 that are due after September 30, 2011, and at December 31, 2009 that are due after December 31, 2010, and have either fixed interest rates or floating or adjustable interest rates.

As of September 30, 2010			Floating or
	Fixed Rates		Adjustable Rates		Total
	(Dollars in thousands)
One-to-four family	$	33,490	$	1,303	$	34,793
Multi-family and nonresidential		71,319		10,926		82,245
Construction		789		371		1,160
Land		1,751		10,935		12,686
Consumer		4,766		3,382		8,148
Commercial		11,264		6,808		18,072
Total	$	123,379	$	33,725	$	157,104
As of December 31, 2009			Floating or
	Fixed Rates		Adjustable Rates		Total
	(Dollars in thousands)
One-to-four family	$	33,102	$	1,567	$	34,669
Multi-family and nonresidential		52,510		8,712		61,222
Construction		1,496		1,246		2,742
Land		1,811		9,793		11,604
Consumer		5,404		1,168		6,572
Commercial		11,583		5,187		16,770
Total	$	105,906	$	27,673	$	133,579

We consider repossessed assets and loans that are typically 90 days or more past due to be nonperforming assets.  Typically, loans are placed on non-accrual status when they become 90 days delinquent at which time the accrual of interest ceases and the allowance for an uncollectible accrued interest is established and charged against operations.  Typically, payments received on a non-accrual loan are first applied to the outstanding principal balance.  Real estate that we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned until it is sold.  When property is acquired it is recorded at fair market value, less estimated costs to sell at the date, of foreclosure.  Holding costs and declines in fair value after acquisition of the property result in charges against income.

10

The following table provides information with respect to our nonperforming assets at the dates indicated.

Non-performing Assets	At September 30,			At December 31,
	2010			2009
	(Dollars in thousands)
Non-accrual loans:
One- to four-family	$	1,344		$	888
Multi-family and nonresidential		796			432
Construction		-			-
Land		292			-
Consumer		268			65
Commercial		243			18
Total		2,943			1,403
Accruing loans past due 90 days or more:
One- to four-family		-			-
Multi-family and nonresidential		-			-
Construction		-			-
Land		-			-
Consumer		-			-
Commercial		-			-
Total		-			-
Total of non-accrual and 90 days or		2,943			1,403
more past due loans
Real estate owned		476			301
Other non-performing assets		-			-
Total non-performing assets	$	3,419		$	1,704
Total non-performing loans to total loans		1.26	%		0.66	%
Total non-performing loans to total assets		0.85	%		0.41	%
Total non-performing assets to total assets		0.99	%		0.50	%

Loans are placed on non-accrual status when, in management’s opinion, the borrower is unable to meet payment obligations, which typically occurs when principal and interest payments are 90 days past due.  At September 30, 2010 and December 31, 2009, non-accruing loans were $2.9 million and $1.4 million, respectively.  Had non-accrual loans performed in accordance with their original contract terms, the Company would have recognized additional interest income, net of tax, of approximately $40,000 for the first nine months of 2010 and $20,000 in 2009.  No interest income was recognized on non-accrual loans on a cash basis during the first three quarters of 2010 or during 2009.

11

The following table sets forth information about impaired loans for the dates indicated.

	September 30, 2010		December 31, 2009
Impaired loans with an allocated allowance for loan losses	$	-	$	948
Impaired loans without an allocated allowance for loan losses		1,344		-
Total impaired loans	$	1,344	$	948
Allocated allowance on impaired loans	$	-	$	141

Impaired loans totaled $1.3 million at September 30, 2010 and consisted of two loans of approximately $1.1 million and $207,000 to unrelated borrowers.  Collateral for the $1.1 million loan primarily consists of a personal residence and farm and commercial land.  Collateral for the $207,000 consists of business inventory and equipment and, additionally, this loan is backed by a guarantee of the Small Business Administration.  Impaired loans totaled $948,000 at December 31, 2009 and primarily consisted of one-to-four family residential loans.  Interest of approximately $43,000 and $21,000 was recognized on average impaired loans of $1.7 million and $951,000 for the nine months ended September 30, 2010 and the year ended December 31, 2009, respectively.  No interest was recognized on impa ired loans on a cash basis during the nine months ended September 30, 2010 and the year ended December 31, 2009, respectively.  The allocated allowance for loan losses attributable to impaired loans totaled $0 and $141,000 for the nine months ended September 30, 2010 and the year ended December 31, 2009, respectively.

The following table sets forth the breakdown of the allowance for loan losses by loan category at the dates indicated.

	At September 30,								At December 31,
	2010								2009
						% of								% of
			% of			Loans in					% of			Loans in
			Allowance			Category					Allowance			Category
			to Total			to Total					to Total			to Total
	Amount		Allowance			Loans			Amount		Allowance			Loans
	(Dollars in thousands)								(Dollars in thousands)
One-to-four family	$	280		9.1	%		19.2	%	$	280		10.0	%		20.8	%
Multi-family and nonresidential		1,136		36.9			40.4			1,125		40.0			36.8
Construction		160		5.2			10.7			160		5.7			12.2
Land		341		11.1			9.7			286		10.2			9.7
Consumer		250		8.1			9.2			200		7.1			9.3
Commercial		908		29.6			10.8			762		27.1			11.2
Total allowance for loan losses	$	3,075		100.0	%		100.0	%	$	2,813		100.0	%		100.0	%

