First Advantage Bancorp (FABK) 10-Q 2012 Q3 Quarterly report

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, 2012

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 _X__  No ___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See 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 9, 2012 was 4,322,205.

FIRST ADVANTAGE BANCORP

Table of Contents

		Page
	Part I. Financial Information
Item 1.	Condensed Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011	1
	Unaudited - Condensed Consolidated Statements of Income for the Three Months and  Nine Months Ended September 30, 2012 and 2011	2
	Unaudited - Condensed Consolidated Statements of Comprehensive Income for the Three Months and Nine Months Ended September 30, 2012 and 2011	3
	Unaudited - Condensed Consolidated Statements of Shareholders’ Equity for the Nine Months Ended September 30, 2012 and 2011	4
	Unaudited - Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40
	Part II.  Other Information
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	41
	SIGNATURES	42

First Advantage Bancorp						��
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share and per share amounts)
	September 30,			December 31,
	2012			2011
	(Unaudited)
Assets
Cash and due from banks	$	5,567		$	7,651
Interest-bearing demand deposits with banks		19,056			1,680
Federal funds sold		2,100			1,425
Cash and cash equivalents		26,723			10,756
Available-for-sale securities, at fair value		58,531			70,279
Loans held for sale, at cost		1,684			5,509
Loans, net of allowance for loan losses of $5,107 and $4,316 at   September 30, 2012 and December 31, 2011, respectively		257,190			259,534
Premises and equipment, net		7,499			7,504
Other real estate owned, net		1,021			1,391
Federal Home Loan Bank stock, at cost		2,988			2,988
Accrued interest receivable		1,255			1,571
Income taxes refundable		2,886			2,789
Deferred tax asset, net		948			1,927
Other assets		1,807			1,901
Total assets	$	362,532		$	366,149
Liabilities and Shareholders' Equity
Liabilities
Deposits
Demand	$	31,883		$	28,062
Savings, checking and money market		131,600			134,360
Time certificates		89,533			70,162
Total deposits		253,016			232,584
Short-term borrowings		2,880			14,676
Federal Home Loan Bank advances		13,000			13,000
Long-term debt		25,000			35,000
Other liabilities		2,161			4,414
Total liabilities		296,057			299,674
Commitments and contingencies		-			-
Shareholders' Equity
Preferred stock, $0.01 par value, 10,000,000 shares authorized    no shares outstanding at September 30, 2012 or December 31, 2011		-			-
Common stock, $0.01 par value 50,000,000 shares authorized,   4,322,205 shares issued and 3,923,586 outstanding at   September 30, 2012 and 4,459,135 shares issued and    4,038,260 outstanding at December 31, 2011		43			45
Additional paid-in-capital		43,126			44,579
Common stock held by:
Nonqualified Deferred Compensation Plan		(1,908	)		(1,845	)
Employee Stock Ownership Plan		(2,860	)		(2,860	)
2008 Equity Incentive Plan		(800	)		(1,107	)
Retained earnings		26,207			24,900
Accumulated other comprehensive income		2,667			2,763
Total shareholders' equity		66,475			66,475
Total liabilities and shareholders' equity	$	362,532		$	366,149
See accompanying notes to unaudited condensed consolidated financial statements.

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,
	2012			2011		2012			2011
Interest and dividend income
Loans	$	3,688		$	3,580	$	11,311		$	10,756
Investment securities		580			712		1,888			2,218
Other		61			58		180			183
Total interest and dividend income		4,329			4,350		13,379			13,157
Interest expense
Deposits		444			528		1,362			1,672
Borrowings		318			442		1,114			1,324
Total interest expense		762			970		2,476			2,996
Net interest income		3,567			3,380		10,903			10,161
Provision for loan losses		768			235		1,234			723
Net interest income after provision for loan losses		2,799			3,145		9,669			9,438
Non-interest income
Service charges on deposit accounts and other fees		296			327		901			937
Loan servicing and other fees		38			35		111			76
Net gains on sales of mortgage loans held for sale		279			191		748			690
Net (loss) gain on sales of other real estate owned		(28	)		1		(31	)		45
Net realized gain on sales of available-for-sale securities		-			25		474			25
Net realized gain on sales of other assets held-for-sale		546			-		546			-
Insurance and brokerage commissions		39			58		113			114
Other		4			5		25			17
Total non-interest income		1,174			642		2,887			1,904
Non-interest expense
Salaries and employee benefits		1,796			1,491		4,975			4,818
Net occupancy expense		223			178		567			515
Equipment expense		182			177		539			533
Data processing fees		243			239		738			684
Professional fees		267			231		629			589
Marketing expense		94			117		278			369
Supplies and communication		96			89		280			237
Loan collection and repossession expense		50			5		106			5
Other		460			401		1,403			1,361
Total non-interest expense		3,411			2,928		9,515			9,111
Income before income taxes		562			859		3,041			2,231
Provision for income taxes		120			333		1,079			861
Net income	$	442		$	526	$	1,962		$	1,370
Per common share:
Basic net income per common share	$	0.11		$	0.13	$	0.50		$	0.33
Diluted net income per common share	$	0.11		$	0.12	$	0.47		$	0.31
Dividends declared per common share	$	0.05		$	0.05	$	0.15		$	0.15
Basic weighted average common shares outstanding		3,913,369			4,071,884		3,938,787			4,095,070
Diluted weighted average common shares outstanding		4,194,335			4,404,525		4,212,647			4,439,465
See accompanying notes to unaudited condensed consolidated financial statements.

2

First Advantage Bancorp
Unaudited - Condensed Consolidated Statements of Other Comprehensive Income
(Dollars in thousands)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Net income	$	442		$	526		$	1,962		$	1,370
Unrealized (loss) gain on available-for-sale securities		(55	)		177			(630	)		930
Less reclassification adjustment for realized gains included in income		-			(25	)		(474	)		(25	)
Other comprehensive (losses) gains, before tax effect		(55	)		152			(156	)		905
Tax (benefit) expense		(21	)		58			(60	)		347
Other comprehensive (loss) income		(34	)		94			(96	)		558
Comprehensive income	$	408		$	620		$	1,866		$	1,928
See accompanying notes to unaudited condensed consolidated financial statements.