The Company’s assessment of allowance levels is determined in accordance with GAAP and regulatory guidelines.  In determining the allowance, management uses information to stratify the loan portfolio into loan pools with common risk characteristics.  Loan pools in the portfolio are assigned estimated allowance amounts of loss based on various factors and analysis.  Among the material estimates required to establish the allowance are: loss exposure at default; the amount and timing of future cash flows on impacted loans; value of collateral; and determination of loss factors to be applied to the various elements of the portfolio.  All of these estimates are susceptible to significant change.  Management reviews the level of allowance at least quarterly and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions and other factors related to the collectibility of the loan portfolio. Loans determined to be impaired include non-accrual loans and troubled debt restructurings (“TDRs”).  Impaired loans with outstanding balances greater than $100,000 are evaluated individually rather than on a pool basis.  The allocated allowance for loan losses attributable to TDRs included in the table above was $0 at September 30, 2010 and December 31, 2009.

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Loans deemed to be impaired include TDRs plus any other loans where management has determined that it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.  For these loans, the Company measures the level of impairment based on the present value of the estimated projected cash flows, the estimated value of the collateral or, if available, observable market prices.  If current valuations are lower than the current book balance of the credit, the negative differences are reviewed and, if deemed appropriate, charged-off.  If a charge-off is not deemed appropriate, a specific reserve is established for the individual loan in question.  The total of impaired loans was approximately $1.3 million at September 30, 2010 and $948,000 at December 31, 2009.  The allowance all ocated to impaired loans, excluding TDRs, totaled $0 and $141,000 at September 30, 2010 and December 31, 2009, respectively.  Loans characterized as TDRs totaled $178,000 at September 30, 2010, compared to $0 at December 31, 2009.  The allowance allocated to TDRs, excluding specifically-impaired loans referred to above, totaled $0 at September 30, 2010 and $0 at December 31, 2009.  The TDR total of $178,000 at September 30, 2010 is comprised of a single commercial real estate loan for which the Company agreed to accept interest only payments for one year.  The difference in net present values of the cash flows for the restructured loan compared to the original loan terms was immaterial and, therefore, no specific reserve was established for the loan.

During the second quarter of 2010 the Company granted payment deferrals of 90 days to four commercial and commercial real estate loan customers with a total outstanding balance of $1.6 million.  These deferrals were offered by the Company to the borrowers to assist them in recovering from the effects of severe flooding that occurred in the Clarksville area in early May 2010.  There was no reduction of the principal balances, no reduction of the contractual interest rates, no forgiveness of accrued interest and, the maturities of the loans were not extended.  All of the borrowers were conforming to the terms of their original loan agreements at the time the payment deferrals were granted.  The allowance for loan losses related to these loans was not affected by the payment deferrals.

Given the recent announcements made by other financial institutions regarding their foreclosure activities, the Company evaluated its residential mortgage loan foreclosure processes and documentation procedures prior to any formal action being taken against the subject properties.  The Company processes a relatively low volume of residential mortgage foreclosures and many of the relevant processes are manual in nature. The Company believes that its procedures for reviewing and validating the information in its documentation pertaining to residential mortgage loan foreclosures are sound.

13

The following table sets forth an analysis of the allowance for loan losses for the periods indicated.

	Nine Months Ended			Year Ended
	September 30,			December 31,
	2010			2009
	(Dollars in thousands)
Allowance for loan losses at beginning of period	$	2,813		$	2,175
Provision (Credit) for loan losses		707			868
Charge offs:
One-to-four family		297			44
Multi-family and nonresidential		-			-
Construction		-			-
Land		-			-
Consumer		99			68
Commercial		67			150
Total charge-offs		463			262
Recoveries:
One-to-four family		4			-
Multi-family and nonresidential		-			-
Construction		-			-
Land		-			-
Consumer		5			13
Commercial		9			19
Total recoveries		18			32
Net charge-offs		445			230
Allowance for loan losses at end of period	$	3,075		$	2,813
Allowance for loan losses to nonperforming loans		104.49	%		200.50	%
Allowance for loan losses to total loans outstanding at the end of the period		1.32	%		1.31	%
Net charge-offs to average loans outstanding during the year		0.20	%		0.12	%

Federal regulations require us to review and classify our assets on a regular basis. In addition, the Office of Thrift Supervision has the authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. “Substandard assets” must have one or more defined weaknesses and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. “Doubtful assets” have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified “loss” is considered unc ollectible and of such little value that continuance as an asset of the institution is not warranted. The regulations also provide for a “special mention” category, described as assets which do not currently expose us to a sufficient degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving our close attention. When we classify an asset as substandard or doubtful we may establish a specific allowance for loan losses. If we classify an asset as loss, we charge off an amount equal to 100% of the portion of the asset classified loss.

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The following table shows the aggregate amounts of our classified assets at the dates indicated.

	September 30,		December 31,
	2010		2009
	(Dollars in thousands)
Special mention assets	$	2,534	$	222
Substandard assets		4,715		3,241
Doubtful assets		307		-
Loss assets		-		-
Total classified assets	$	7,556	$	3,463

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 dates indicated.

September 30, 2010
(Dollars in thousands)
			Gross		Gross			Approximate
	Amortized		Unrealized		Unrealized			Fair
Available-for-sale	Cost		Gains		Losses			Value
U. S. Treasury	$	4,739	$	1,596	$	-		$	6,335
U. S. Government agencies and corporations		999		52		-			1,051
Mortgage-backed securities		49,430		2,758		-			52,188
Collateralized mortgage obligations		4,119		127		-			4,246
State and political subdivisions		7,556		385		-			7,941
Corporate debt securities		21		143		-			164
Total	$	66,864	$	5,061	$	-		$	71,925
December 31, 2009
(Dollars in thousands)
			Gross		Gross			Approximate
	Amortized		Unrealized		Unrealized			Fair
Available-for-sale	Cost		Gains		Losses			Value
U. S. Treasury	$	4,765	$	1,296	$	-		$	6,061
U. S. Government agencies and corporations		13,879		509		(90	)		14,298
Mortgage-backed securities		62,825		2,337		(76	)		65,086
Collateralized mortgage obligations		4,795		-		(85	)		4,710
State and political subdivisions		8,466		178		(90	)		8,554
Corporate debt securities		30		-		-			30
Total	$	94,760	$	4,320	$	(341	)	$	98,739

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Contractual maturities of debt securities at September 30, 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.

(Dollars in thousands)	September 30, 2010
	Available-for-sale
	Amortized		Fair
	Cost		Value
Due in one year or less	$	-	$	-
Due after one but within five years		-		-
Due after five but within ten years		10,933		12,832
Due after ten years		2,382		2,659
		13,315		15,491
Mortgage-backed securities and collateralized mortgage obligations		53,549		56,434
Total	$	66,864	$	71,925

The following tables show 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 the dates indicated.

	September 30, 2010
	(Dollars in thousands)
	Less Than 12 months					12 months or more					Total
	Approximate		Gross			Approximate		Gross			Approximate		Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Available-for-sale	Value		Losses			Value		Losses			Value		Losses
U. S. Government agencies and corporations	$	-	$	-		$	-	$	-		$	-	$	-
Mortgage-backed securities		-		-			-		-			-		-
Collateralized mortgage obligations		-		-			-		-			-		-
State and political subdivisions		-		-			-		-			-		-
Trust preferred securities		-		-			-		-			-		-
Total	$	-	$	-		$	-	$	-		$	-	$	-
	December 31, 2009
	(Dollars in thousands)
	Less Than 12 months					12 months or more					Total
	Approximate		Gross			Approximate		Gross			Approximate		Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Available-for-sale	Value		Losses			Value		Losses			Value		Losses
U. 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.

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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. 0; 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:

Available-for-Sale Securities

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:

(Dollars in thousands)
September 30, 2010	Total		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	$	71,925		--	$	71,761	$	164

Balance, January 1, 2010	$	30
Purchases, sales, issuances and settlements		(9	)
Unrealized gains included in other comprehensive income		143
Balance, September 30, 2010	$	164

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Fair Value of Assets Measured on a Nonrecurring Basis

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 table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related individual assets as of September 30, 2010.  There were no nonrecurring fair value adjustments for the period ending September 30, 2009.

September 30, 2010	Level 1		Level 2		Level 3		Gains (Losses) Nine Months Ended September 30, 2010
(Dollars in thousands)
Impaired loans		--		--	$	1,344	$	(57	)
Other real estate owned		--		--		476		( 26	)

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:

Mortgage Loans Held For Sale

Mortgage loans held for sale consist of residential mortgage loans held for sale that are valued based on traded market value of similar assets where available and/or discounted cash flows at market interest rates and were recorded in loans held for sale in the Consolidated Balance Sheets.  The Company classifies mortgage loans held for sale subject to fair value adjustments as Level 2.

Other Assets Held for Sale

Other assets held for sale 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.

Impaired Loans

While the overall loan portfolio is not carried at fair value, the Company periodically records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments also include certain impairment amounts for collateral dependent loans when establishing the allowance for loan losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. In determining the value of real estate collateral, the Company relies on external appraisals and assessment of property values by its internal staff. In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specia lists. Because many of these inputs are not observable, the measurements are classified as Level 3.

18

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.

The estimated fair values of financial instruments were as follows for the dates indicated:

	At September 30,
	2010				2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(Dollars in thousands)
Financial assets
Cash and cash equivalents	$	4,958	$	4,958	$	17,778	$	17,778
Available-for-sale securities		71,925		71,925		113,527		113,507
Loans held for sale		4,249		4,249		2,609		2,609
Loans, net of allowance for loan losses		229,758		229,210		199,693		200,063
FHLB stock		2,988		2,988		2,988		2,988
Interest receivable		1,200		1,200		1,475		1,475
Financial liabilities
Deposits	$	220,969	$	221,344	$	207,930	$	208,393
Securities sold under agreement to repurchase		6,004		6,004		8,015		8,015
Interest payable		439		439		559		559
FHLB advances		13,000		13,996		28,000		28,675
Other borrowings		35,000		38,102		35,000		36,483
Forward sale commitments		12		12		20		20
Loan 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.

19

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

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.

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 occurred after September 30, 2010, but prior to the issuance of these financial statements, that would have a potential material impact on its Condensed Consolidated Financial Statements.

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, as previously filed with the SEC on March 5, 2010.

20

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 p olicies 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.

Recent Regulatory Restructuring Legislation.