3

First Advantage Bancorp
Unaudited - Condensed Consolidated Statements of Shareholders' Equity
Nine Months Ended September 30, 2012 and 2011
(Dollars in thousands, except share and per share amounts)
													Common			Accumulated
							Additional						Stock			Other			Total
	Common Stock						Paid-in			Retained			Acquired by			Comprehensive			Shareholders'
	Shares			Stock			Capital			Earnings			Benefit Plans			Income			Equity
Balance at January 1, 2011		4,632,494		$	46		$	46,626		$	23,923		$	(6,442	)	$	2,574		$	66,727
Comprehensive income, net of tax:
Net income					-			-			1,370			-			-			1,370
Change in unrealized appreciation of  available-for-sale securities, net of tax					-			-			-			-			558			558
Treasury stock purchase/retire		(130,200	)		(1	)		(1,718	)		-			-			-			(1,719	)
Treasury stock issued for stock options exercises		55,279			1			569			-			-			-			570
Dividends paid ($0.15 per common share)					-			-			(694	)		-			-			(694	)
Purchase of shares by employee benefit plans					-			119			-			(119	)		-			-
Release of shares by employee benefit plans					-			(307	)		-			307			-			-
Stock-based compensation					-			632			-			-			-			632
Balance at September 30, 2011		4,557,573		$	46		$	45,921		$	24,599		$	(6,254	)	$	3,132		$	67,444
Balance at January 1, 2012		4,459,135		$	45		$	44,579		$	24,900		$	(5,812	)	$	2,763		$	66,475
Comprehensive income, net of tax:
Net income					-			-			1,962			-			-			1,962
Change in unrealized appreciation of  available-for-sale securities, net of tax					-			-			-			-			(96	)		(96	)
Treasury stock purchase/retire		(136,930	)		(2	)		(1,775	)		-			-			-			(1,777	)
Dividends paid ($0.15 per common share)					-			-			(655	)		-			-			(655	)
Purchase of shares by employee benefit plans					-			63			-			(63	)		-			-
Release of shares by employee benefit plans					-			(307	)		-			307			-			-
Stock-based compensation					-			566			-			-			-			566
Balance at September 30, 2012		4,322,205		$	43		$	43,126		$	26,207		$	(5,568	)	$	2,667		$	66,475
See accompanying notes to unaudited condensed consolidated financial statements.

4

First Advantage Bancorp
Unaudited - Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
	Nine Months Ended
	September 30,
	2012	2011
Operating activities
Net income	$       1,962	$   1,370
Adjustments to reconcile net income to net cash   provided by operating activities
Provision for loan losses	1,234	723
Depreciation, amortization and accretion	644	578
Deferred income taxes	958	228
Funding of mortgage loans held for sale	(31,516)	(28,230)
Proceeds from sales of mortgage loans held for sale	36,089	29,660
Net gains on sales of mortgage loans held for sale	(748)	(690)
Net gains on sale of available-for-sale securities	(474)	(25)
Net gain on assets held-for-sale	(546)	-
Stock-based compensation	566	632
Decrease in other assets	512	285
Decrease in other liabilities	(2,254)	(1,500)
Net cash provided by operating activities	6,427	3,031
Investing activities
Proceeds from maturities of other investments	-	3,237
Purchases of securities available for sale	(7,481)	(15,289)
Proceeds from call/maturities and repayments of securities available-for-sale	18,642	16,478
Proceeds from sales of securities available-for-sale	474	1,864
Net decrease (increase) in loans	472	(4,426)
Purchases of premises and equipment	(452)	(388)
Proceeds from sale of other assets held-for-sale	738	-
Proceeds from sale of other real estate owned and repossessed assets	943	38
Net cash provided by investing activities	13,336	1,514
Financing activities
Net increase in demand deposits, savings, checking, and money market accounts	1,061	17,447
Net increase (decrease) in time deposits	19,371	(8,100)
Net decrease in short-term borrowings	(11,796)	3,830
Principal paid on long-term debt	(10,000)	-
Cash paid for dividends	(655)	(694)
Stock repurchased/retired  - repurchase program	(1,777)	(1,719)
Proceeds from stock option exercises	-	569
Net cash (used in) provided by financing activities	(3,796)	11,333
Increase in cash and cash equivalents	15,967	15,878
Cash and cash equivalents, beginning of period	10,756	7,788
Cash and cash equivalents, end of period	$     26,723	$ 23,666
Supplemental cash flow information:
Other real estate owned acquired through foreclosure of real estate loans	$         638	$      760
Transfer of other real estate to loans	192	28
See accompanying notes to unaudited condensed consolidated financial statements.

5

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 Advantage Bank (the “Bank”) and the Bank’s subsidiaries.  First Advantage Bank is a Tennessee-chartered commercial bank originally founded in 1953 and is headquartered in Clarksville, Tennessee.  The Company uses the premises, equipment and other property of the Bank 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 the Bank.  These financial statements have been prepared in accordance with accounting principles generally accepted 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, 2012 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, 2011 filed with the United States Securities and Exchange Commission (the “SEC”) on March 9, 2012.

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

ASU 2011-11, “Balance Sheet (Topic 210) - “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 amends Topic 210, “Balance Sheet,” to require an entity to disclose both gross and net information about financial instruments, such as sales and repurchase agreements and reverse sale and repurchase agreements and securities borrowing/lending arrangements, and derivative instruments that are eligible for offset in the statement of financial position and/or subject to a master netting arrangement or similar agreement. ASU 2011-11 is effective for annual and interim periods beginning on January 1, 2013, and is not expected to have a significant impact on the Company’s consolidated financial position, results of operation, cash flows, or disclosures.

ASU 2011-12 “Comprehensive Income (Topic 220) - Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” ASU 2011-12 defers changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments to allow the FASB time to redeliberate whether to require presentation of such adjustments on the face of the financial statements to show the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. ASU 2011-12 allows entities to continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU No. 2011-05. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12. ASU 2011-12 is effective for annual and interim periods beginning after December 15, 2011.  In connection with the adoption of ASU No. 2011-12, in the first quarter of 2012, the Company presented condensed consolidated statements of other comprehensive income in the accompanying financial statements.

6

NOTE 3 – EARNINGS PER COMMON SHARE

Basic earnings per share (“EPS”) is calculated by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS is computed in a manner similar to that of basic EPS except that the weighted-average number of common shares outstanding is increased to include the number of incremental common shares (computed using the treasury stock method) that would have been outstanding if all potentially dilutive common stock equivalents (such as stock options and unvested restricted stock) were vested during the period.  The weighted average  common shares outstanding equals the gross number of common shares issued less unallocated shares held by the First Advantage Bank Employee Stock Ownership Plan (“ESOP”), nonvested restricted stock 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.