On July 21, 2010, the President signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which significantly changes the regulation of financial institutions and the financial services industry.  The Dodd-Frank Act includes provisions affecting large and small financial institutions alike, including several provisions that will profoundly affect how community banks, thrifts, and small bank and thrift holding companies, such as the Company, will be regulated in the future.  Among other things, these provisions abolish the Office of Thrift Supervision and transfer its functions to the other federal banking agencies, relax rules regarding interstate branching, allow financial institutions to pay interest on business checking accounts, change the scope of federal deposit insurance coverage, and impose new capital requirements on bank and thrift holding companies.  The Dodd-Frank Act also establishes the Bureau of Consumer Financial Protection as an independent entity within the Federal Reserve, which will be given the authority to promulgate consumer protection regulations applicable to all entities offering consumer financial services or products, including banks.  Additionally, the Dodd-Frank Act includes a series of provisions covering mortgage loan origination standards affecting, among other things, originator compensation, minimum repayment standards, and pre-payments.  The Dodd-Frank Act contains numerous other provisions affecting financial institutions of all types, many of which may have an impact on the operating environment of the Company in substantial and unpredictable ways.  Consequently, the Dodd-Frank Act is likely to affect the Company’s cost of doing business, it may limit or expand the Company’s permissible activities, and it may affect the competitive balance within the Company’s industry and market areas.  The nature and extent of future legislative and regulatory changes affecting financial institutions, including as a result of the Dodd-Frank Act, is very unpredictable at this time.  The Company’s management is actively reviewing the provisions of the Dodd-Frank Act, many of which are phased-in over the next several months and years, and assessing its probable impact on the business, financial condition, and results of operations of the Company.  However, the ultimate effect of the Dodd-Frank Act on the financial services industry in general, and the Company in particular, is uncertain at this time.

21

General.

The Bank provides commercial and retail banking services, including commercial loans, 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 September 30, 2010, the Company had total assets of $344.9 million, deposits of $221.0 million and shareholders’ equity of $67.2 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 impai rment of securities to be its only critical accounting policies.

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

Currently, management closely monitors 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 are 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 nine months of 2010.

22

Comparison of Financial Condition at September 30, 2010 and December 31, 2009

Total Assets. At September 30, 2010, total assets were $344.9 million, an increase of $630,000, or 0.18%, compared to $344.2 million at December 31, 2009.

Cash and Cash Equivalents. Cash and cash equivalents were $17.0 million at September 30, 2010 compared to $11.9 million at December 31, 2009.  Excess funds generated primarily by calls and sales of investment securities contributed to an increase of $9.8 million in lower-yielding interest-bearing demand deposits at other banks to $11.4 million at September 30, 2010, compared to $1.7 million at December 31, 2009.

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 $71.9 million at September 30, 2010, a decrease of $26.8 million, or 27.2%, compared to $98.7 million as of December 31, 2009.  The decrease was primarily due to the sale of certain investments, continued repayments on mortgage-backed bonds and calls of higher-yielding investments during 2010 which were replaced with more liquid investments but which carry a lower rate of return.

Loans.  Net loans increased $18.6 million, or 8.8%, to $229.8 million at September 30, 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 $185.9 million at September 30, 2010 compared to $169.9 million as of December 31, 2009.  The Company does not originate sub-prime residential mortgage loans, nor does it hold any in its loan portfolio or hold any investment securities that are collateralized by sub-prime residential mortgage loans.

Loan Loss Allowance.  The allowance for loan losses increased by $262,000, or 9.3%, to $3.1 million at September 30, 2010 compared to $2.8 million as of December 31, 2009.  Non-performing assets increased by $1.7 million over the first nine months of 2010. 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, among other things, could have a negative impact on the Company’s financial condition and results of operations.

Non-performing assets (consisting of non-accrual loans and real estate owned) totaled $3.4 million at September 30, 2010 compared to $1.7 million at December 31, 2009.  The increase was primarily related to two commercial real estate relationships secured by residential real estate, commercial real estate and land.  Management continues to monitor these loans and believes that the loans are well collateralized.  Additionally, 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 pr ovision was increased primarily due to the growth in the loan portfolio and, to a lesser extent, weakened economic conditions and changes in the mix of loans in the Bank’s portfolio.

Deposits. Total deposits increased by $4.7 million, or 2.2%, to $221.0 million at September 30, 2010 compared to $216.2 million as of December 31, 2009.  During the first nine months of 2010, the Company experienced an increase of $9.7 million in savings, interest checking and money market accounts, while certificates of deposits decreased $4.8 million and demand deposits decreased $236,000.

23

Borrowings.   Total borrowings with other banks remained unchanged and totaled $35.0 million at both September 30, 2010 and at December 31, 2009.  FHLB advances also remained unchanged and totaled $13.0 million at both September 30, 2010 and December 31, 2009.   Securities sold under agreements to repurchase totaled $6.0 million as of September 30, 2010 compared to $6.9 million as of December 31, 2009.

Shareholders’ Equity.  Total shareholders’ equity decreased by $3.4 million, or 4.8%, to $67.2 million as of September 30, 2010, compared to $70.5 million as of December 31, 2009.  In addition to net income of $1.1 million, other significant changes in shareholders’ equity during the first nine months of 2010 included $747,000 of dividends paid and $5.3 million of common shares purchased and retired.

Comparison of Operating Results for the Three Months Ended September 30, 2010 and 2009

General.  Net income for the three months ended September 30, 2010 was $472,000, an increase of 21.0% compared to net income of $390,000 for the three months ended September 30, 2009.  The increase was primarily due to an increase of $322,000 in net interest income after the provision for loan losses and a $26,000 increase in non-interest income.  These positive impacts to earnings were partially offset by an increase of $208,000 in non-interest expense and an increase of $58,000 in the provision for income taxes.

Net Interest Income.  The Company experienced an increase of $390,000, or 14.0% in net interest income which was $3.2 million for the three months ended September 30, 2010 compared to $2.8 million for the three months ended September 30, 2009.  Total interest income remained relatively unchanged at $4.4 million for the three months ended September 30, 2010 compared to the prior year period.

Interest income on loans increased 19.5% to $3.5 million during the three months ended September 30, 2010 as the average outstanding balance increased by 19.0% or $36.8 million to $230.7 million, while the yield on the portfolio remained virtually unchanged from the same period one year ago.

Interest income on investment securities decreased by $518,000, or 38.1%, to $840,000 from the same period one year ago as average balances decreased by 34.9% or $40.7 million and average yields decreased 24 basis points.  The primary reason for the decline in average balances during the period was accelerated prepayments on mortgage backed securities due to falling interest rates.  Additionally, calls on higher yielding agency bonds were significant during the period, thereby contributing to the decline in average balances and the lower yield on investments.

Total interest expense decreased by $348,000 or 22.3% to $1.2 million for the three months ended September 30, 2010 as compared to the three months ended September 30, 2009.  The average balance of interest-bearing deposits increased 6.2% to $203.2 million for the quarter ended September 30, 2010 as compared to the quarter ended September 30, 2009.  Interest paid on interest-bearing deposits declined by $339,000, or 30.9%, to $758,000 for the three month period ended September 30, 2010 as the average interest rate paid declined 79 basis points, primarily as a result of lower interest rates paid to customers as higher rate fixed-term deposits matured and lower rates paid on transaction accounts as market rates declined.  Interest paid on FHLB advances and other borrowings, which consisted of long-term FHLB advances and securities sold under agreements to repurchase, decreased slightly by $9,000 or 6.8% while average balances on FHLB advances and other borrowings decreased to $19.9 million at September 30, 2010, compared to $33.4 million as of September 30, 2009 and the average interest rate paid increased 90 basis points.  The increase in interest rate paid was due to lower rate, short-term FHLB borrowings declining, while $13.0 million in long-term FHLB borrowings remained at an average rate of 3.0%.  The average balance of long-term borrowings at other banks remained unchanged at $35.0 million for the quarter ended September 30, 2010 compared to the quarter ended September 30, 2009, as the interest rate paid on the borrowings remained unchanged.

24

The following table summarizes average balances and average yields and costs for the three months ended September 30, 2010 and 2009.

		Average Balance Sheet for the
		Three Months Ended September 30,
				2010							2009
				Interest							Interest
		Average		Income/		Yield/			Average		Income/		Yield/
		Balance		Expense		Rate			Balance		Expense		Rate
		(Dollars in thousands)
ASSETS:
Interest-earning assets:
	Interest-earning deposits	$	19,375	$	20		0.41	%	$	8,870	$	40		1.79	%
	Loans		230,700		3,469		5.97	%		193,887		2,904		5.94	%
	Investment securities		76,015		840		4.38	%		116,709		1,358		4.62	%
	Other interest-earning assets		4,837		53		4.35	%		5,958		38		2.53	%
	Total interest-earning assets		330,927		4,382		5.25	%		325,424		4,340		5.29	%
Noninterest-earning assets			16,815							22,440
Total		$	347,742						$	347,864
LIABILITIES AND SHAREHOLDERS' EQUITY:
	Interest-bearing deposits		203,198		758		1.48	%		191,410		1,097		2.27	%
	FHLB advances and other borrowings		19,861		124		2.48	%		33,350		133		1.58	%
	Long-term borrowings at other banks		35,000		329		3.73	%		35,000		329		3.73	%
Total Interest-Bearing Liabilities			258,059		1,211		1.86	%		259,760		1,559		2.38	%
	Noninterest-bearing deposits		17,537							15,314
	Other noninterest-bearing liabilities		4,177							2,492
	Shareholders' equity		67,969							70,298
Total		$	347,742						$	347,864
Net Interest Income				$	3,171						$	2,781
Net Yield on Earning Assets							3.80	%						3.39	%
Interest rate spread							3.39	%						2.91	%
Average interest-earning assets to
	average interest-bearing liabilities						128.24	%						125.28	%

25

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 Ended
	September 30, 2010 Compared to September 30, 2009
	Increase (Decrease) Due To
	Volume			Rate			Net
	(Dollars in thousands)
Interest earned on:
Interest-earning assets:
Interest-earning demand deposits	$	(40	)	$	20		$	(20	)
Loans		526			39			565
Investment securities		(291	)		(227	)		(518	)
Other interest-earning assets		(31	)		46			15
Total Earning Assets		164			(122	)		42
Interest paid on:
Interest bearing deposits		1,745			(2,084	)		(339	)
FHLB advances and other borrowings		15			(24	)		(9	)
Long-term borrowings at other banks		-			-			-
Total Interest-Bearing Liabilities		1,760			(2,108	)		(348	)
Change in Net Interest Income	$	(1,596	)	$	1,986		$	390

Provision for Loan Losses.  The Company recorded a provision for loan losses of $248,000 for the three months ended September 30, 2010 compared to a provision of $180,000 for the three months ended September 30, 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 third quarter of 2010 primarily due to changes in economic conditions and in the mix of loans in the Bank’s portfolio and, to a lesser extent, growth in the Bank’s loan portfolio during that quarter.

26

Non-interest Income. The following table summarizes non-interest income for the three months ended September 30, 2010 and 2009 and the percentage change for each category of income.