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,
	2012		2011		2012		2011
Net income	$	442	$	526	$	1,962	$	1,370
Weighted-average shares - Basic EPS		3,913,369		4,071,884		3,938,787		4,095,070
Weighted-average restricted shares -
2007 Deferred Compensation Plan		-		65,141		-		60,053
2008 Equity Incentive Plan		164,830		168,078		158,744		186,043
Weighted-average shares -
ESOP committed to be released		116,136		99,422		115,116		98,299
Weighted-average shares - Diluted EPS		4,194,335		4,404,525		4,212,647		4,439,465
Basic earnings per common share	$	0.11	$	0.13	$	0.50	$	0.33
Diluted earnings per common share	$	0.11	$	0.12	$	0.47	$	0.31

For the three and nine month periods ended September 30, 2012, options to purchase 17,500 shares and 37,500 shares, respectively, were outstanding but were not included in the computation of diluted EPS because the options’ common stock equivalents were antidilutive.

7

NOTE 4 –LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans

The Company’s primary lending activity is the origination of loans secured by real estate.  The Company originates one-to-four family mortgage loans, multi-family loans, nonresidential real estate loans, commercial business loans, land loans and construction loans.  To a lesser extent, the company also originates consumer loans.

The following table summarizes the composition of total net loans receivable at September 30, 2012 and December 31, 2011:

	September 30, 2012						December 31, 2011
	Amount			Percent			Amount			Percent
	(Dollars in thousands)
Real estate loans:
Permanent loans:
One-to-four family	$	48,599			18.5	%	$	44,813			17.0	%
Multi-family		17,751			6.8			16,695			6.3
Nonresidential		95,952			36.6			98,278			37.3
Construction loans:
One-to-four family		19,482			7.4			18,618			7.1
Multi-family		2,425			0.9			2,357			0.9
Nonresidential		9,443			3.6			6,753			2.5
Land loans		24,819			9.5			25,409			9.6
Total real estate loans		218,471			83.3			212,923			80.7
Consumer:
Home equity loans and lines of credit		18,701			7.1			19,722			7.5
Auto loans		390			0.2			429			0.2
Deposit loans		215			0.1			321			0.1
Overdrafts		34			-			77			-
Other		1,172			0.4			1,828			0.7
Total consumer loans		20,512			7.8			22,377			8.5
Commercial loans		23,261			8.9			28,462			10.8
Total loans		262,244			100.0	%		263,762			100.0	%
Allowance for loan losses		(5,107	)					(4,316	)
Net deferred loan costs		53						88
Loans receivable, net	$	257,190					$	259,534

8

The following table sets forth certain information at September 30, 2012 and December 31, 2011 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.

	.	At September 30, 2012
				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		$	12,240	$	31,232	$	30,737	$	10,954	$	11,609	$	13,198	$	109,970
More than one year to three years			7,555		26,910		613		9,543		1,024		3,420		49,065
More than three years to five years			15,757		39,068		-		4,024		1,013		2,844		62,706
More than five years to fifteen years			8,305		16,493		-		298		6,866		3,799		35,761
More than fifteen years			4,742		-		-		-		-		-		4,742
Total		$	48,599	$	113,703	$	31,350	$	24,819	$	20,512	$	23,261	$	262,244
		At December 31, 2011
				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		$	9,942	$	12,231	$	25,977	$	14,289	$	11,637	$	17,041	$	91,117
More than one year to three years			10,457		56,586		1,751		7,610		1,645		7,651		85,700
More than three years to five years			11,244		40,319		-		3,032		1,011		3,448		59,054
More than five years to fifteen years			6,675		5,837		-		478		8,084		322		21,396
More than fifteen years			6,495		-		-		-		-		-		6,495
Total		$	44,813	$	114,973	$	27,728	$	25,409	$	22,377	$	28,462	$	263,762

9

Thefollowing tables set forth the dollar amount of all loans at September 30, 2012 that are due after September 30, 2013, and at December 31, 2011 that are due after December 31, 2012, and have either fixed interest rates or floating or adjustable interest rates.

As of September 30, 2012			Floating or
	Fixed Rates		Adjustable Rates		Total
	(Dollars in thousands)
One-to-four family	$	32,744	$	3,615	$	36,359
Multi-family and nonresidential		75,621		6,850		82,471
Construction		613		-		613
Land		2,526		11,339		13,865
Consumer		2,166		6,737		8,903
Commercial		9,690		373		10,063
Total	$	123,360	$	28,914	$	152,274
As of December 31, 2011			Floating or
	Fixed Rates		Adjustable Rates		Total
	(Dollars in thousands)
One-to-four family	$	33,873	$	998	$	34,871
Multi-family and nonresidential		93,484		9,258		102,742
Construction		213		1,538		1,751
Land		3,045		8,076		11,121
Consumer		3,293		7,446		10,739
Commercial		10,061		1,360		11,421
Total	$	143,969	$	28,676	$	172,645

Our adjustable-rate mortgage loans do not adjust downward below the initial discounted contract rate.  When market rates rise, as has occurred in recent periods, the interest rates on these loans may increase based on the contract rate (the index plus the margin) exceeding the initial interest rate floor.

Nonperforming Assets

We consider repossessed assets and loans that are 90 days or more past due to be nonperforming assets.  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 delinquent at which time the accrual of interest ceases and uncollectible interest is reversed against interest income.  Typically, payments received on a non-accrual loan are first applied to the outstanding principal balance.  At September 30, 2012 and December 31, 2011, non-accruing loans totaled $4.4 million and $2.8 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 $77,000 for the first nine months of 2012.  No interest income was recognized on non-accrual loans on a cash basis during the first nine months of 2012 or 2011.

Other real estate owned and repossessed assets which are acquired through, or in lieu, of foreclosure are held for sale and initially recorded at fair value less estimated selling cost when acquired, establishing a new cost basis.  Costs after acquisition are generally expensed.  Any reductions in fair value of the asset are recorded through expense.  The valuations of other real estate owned and repossessed assets are subjective in nature and may be adjusted in the future because of changes in economic conditions.