	Three Months Ended September 30,
	2010		2009			% Change
			(Dollars in thousands)
Non-interest income
Service charges on deposit accounts and other fees		299		341			(12.32	) %
Loan servicing and other fees		21		19			10.53	%
Net gains on sales of mortgage loans held for sale		327		279			17.20	%
Net realized gain on sales of available-for-sale securities		-		2			(100.00	) %
Insurance and brokerage commission		42		39			7.69	%
Other		8		(9	)		(188.89	) %
Total noninterest income	$	697	$	671			3.87	%

Non-interest income for the three months ended September 30, 2010 increased marginally to $697,000, compared to $671,000 for the three months ended September 30, 2009.  The increase in non-interest income was due primarily to increases of $48,000 or 17.2% in net gains on mortgage loan sales, as refinancing activity increased during the third quarter of 2010 compared to the third quarter of 2009.  This increase was primarily offset by a decrease of $42,000 in customer service and other fees during the third quarter of 2010 compared to the third quarter of 2009.

Non-interest Expense. The following table summarizes non-interest expense for the three months ended September 30, 2010 and 2009 and the percentage change for each expense category.

	Three Months Ended September 30,
	2010		2009		% Change
			(Dollars in thousands)
Non-interest Expense
Salaries and employee benefits	$	1,625	$	1,388		17.07	%
Net occupancy		176		166		6.02	%
Equipment		184		174		5.75	%
Data processing		220		195		12.82	%
Professional fees		98		123		(20.33	) %
Marketing		63		74		(14.86	) %
Office expense		69		73		(5.48	) %
Loan collection and repossession expense		36		13		176.92	%
Other		402		459		(12.42	) %
Total non-interest expense	$	2,873	$	2,665		7.80	%

Total non-interest expense increased $208,000, or 7.8% to $2.9 million for the three months ended September 30, 2010 as compared to the same period in 2009.  The increase in non-interest expense was primarily attributable to increased salaries and employee benefits of $237,000, mainly due to higher incentive accruals and group insurance expense for the third quarter of 2010 compared to the third quarter of 2009.  Increases in data processing fees of $25,000 and loan collection and repossession expense of $23,000 during the third quarter of 2010 compared to the third quarter of 2009 were somewhat offset by decreases of $25,000 in professional fees and $57,000 in other expense for the same comparable periods.

Income Taxes. Income tax expense for the three months ended September 30, 2010 was $275,000 compared to $217,000 for the same period in 2009. The effective income tax rate for the three months ended September 30, 2010 was 36.8% compared to 35.7% for the three months ended September 30, 2009.  The higher income tax expense for the three months ended September 30, 2010 was primarily due to increased income before income taxes.

27

Comparison of Operating Results for the Nine Months Ended September 30, 2010 and 2009

General.  Net income increased $430,000 to $1.1 million for the nine months ended September 30, 2010 compared to net income of $700,000 for the nine months ended September 30, 2009.  The increase in net income was primarily due to an increase of $1.3 million in net interest income which was partially offset by an increase of $487,000 in the provision for income taxes and an increase of $200,000 in the provision for loan losses.

Net Interest Income.  Total interest income increased by $314,000 or 2.4%, to $13.2 million for the nine months ended September 30, 2010 compared to the prior year period.

Interest income on loans increased by 22.0% to $10.1 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 as average outstanding loans increased by $40.9 million, or 21.9%, to $227.1 million, while the yield on the portfolio remained unchanged.

Interest income on investment securities decreased by $1.5 million, or 34.0%, to $2.9 million for the nine months ended September 30, 2010 as compared to the same period in 2009 as average balances decreased $37.5 million and average yields decreased 22 basis points.  The primary reason for the decline in average balances during the 2010 period was accelerated prepayments on mortgage backed securities due to falling interest rates.  Additionally, calls on higher yielding agency bonds were significant during the 2010 period thereby contributing to the decline in average balances and average yields.

Total interest expense decreased $1.0 million or 21.0% to $3.9 million for the nine months ended September 30, 2010 as compared to the nine months ended September 30, 2009.  The average balance of interest-bearing deposits increased 7.8% to $200.8 million as of September 30, 2010 compared to September 30, 2009.  Interest paid on interest-bearing deposits decreased by $1.0 million, or 28.6%, to $2.5 million for the nine-month period ended September 30, 2010 as the average interest rate paid declined 85 basis points, primarily as a result of lower interest rates paid to customers as higher rate fixed-term deposits matured and lower rates paid on transaction accounts as market rates declined.

Interest paid on FHLB advances and other borrowings decreased $25,000 or 6.2% for the first nine months of 2010, compared to the same period last year.  The average interest rate paid on FHLB advances and other borrowings, increased by 93 basis points as of September 30, 2010 as average balances of FHLB advances and other borrowings decreased to an average of $19.7 million compared to average balances of $32.8 million as of September 30, 2009, which included long-term FHLB advances and securities sold under agreement to repurchase.  The increase in average interest rate paid was due to lower rate, short-term FHLB borrowings declining, while $13.0 million in long-term FHLB borrowings remained at an average rate paid of 3.0%.  The average balance of long-term borrowings at other banks remained unchanged at $ 35.0 million as of September 30, 2010 compared to September 30, 2009 and the interest rate paid on the borrowings remained unchanged.

28

The following table summarizes average balances and average yields and costs for the nine months ended September 30, 2010 and 2009.