10

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

Nonperforming Assets	At September 30,			At December 31,
	2012			2011
	(Dollars in thousands)
Non-accrual loans:
One- to four-family	$	985		$	2,135
Multi-family and nonresidential		2,866			-
Construction		-			-
Land		-			-
Consumer		223			254
Commercial		301			399
Total		4,375			2,788
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		4,375			2,788
more past due loans
Real estate owned		1,021			1,391
Other nonperforming assets		-			-
Total nonperforming assets	$	5,396		$	4,179
Total nonperforming loans to total loans		1.67	%		1.06	%
Total nonperforming loans to total assets		1.21	%		0.76	%
Total nonperforming assets to total assets		1.49	%		1.14	%

Allowance for Loan Losses

The allowance for loan losses is a valuation allowance for probable credit losses in the loan portfolio and represents management’s best estimate of known and inherent losses in the loan portfolio, based upon management’s evaluation of the portfolio’s collectability. We evaluate the need to establish allowances against losses on loans on a quarterly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings. The recommendations for increases or decreases to the allowance are approved by the Asset Quality Review Committee and presented to the Board of Directors.

Our methodology for assessing the appropriateness of the allowance for loan losses consists of: (1) a specific allowance on identified problem loans; and (2) a general valuation allowance on the remainder of the loan portfolio. Management estimates a range of losses and then makes its best estimate of potential credit losses within that range. Although we determine the amount of each element of the allowance separately, the entire allowance for loan losses is available for the entire portfolio.

11

Specific Allowance Required for Identified Problem Loans. We establish an allowance on certain identified problem loans based on such factors as: (1) the strength of the customer’s personal or business cash flows; (2) the availability of other sources of repayment; (3) the amount due or past due; (4) the type and value of collateral; (5) the strength of our collateral position; and (6) the borrower’s effort to cure the delinquency.

General Valuation Allowance on the Remainder of the Loan Portfolio. We establish a general allowance for loans that are not currently classified in order to recognize the inherent losses associated with lending activities. This general valuation allowance is determined through two steps. First, we estimate potential losses on the portfolio by analyzing historical losses for each loan category. Second, we look at additional significant factors that, in management’s judgment, affect the collectability of the portfolio as of the evaluation date. These significant factors may include changes in lending policies and procedures; international, national, regional and local economic conditions; changes in the nature and volume of the portfolio; changes in the experience, ability and depth of lending management; changes in the volume of past dues, non-accruals and classified assets; changes in the quality of the loan review system; changes in the value of underlying collateral for collateral dependent loans; concentrations of credit, and other factors.

We also identify loans that may need to be charged-off as a loss by reviewing all delinquent loans, classified loans and other loans for which management may have concerns about collectability. For individually reviewed loans, the borrower’s inability to make payments under the terms of the loan or a shortfall in collateral value, if the loan is collateral dependent, would result in our allocating a portion of the allowance to the loan that was impaired.

At September 30, 2012, our allowance for loan losses represented 1.9% of total gross loans and 116.7% of nonperforming loans.  At December 31, 2011, our allowance for loan losses represented 1.6% of total gross loans and 154.8% of nonperforming loans.  The allowance for loan losses increased $791,000 to $5.1 million at September 30, 2012 from $4.3 million at December 31, 2011 primarily due to increases in non-performing loans and classified loans.

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,
	2012								2011
						% 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	$	354		6.9	%		18.5	%	$	476		11.0	%		17.0	%
Multi-family and nonresidential		2,684		52.6			43.4			1,063		24.6			43.6
Construction		400		7.8			11.9			400		9.3			10.5
Land		515		10.1			9.5			614		14.2			9.6
Consumer		252		4.9			7.8			296		6.9			8.5
Commercial		902		17.7			8.9			1,467		34.0			10.8
Total allowance for loan losses	$	5,107		100.0	%		100.0	%	$	4,316		100.0	%		100.0	%

12

Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and our results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while we believe we have established our allowance for loan losses in conformity with accepted accounting principles, there can be no assurance that our regulators, in reviewing our loan portfolio, will not require us to increase our allowance for loan losses. Our regulators may require us to increase our allowance for loan losses based on judgments different from ours. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations.

Analysis of Loan Loss Experience

The following table details allowance for loan losses and recorded investment in loans by portfolio segment for the three and nine months ended September 30, 2012 and 2011:

Allowance for Credit Losses and Recorded Investment in Financing Receivables
	One-to-Four			Multi-family/									Consumer
	Family			Nonresidential			Construction			Land			and Other			Commercial			Unallocated		Total
Three Months Ended September 30, 2012
Allowance for credit losses:
Beginning balance	$	354		$	1,358		$	500		$	692		$	252		$	1,213		$	-	$	4,369
Charge offs		(3	)		-			-			-			(10	)		(22	)		-		(35	)
Recoveries		-			-			-			-			1			4			-		5
Provision (Credit)		3			1,326			(100	)		(177	)		9			(293	)		-		768
Ending balance	$	354		$	2,684		$	400		$	515		$	252		$	902		$	-	$	5,107
Three Months Ended September 30, 2011
Allowance for credit losses:
Beginning balance	$	371		$	1,098		$	325		$	621		$	250		$	1,256		$	-	$	3,921
Charge offs		(16	)		(9	)		(32	)		-			(13	)		-			-		(70	)
Recoveries		-			-			-			-			1			3			-		4
Provision		19			37			107			29			14			29			-		235
Ending balance	$	374		$	1,126		$	400		$	650		$	252		$	1,288		$	-	$	4,090

13

Allowance for Credit Losses and Recorded Investment in Financing Receivables
	One-to-Four			Multi-family/									Consumer
	Family			Nonresidential			Construction			Land			and Other			Commercial			Unallocated		Total
Nine Months Ended September 30, 2012
Allowance for credit losses:
Beginning balance	$	476		$	1,063		$	400		$	614		$	296		$	1,467		$	-	$	4,316
Charge offs		(239	)		-			(31	)		-			(35	)		(153	)		-		(458	)
Recoveries		-			6			-			-			2			7			-		15
Provision (Credit)		117			1,615			31			(99	)		(11	)		(419	)		-		1,234
Ending balance	$	354		$	2,684		$	400		$	515		$	252		$	902		$	-	$	5,107
Nine Months Ended September 30, 2011
Allowance for credit losses:
Beginning balance	$	545		$	1,061		$	325		$	730		$	250		$	738		$	-	$	3,649
Charge offs		(16	)		(9	)		(32	)		-			(26	)		(236	)		-		(319	)
Recoveries		-			-			-			-			7			30			-		37
Provision (Credit)		(155	)		74			107			(80	)		21			756			-		723
Ending balance	$	374		$	1,126		$	400		$	650		$	252		$	1,288		$	-	$	4,090

The allocation method used by the Company includes specific allocations for impaired loans evaluated individually for impairment based on collateral values and the remaining loan portfolio collectively evaluated for impairment primarily based on historical loss rates and other qualitative factors.  Based on an appraisal received during the third quarter of 2012, an additional specific impairment provision of $888,000 was recorded in the third quarter due to a collateral shortfall in one loan relationship secured primarily by non-residential commercial real estate.  The following table details the allowance for loan losses and recorded investment in loans by portfolio segment for the nine months ended September 30, 2012 and 2011.

The

Allowance for Loan Losses and Recorded Investment in Loans
For the Nine Months Ended September 30, 2012
(Dollars in thousands)
	One-to-Four		Multi-family/						Consumer
	Family		Nonresidential		Construction		Land		and Other		Commercial		Unallocated		Total
Allowance for loan losses:
Ending balance individually   evaluated for impairment	$	-	$	888	$	-	$	-	$	-	$	243	$	-	$	1,131
Ending balance collectively   evaluated for impairment		354		1,796		400		515		252		659		-		3,976
Ending Balance	$	354	$	2,684	$	400	$	515	$	252	$	902	$	-	$	5,107
Loans:
Ending balance individually   evaluated for impairment	$	912	$	4,116	$	-	$	-	$	160	$	560	$	-	$	5,748
Ending balance collectively   evaluated for impairment		47,687		109,587		31,350		24,819		20,352		22,701		-		256,496
Ending balance	$	48,599	$	113,703	$	31,350	$	24,819	$	20,512	$	23,261	$	-	$	262,244

14

Allowance for Loan Losses and Recorded Investment in Loans
For the Nine Months Ended September 30, 2011
(Dollars in thousands)
		One-to-Four		Multi-family/						Consumer
		Family		Nonresidential		Construction		Land		and Other		Commercial		Unallocated		Total
Allowance for loan losses:
Ending balance individually   evaluated for impairment	$	21		$	-	$	-	$	-	$	-	$	258	$	-	$	279
Ending balance collectively   evaluated for impairment		353			1,126		400		650		252		1,030		-		3,811
Ending Balance	$		374	$	1,126	$	400	$	650	$	252	$	1,288	$	-	$	4,090
Loans:
Ending balance individually   evaluated for impairment	$		488	$	-	$	-	$	541	$	160	$	602	$	-	$	1,791
Ending balance collectively   evaluated for impairment			41,640		99,388		27,586		24,387		21,719		28,850		-		243,570
Ending balance	$		42,128	$	99,388	$	27,586	$	24,928	$	21,879	$	29,452	$	-	$	245,361

The following table shows credit quality indicators at September 30, 2012 and December 31, 2011:

Credit Quality Indicators as of September 30, 2012
(Dollars in thousands)
	One-to-Four		Multi-family/						Consumer
	Family		Nonresidential		Construction		Land		and Other		Commercial		Total
Corporate Credit Exposures
Credit Risk Profile by Internally Assigned Grade
Grade:
Pass	$	46,610	$	106,268	$	31,350	$	22,492	$	20,132	$	22,316	$	249,168
Special mention		430		1,365		-		2,327		75		236		4,433
Substandard		1,559		6,070		-		-		305		709		8,643
Doubtful		-		-		-		-		-		-		-
Total	$	48,599	$	113,703	$	31,350	$	24,819	$	20,512	$	23,261	$	262,244

15

Credit Quality Indicators as of December 31, 2011
(Dollars in thousands)
	One-to-Four		Multi-family/						Consumer
	Family		Nonresidential		Construction		Land		and Other		Commercial		Total
Corporate Credit Exposures
Credit Risk Profile by Internally Assigned Grade
Grade:
Pass	$	41,534	$	111,213	$	26,403	$	25,195	$	21,971	$	27,353	$	253,669
Special mention		840		1,398		137		168		163		472		3,178
Substandard		2,439		2,362		1,188		46		243		426		6,704
Doubtful		-		-		-		-		-		211		211
Total	$	44,813	$	114,973	$	27,728	$	25,409	$	22,377	$	28,462	$	263,762

Credit risk by internally assigned grade

Loans assigned a grade of “Pass” range from loans with virtually no risk of default to loans including some or all of the following characteristics: borrower generally generates sufficient but strained cash flows to fund debt service, key ratios are generally slightly worse than peers, earnings may be trending downward, borrower is currently performing as agreed, risk of default is higher than normal but with prospects for improved financial performance, some borrower management team weaknesses may be evident, loans are protected by collateral that can be liquidated, industry outlook may be trending down but is generally acceptable.

Loans assigned a grade of “Special mention” characteristics include, but are not limited to, the following: weakened due to negative trends in the balance sheet and income statement, current cash flow may be insufficient to meet debt service, existence of documentation deficiencies, potential risk of payment default, collateral coverage is minimal, financial information may be inadequate to show the recent condition of the borrower, management of the borrower may not be adequately qualified or have limited experience, turnover in key positions and industry outlook is generally negative with reasonable expectations of a turnaround within 12 to 18 months.

Loans assigned a grade of “Substandard” characteristics include, but are not limited to, the following:  payment default and /or loss is possible but not yet probable, cash flow is insufficient to service debt, there is a likelihood that the collateral will have to be liquidated and/or the guarantor will be called upon to repay the debt, collateral coverage is marginal or nonexistent, guarantor has limited outside worth and is highly leveraged, management of the borrower has no prior experience with similar activities, capital base is weak and insufficient to absorb continuing losses and industry outlook is generally negative with reasonable expectations of a turnaround within 18 to 24 months.

Loans assigned a grade of “Doubtful” include all of the characteristics of “Substandard”, but available information suggests it is unlikely that the loan will be paid back in its entirety. Cash flows are insufficient to service the debt, the borrower has had a series of substantial losses, key ratios are at unacceptable levels, and industry outlook is negative with an undeterminable recovery time. If the current adverse trends continue, it is unlikely the borrower will have the ability to meet the terms of the loan agreement. The probability of incurring a loss is greater than 50%. All loans classified as doubtful are placed on nonaccrual status.

These internally assigned grades are updated on a continual basis throughout the course of the year and represent management’s most updated judgment regarding grades at September 30, 2012.

16

Credit risk by payment activity

Loans that do not receive an internally assigned grade are separated into two categories: performing and nonperforming. Performing loans are generally abiding by the terms of their loan contract and are less than 90 days past due. Loans are deemed nonperforming typically when they reach nonaccrual status or are 90 days past due or greater. The information presented by payment activity is updated as of September 30, 2012 based upon past due status as of that date.