		Average Balance Sheet for the
		Nine Months Ended September 30,
				2010							2009
				Interest							Interest
		Average		Income/		Yield/			Average		Income/		Yield/
		Balance		Expense		Rate			Balance		Expense		Rate
		(Dollars in thousands)
ASSETS:
Interest-earning assets:
	Interest-earning deposits	$	11,275	$	27		0.32	%	$	6,123	$	109		2.38	%
	Loans		227,089		10,077		5.93	%		186,239		8,257		5.93	%
	Investment securities		83,833		2,883		4.60	%		121,339		4,371		4.82	%
	Other interest-earning assets		4,971		169		4.55	%		5,702		105		2.46	%
	Total interest-earning assets		327,168		13,156		5.38	%		319,403		12,842		5.38	%
Noninterest-earning assets			18,634							21,245
Total		$	345,802						$	340,648
LIABILITIES AND SHAREHOLDERS' EQUITY:
	Interest-bearing deposits		200,827		2,493		1.66	%		186,170		3,494		2.51	%
	FHLB advances and other borrowings		19,657		380		2.58	%		32,795		405		1.65	%
	Long-term borrowings at other banks		35,000		979		3.74	%		35,000		979		3.74	%
Total Interest-Bearing Liabilities			255,484		3,852		2.02	%		253,965		4,878		2.57	%
	Noninterest-bearing deposits		17,466							14,460
	Other noninterest-bearing liabilities		3,907							2,415
	Shareholders' equity		68,945							69,808
Total		$	345,802						$	340,648
Net Interest Income				$	9,304						$	7,964
Net Yield on Earning Assets							3.80	%						3.33	%
Interest rate spread							3.36	%						2.81	%
Average interest-earning assets to
	average interest-bearing liabilities						128.06	%						125.77	%

29

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.

	Nine Months Ended
	September 30, 2010 Compared to September 30, 2009
	Increase (Decrease) Due To
	Volume			Rate			Net
	(Dollars in thousands)
Interest earned on:
Interest-earning assets:
Interest-earning demand deposits	$	(513	)	$	431		$	(82	)
Loans		1,801			19			1,820
Investment securities		(1,235	)		(253	)		(1,488	)
Other interest-earning assets		(32	)		96			64
Total Earning Assets		21			293			314
Interest paid on:
Interest bearing deposits		807			(1,808	)		(1,001	)
FHLB advances and other borrowings		54			(79	)		(25	)
Long-term borrowings at other banks		-			-			-
Total Interest-Bearing Liabilities		861			(1,887	)		(1,026	)
Change in Net Interest Income	$	(840	)	$	2,180		$	1,340

Provision for Loan Losses.   The Company recorded a provision for loan losses of $707,000 for the nine months ended September 30, 2010 compared to a provision of $507,000 for the nine months ended September 30, 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 nine months of 2010 primarily due to changes in economic conditions and in the mix of loans in the Bank’s portfolio and, t o a lesser extent, growth in the Bank’s loan portfolio.

Non-interest Income. The following table summarizes non-interest income for the nine months ended September 30, 2010 and 2009 and the percentage change for each category of income.

	Nine Months Ended September 30,
	2010		2009		% Change
	(Dollars in thousands)
Non-interest income
Service charges on deposit accounts and other fees		903		918		(1.63	) %
Loan servicing and other fees		66		50		32.00	%
Net gains on sales of mortgage loans held for sale		890		977		(8.90	) %
Net realized gain on sales of available-for-sale securities		77		7		1000.00	%
Insurance and brokerage commission		112		101		10.89	%
Other		20		3		566.67	%
Total noninterest income	$	2,068	$	2,056		0.58	%

Non-interest income experienced a slight increase of $12,000 for the nine months ended September 30, 2010 compared to the corresponding period in 2009.  The increase was primarily due to an increase of $70,000 in net realized gains on sales of available-for-sale securities and increase in other non-interest income of $17,000 which was positively impacted by having no loss on sale of premises and equipment during 2010 compared to a loss of $17,000 on sale of premises and equipment during 2009. These increases in non-interest income were partially by offset lower net gains on sales of mortgage loans held for sale which declined $87,000 during the nine-month period ended September 30, 2010 compared to the nine-month period ended September 30, 2009.

30

Non-interest Expense. The following table summarizes non-interest expense for the nine months ended September 30, 2010 and 2009 and the percentage change for each expense category.

	Nine Months Ended September 30,
	2010		2009		% Change
	(Dollars in thousands)
Non-interest expense
Salaries and employee benefits	$	4,774	$	4,380		9.00	%
Net occupancy		512		504		1.59	%
Equipment		546		494		10.53	%
Data processing		664		679		(2.21	) %
Professional fees		295		355		(16.90	) %
Marketing		199		238		(16.39	) %
Office expense		205		219		(6.39	) %
Loan collection and repossession expense		162		21		671.43	%
Other		1,319		1,551		(14.96	) %
Total non-interest expense	$	8,676	$	8,441		2.78	%

Total non-interest expense was $8.7 million for the nine months ended September 30, 2010, a $235,000 increase as compared to the same period in 2009.  Salaries and employee benefits increased $394,000 during the first nine months of 2010 compared to the first nine months of 2009 primarily due to increased incentive accruals and group insurance expense and decreased deferral loan costs. Loan collection and repossession expense increased by $141,000 to $162,000 during the first nine months of 2010 compared to the first nine months of 2009 primarily due to costs associated with foreclosures on one-to-four family residential loans and one commercial real estate loan and the costs incurred to maintain and repair foreclosed properties.  Equipment expense increased $52,000 for the nine months ended September 30, 2010 compa red to the nine months ended September 30, 2009, primarily due to higher depreciation and maintenance contract expense.