The following table shows an aging analysis of past due loans as of the dates indicated:

Age Analysis of Past Due Loans
As of September 30, 2012
(Dollars in thousands)
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans		Loans >90 Days and Accruing
One-to-four family	$	671	$	85	$	602	$	1,358	$	47,241	$	48,599	$	-
Multifamily/nonresidential		1,164		122		-		1,286		112,417		113,703		-
Construction		-		-		-		-		31,350		31,350		-
Land		-		-		-		-		24,819		24,819		-
Consumer and other		55		-		177		232		20,280		20,512		-
Commercial		317		40		260		617		22,644		23,261		-
Total	$	2,207	$	247	$	1,039	$	3,493	$	258,751	$	262,244	$	-

Age Analysis of Past Due Loans
As of December 31, 2011
(Dollars in thousands)
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans		Loans >90 Days and Accruing
One-to-four family	$	889	$	172	$	1,300	$	2,361	$	42,452	$	44,813	$	-
Multifamily/nonresidential		-		237		-		237		114,736		114,973		-
Construction		292		-		-		292		27,436		27,728		-
Land		-		-		-		-		25,409		25,409		-
Consumer and other		303		23		159		485		21,892		22,377		-
Commercial		269		189		385		843		27,619		28,462		-
Total	$	1,753	$	621	$	1,844	$	4,218	$	259,544	$	263,762	$	-

17

Impaired Loans

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due, including both scheduled principal and interest payments, in accordance with the original contractual terms of the loan agreement.  Impairment is measured on an individual loan basis or collectively for large groups of homogenous loans with smaller balances.  A specific valuation allowance is established, if necessary, to report net impaired loans using either the present value of expected future cash flows using the loan’s effective interest rate, observable market price or at the fair value of collateral less costs to sell, if the loans are collateral dependent and payment is expected only from collateral.

The following tables set forth details regarding impaired loans as of the periods indicated:

Impaired Loans
For the Nine Months Ended September 30, 2012
( Dollars in thousands)
							Average Recorded Investment				Interest Income Recognized
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Quarter To Date		Year To Date		Quarter To Date		Year To Date
With no related allowance recorded:
One-to-four family	$	912	$	985	$	-	$	914	$	935	$	8	$	8
Multifamily/nonresidential		1,022		1,022		-		1,023		1,025		5		15
Construction		-		-		-		-		-		-		-
Land		-		-		-		-		-		-		-
Consumer and other		160		160		-		160		160		-		-
Commercial		-		-		-		-		-		-		-
Subtotal		2,094		2,167		-		2,097		2,120		13		23
With an allowance recorded:
One-to-four family		-		-		-		-		-		-		-
Multifamily/nonresidential		3,094		3,094		888		3,094		3,094		-		-
Construction		-		-		-		-		-		-		-
Land		-		-		-		-		-		-		-
Consumer and other		-		-		-		-		-		-		-
Commercial		560		561		243		565		569		4		16
Subtotal		3,654		3,655		1,131		3,659		3,663		4		16
Total:
One-to-four family		912		985		-		914		935		8		8
Multifamily/nonresidential		4,116		4,116		888		4,117		4,119		5		15
Construction		-		-		-		-		-		-		-
Land		-		-		-		-		-		-		-
Consumer and other		160		160		-		160		160		-		-
Commercial		560		561		243		565		569		4		16
Total	$	5,748	$	5,822	$	1,131	$	5,756	$	5,783	$	17	$	39

18

Impaired Loans
For the Twelve Months Ended December 31, 2011
( Dollars in thousands)
							Average Recorded Investment				Interest Income Recognized
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Quarter To Date		Year To Date		Quarter To Date		Year To Date
With no related allowance recorded:
One-to-four family	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Multifamily/nonresidential		237		237		-		237		237		-		-
Construction		-		-		-		-		-		-		-
Land		-		-		-		-		-		-		-
Consumer and other		-		-		-		-		-		-		-
Commercial		166		218		-		166		166		-		-
Subtotal		403		455		-		403		403		-		-
With an allowance recorded:
One-to-four family		655		655		50		655		659		-		28
Multifamily/nonresidential		-		-		-		-		-		-		-
Construction		-		-		-		-		-		-		-
Land		-		-		-		-		-		-		-
Consumer and other		203		203		117		203		204		-		7
Commercial		655		675		394		656		681		2		22
Subtotal		1,513		1,533		561		1,514		1,544		2		57
Total:
One-to-four family		655		655		50		655		659		-		28
Multifamily/nonresidential		237		237		-		237		237		-		-
Construction		-		-		-		-		-		-		-
Land		-		-		-		-		-		-		-
Consumer and other		203		203		117		203		204		-		7
Commercial		821		893		394		822		847		2		22
Total	$	1,916	$	1,988	$	561	$	1,917	$	1,947	$	2	$	57

No interest was recognized on impaired loans on a cash basis during the nine month period ended September 30, 2012 or the twelve month period ended December 31, 2011.

19

Troubled Debt Restructurings

The following table sets forth information about loan modifications which were considered Troubled Debt Restructurings (“TDRs”) as of September 30, 2012 and December 31, 2011.

Modifications
As of September 30, 2012
(Dollars in thousands)
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled debt restructurings
One-to-four family		1	$	168	$	161
Multi-family and nonresidential		1		3,103		3,094
Commercial		2		127		125
Total		4	$	3,398	$	3,380
Troubled Debt Restructurings That Subsequently Defaulted	Number of Contracts		Pre-Modification Outstanding Recorded Investment
Troubled debt restructurings
One-to-four family		1	$	168

Modifications
As of December 31, 2011
(Dollars in thousands)
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled debt restructurings
One-to-four family		1	$	168	$	165
Consumer and other		1		40		40
Commercial		2		237		231
Total		4	$	445	$	436
Troubled Debt Restructurings That Subsequently Defaulted	Number of Contracts		Pre-Modification Outstanding Recorded Investment
Troubled debt restructurings
One-to-four family		1	$	168

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 allowance allocated to TDRs, excluding specifically-impaired loans referred to above, totaled $0 at September 30, 2012 and 2011.  Loans characterized as TDRs totaled $3.4 million at September 30, 2012 compared to $436,000 at December 31, 2011.  The TDR total of $3.4 million at September 30, 2012 is comprised of four performing loans.  The significant increase in TDR loans occurred during the third quarter of 2012, when one non-residential commercial real estate loan totaling $3.1 million was restructured as a TDR and the Bank advanced additional funds to the borrowers in order to cover property taxes for the years 2010 and 2011.  Additionally, during the third quarter, the Bank received an appraisal which indicated a shortfall in the value of the collateral by which this loan is secured, consequently a specific impairment of $888,000 was recorded.  This loan continues to pay based on the contractual terms and is not past due and has not been placed in non-accrual status.  Management believes that the specific reserves carried are adequate to cover potential future losses related to this relationship. At September 30, 2012, one TDR consisted of a single family residential loan in the amount of $161,000.  This loan was reported to be in foreclosure eligibility status at December 31, 2011; however, during the first quarter of 2012 the loan was brought current by the customer and foreclosure proceedings were ceased.  Management continues to monitor the status of this loan.  The remaining TDRs consist of two commercial loans which totaled $125,000 at September 30, 2012 and both of which are paying in accordance with their restructured terms.