These increases in non-interest expense were partially offset by lower professional fees which decreased $60,000 primarily due to a decline in audit and tax expense and consulting fees for the first nine months of 2010 compared to the first nine months of 2009.   Data processing charges decreased by $15,000 for the first nine months of 2010 compared to the first nine months of 2009, primarily due to negotiated lower fees with our main core processing provider.  Marketing expenses declined by $39,000 for the first nine months of 2010 compared to the same period in 2009, primarily as a result of decreased advertising costs. Other non-interest expense decreased $232,000 for the nine months ended September 30, 2010 compared to the same period of 2009.  The decrease in other non-interest expense was primar ily attributable to lower FDIC assessments during 2010 compared to 2009.  During the first quarter of 2009, the FDIC imposed industry-wide increases in assessment rates, which negatively affected non-interest expense for the period and throughout fiscal 2009, and also imposed a one-time special assessment which occurred at June 30, 2009.

Income Taxes. Income tax expense for the nine months ended September 30, 2010 was $859,000 compared to $372,000 for the same period in 2009. The effective income tax rate for the nine months ended September 30, 2010 was 43.2% compared to 34.7% for the nine months ended September 30, 2009.  The increase in the income tax expense was due to higher taxable income.  Additionally, during the second quarter of 2010 management adjusted the income tax accrual to more accurately reflect the Company’s income tax position.

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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 September 30, 2010, cash and cash equivalents totaled $17.0 million. Securities classified as available-for-sale, totaling $71.9 million at September 30, 2010, provide additional sources of liquidity. In addition, at September 30, 2010, the Bank’s maximum collateral borrowing capacity was approximately $60.0 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 $57.1 million. At September 30, 2010, the Bank had $13.0 million of Federal Home Loan Bank advances outstanding.  At September 30, 2010, the Bank did not have any advances outstanding through the Discount Window.

At September 30, 2010, the Company (on an unconsolidated basis) had liquid assets of $13.4 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 September 30, 2010, the Bank exceeded all of its regulatory capital requirements and was considered “well capitalized” under regulatory guidelines.

The following table includes the Bank’s capital ratios as of September 30, 2010:

Tier 1 Core Capital (to adjusted total assets)	13.67%
Tangible Equity Ratio (to tangible assets)	13.67%
Tier 1 Risk-Based Capital (to risk-weighted assets)	18.31%
Total Risk-Based Capital (to risk-weighted assets)	19.31%

Dividends.  The Board of Directors of the Company declared and paid dividends per common share of $0.15 during the first three quarters of 2010.  The dividend payout ratio for the first nine months of 2010, representing dividends per share divided by diluted earnings per share, was 57.7%.  The dividend payout is continually reviewed by management and the Board of Directors.

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

For the nine months ended September 30, 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.

32

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 require 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.  However, management is monitoring all developments in the credit and commodities markets in order to determine whether the Bank may be negatively impacted by a higher than normal increase in the inflation rate over the next several months.  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 September 30, 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 4.  Controls and Procedures.

The Company’s management, including the Company’s principal executive officer and principal financial officer, have 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 period s 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 September 30, 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 September 30, 2010, the Company was not a party to any pending legal proceedings.  At September 30, 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.

33

Item 1A. Risk Factors.

For information regarding the Company’s risk factors, see “Risk Factors” in (1) 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, (2) the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, as amended, as initially filed with the SEC on August 9, 2010.  As of September 30, 2010, the risk factors of the Company have not changed materially from those disclosed in the Form 10-K and Form 10-Q.

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

The Company’s board of directors has authorized three 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 4, 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 s tock, through open market purchases or privately negotiated transactions, from time to time, depending on market conditions and other factors.  The second stock repurchase program was completed during the third quarter of 2010.  On June 9, 2010, a third repurchase program was approved which authorized the repurchase of up to 240,524 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 Period
July 1, 2010 to July 31, 2010		2,600	$	10.518		2,600		291,193
August 1, 2010 to August 31, 2010		84,201		10.708		76,500		214,693
September 1, 2010 to September 30, 2010		30,600		10.898		30,600		184,093
Total		117,401	$	10.754		109,700		184,093

Item 3. Defaults Upon Senior Securities.

None

Item 4. (Removed and Reserved).

None

34

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 Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.0	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.

35

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:  November 10, 2010	By:/s/Earl O. Bradley, III
	Earl O. Bradley, III
	Chief Executive Officer
Dated:  November 10, 2010	By:/s/Patrick C. Greenwell
	Patrick C. Greenwell
	Chief Financial Officer

36

EX-31.1

Exhibit 31.1

Certification

I, Earl O. Bradley, III, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of First Advantage Bancorp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and in preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  November 10, 2010	/s/Earl O. Bradley, III
	Earl. O. Bradley, III
	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Patrick C. Greenwell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of First Advantage Bancorp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and in preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  November 10, 2010	/s/Patrick C. Greenwell
	Patrick C. Greenwell
	Chief Financial Officer

EX-32

Exhibit 32.0

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of First Advantage Bancorp (the “Company”) for the quarter ended September 30, 2010, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company as of and for the period covered by the Report.

By:           /s/Earl O. Bradley, III

Earl O. Bradley, III

Chief Executive Officer

November 10, 2010

By:           /s/Patrick C. Greenwell

Patrick C. Greenwell

Chief Financial Officer

November 10, 2010