20

Residential Mortgage Loan Foreclosure

The Company evaluates 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.

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, 2012
(Dollars in thousands)
			Gross		Gross			Approximate
	Amortized		Unrealized		Unrealized			Fair
Available-for-sale	Cost		Gains		Losses			Value
U. S. Treasury	$	4,661	$	1,177	$	-		$	5,838
U. S. Government agencies and corporations		6,983		38		-			7,021
Mortgage-backed securities		30,031		2,375		-			32,406
Collateralized mortgage obligations		2,343		-		(10	)		2,333
State and political subdivisions		10,192		741		-			10,933
Total	$	54,210	$	4,331	$	(10	)	$	58,531
December 31, 2011
(Dollars in thousands)
			Gross		Gross			Approximate
	Amortized		Unrealized		Unrealized			Fair
Available-for-sale	Cost		Gains		Losses			Value
U. S. Treasury	$	4,692	$	1,383	$	-		$	6,075
U. S. Government agencies and corporations		8,000		22		-			8,022
Mortgage-backed securities		40,097		2,799		-			42,896
Collateralized mortgage obligations		2,611		-		(121	)		2,490
State and political subdivisions		10,163		463		(7	)		10,619
Corporate debt securities		2		175		-			177
Total	$	65,565	$	4,842	$	(128	)	$	70,279

21

Contractual maturities of debt securities at September 30, 2012 are set forth in the table below.  Securities not due at a single maturity or with no maturity date, primarily mortgage-backed securities and collateralized mortgage obligations, are shown separately.

	September 30, 2012
	Amortized		Fair
	Cost		Value
	(Dollars in thousands)
Within one year	$	-	$	-
One to five years		6,563		7,902
Five to 10 years		3,148		3,403
After 10 years		14,468		14,820
		24,179		26,125
Mortgage-backed securities		30,031		32,406
Total	$	54,210	$	58,531

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, 2012
	(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
Collateralized mortgage obligations	$	2,333	$	(10	)	$	-	$	-	$	2,333	$	(10	)
Total	$	2,333	$	(10	)	$	-	$	-	$	2,333	$	(10	)
	December 31, 2011
	(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
Collateralized mortgage obligations	$	2,490	$	(121	)	$	-	$	-	$	2,490	$	(121	)
State and political subdivisions		766		(7	)		-		-		766		(7	)
Total	$	3,256	$	(128	)	$	-	$	-	$	3,256	$	(128	)

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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.

NOTE 6 –FAIR VALUE

FASB’s ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  In general, fair values of financial instruments are based upon quoted market prices, where available.  If such quoted market prices are not available, fair value is primarily determined by matrix pricing, and in some cases, fair value is determined by an independent third party.  Valuation adjustments may be made to ensure that financial statements are recorded at fair value.  These adjustments may include amounts to reflect counterparty credit quality as well as unobservable parameters.  Any such valuation adjustments are applied consistently over time. The fair value hierarchy gives the highest priority to a valuation based on quoted prices in active markets for identical assets and liabilities (Level 1), moderate priority to a valuation based on quoted prices in active markets for similar assets and liabilities and/or based on assumptions that are observable in the market (Level 2), and the lowest priority to a valuation based on assumptions that are not observable in the market (Level 3).  The following methods and assumptions are used by the Company to estimate the fair values of the Company’s financial assets and liabilities on a recurring basis:

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.

23

Fair Value of Assets Measured on a Recurring Basis

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

September 30, 2012	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Assets:
Available for sale securities
U. S. Treasury	$	5,838	$	5,838	$	-	$	-
U. S. Government		7,021		-		7,021		-
Mortgage-backed securities		32,406		-		32,406		-
Collateralized mortgage obligations		2,333		-		2,333		-
State and political subdivisions		10,933		-		10,933		-
Corporate debt securities		-		-		-		-

Activity in assets measured using Level 3 inputs during the year was as follows:
Balance of corporate debt securities, January 1, 2012	$	177
Less reclassification adjustment for realized gains included in income		(177	)
Sales		(474	)
Realized gain included in non-interest income		474
Balance of corporate debt securities, September 30, 2012	$	-

December 31, 2011	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Assets:
Available for sale securities:
U.S. Treasury	$	6,075	$	6,075	$	-	$	-
U.S. Government agencies		8,022		-		8,022		-
Mortgage-backed securities		42,896		-		42,896		-
Collateralized mortgage obligations		2,490		-		2,490		-
State and political subdivisions		10,619		-		10,619		-
Corporate debt securities		177		-		-		177

Activity in assets measured using Level 3 inputs during the year was as follows:
Balance, January 1, 2011	$	57
Paydowns		(55	)
Unrealized gains included in other comprehensive income		175
Balance, December 31, 2011	$	177

24

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, 2012 and

December 31, 2011.

September 30, 2012	Level 1		Level 2		Level 3		Nonrecurring Fair Value Adjustments Nine Months Ended September 30, 2012
(Dollars in thousands)
Impaired loans		--		--	$	3,654	$	(570	)
Other real estate owned		--		--	$	1,021	$	27

December 31, 2011	Level 1		Level 2		Level 3		Nonrecurring Fair Value Adjustments Twelve Months Ended December 31, 2011
(Dollars in thousands)
Impaired loans		--		--	$	1,513	$	(561	)
Other real estate owned		--		--		1,391		( 38	)

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 are carried at the lower of cost or fair value.  They 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. They are recorded at cost in the consolidated balance sheets at September 30, 2012 and December 31, 2011.

Other Real Estate Owned and Repossessed Assets

Other real estate owned and repossessed assets are carried at lower of cost or estimated fair value.  The estimated fair value of the real estate or repossessed asset 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 and repossessed assets are 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 specialists. Because many of these inputs are not observable, the measurements are classified as Level 3.

25

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 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, 2012
	Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3
	(Dollars in thousands)
Financial assets
Cash and cash equivalents	$	26,723	$	26,723	$	26,723	$	-	$	-
Available-for-sale securities		58,531		58,531		5,838		52,693		-
Loans held for sale		1,684		1,684		-		1,684		-
Loans, net of allowance for loan losses		257,190		260,632		-		260,632		-
FHLB stock		2,988		2,988		-		2,988		-
Forward sale commitments		5		5		-		5		-
Financial liabilities
Deposits	$	253,016	$	253,274	$	-	$	253,274	$	-
Securities sold under agreement to repurchase		2,880		2,880		-		2,880		-
FHLB advances		13,000		13,710		-		13,710		-
Other borrowings		25,000		27,351		-		27,351		-
Interest rate lock commitments		2		2		-		2		-

At December 31, 2011
	Carrying			Fair
	Amount			Value			Level 1		Level 2			Level 3
	(Dollars in thousands)
Financial assets
Cash and cash equivalents	$	10,756		$	10,756		$	10,756	$	-		$	-
Available-for-sale securities		70,279			70,279			6,075		64,027			177
Loans held for sale		5,509			5,509			-		5,509			-
Loans, net of allowance for loan losses		259,534			262,715			-		262,715			-
FHLB stock		2,988			2,988			-		2,988			-
Forward sale commitments		(2	)		(2	)		-		(2	)		-
Financial liabilities
Deposits	$	232,584		$	232,841		$	-	$	232,841		$	-
Securities sold under agreement to repurchase		4,176			4,176			-		4,176			-
FHLB advances		23,500			24,329			-		24,329			-
Other borrowings		35,000			37,478			-		37,478			-
Interest rate lock commitments		(1	)		(1	)		-		(1	)		-

26

General

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

Cash and Cash Equivalents

The carrying amount approximates fair value, primarily due to their short-term nature.  Cash and cash equivalents are classified within Level 1 of the fair value hierarchy.

Federal Home Loan Bank Stock

The fair value of stock in the Federal Home Loan Bank equals the carrying value reported in the balance sheet.  This stock is redeemable at full par value only by the Federal Home Loan Bank.  The Company’s Federal Home Loan Bank stock is classified within Level 2 of the fair value hierarchy.

Other Investments

Other investments consist of time deposits placed with other banks and is calculated based on present value of future cash flows.  Other investments are classified within Level 2 of the fair value hierarchy.

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 1 securities include U.S. Treasury 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.

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. These are classified within Level 2 of the fair value hierarchy.

Deposits

The fair values disclosed for demand deposits, both interest-bearing and noninterest-bearing, are, by definition, equal to the amount payable on demand at the reporting date. The fair values of certificates of deposit and individual retirement accounts are estimated using a discounted cash flow based on currently effective interest rates for similar types of accounts.  Deposits are classified within Level 2 of the fair value hierarchy.

Securities Sold Under Agreement to Repurchase

Securities sold under agreement to repurchase are transacted with customers as a way to enhance our customers’ interest-earning ability.  The Company does not consider customer repurchase agreements to be a wholesale funding source, but rather an additional treasury management service provided to our customer base. Our customer repurchase agreements are based on an overnight investment sweep that can fluctuate based on our customers’ operating account balances.  These are classified within Level 2 of the fair value hierarchy.

27

Federal Home Loan Bank Advances and Other Long-term Debt

Rates currently available to the Bank for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.  These are classified within Level 2 of the fair value hierarchy.

Other Borrowings

On April 30, 2008, the Bank entered into two balance sheet leverage transactions whereby it borrowed a total of $35 million in multiple rate repurchase agreements and invested the proceeds in U. S. Agency pass-through Mortgage Backed Securities, which were pledged as collateral.  The fair values disclosed are based on third party modeling of the debt structure.  The Company’s other borrowings are classified within Level 2 of the fair value hierarchy.

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.  These are classified within Level 2 of the fair value hierarchy.

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, 2011, as filed with the SEC on March 9, 2012.

Forward-Looking Statements.

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

28

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, 2012, the Company had total assets of $362.5 million, deposits of $253.0 million and shareholders’ equity of $66.5 million. Unless otherwise indicated, all references to the Company refer collectively to the Company and the Bank.

Recent Developments.

As previously announced in June  2012, the Bank gained regulatory approval to establish a loan production and deposit production office in Nashville, Tennessee.  As we began establishing our presence in Nashville, we expanded our staff and implemented the expansion of our leased space on West End Avenue.  In September 2012, our application for the office to become a full service branch was approved.  Our intended focus will be on small to mid-sized commercial customers offering a full array of commercial products, including a Small Business Administration (SBA) sponsored loan program.

Personnel costs, lease expense and addition of fixed assets and leasehold improvements have had an immediate impact on earnings during the startup phase, while prospective loan interest income and fee income from deposit services have not yet had the opportunity to offset these costs.  Over the long-term, we expect to realize more interest and fee income on loans as well as fees generated from treasury management services along with service charge income on deposit accounts.

Application of Critical Accounting Policies.

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

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

Currently, management 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 2012.

29

Comparison of Financial Condition at September 30, 2012 and December 31, 2011

Total Assets. At September 30, 2012, total assets were $362.5 million, a decrease of $3.6 million, compared to $366.1 million at December 31, 2011.  On April 30, 2012, the Bank extinguished a maturing long-term debt obligation in the amount of $10.0 million using cash, thereby resulting in a $10.0 million  reduction in total assets and liabilities from that transaction.

Cash and Cash Equivalents. Cash and cash equivalents were $26.7 million at September 30, 2012 compared to $10.8 million at December 31, 2011.  The reduction in loan balances and investment balances and the increase in deposits contributed to the $16.0 million increase in cash and cash equivalents.

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 $58.5 million at September 30, 2012, a decrease of $11.7 million, or 16.7%, compared to $70.3 million as of December 31, 2011.

Loans.  Net loans decreased $2.3 million to $257.2 million at September 30, 2012 compared to $259.5 million as of December 31, 2011.  Our primary lending activity is the origination of loans secured by real estate, which grew to $218.5 million at September 30, 2012 compared to $212.9 million as of December 31, 2011.  This growth was offset by a collective decline in consumer and commercial loans of $7.0 million.  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.

Allowance for Loan Losses.  The allowance for loan losses increased $791,000, or 18.3%, to $5.1 million at September 30, 2012 compared to $4.3 million as of December 31, 2011.

The level of classified assets increased approximately $2.6 million from $11.5 million at December 31, 2011 to $14.1 million at September 30, 2012 primarily related to increases in land and multi-family/nonresidential loan portfolios.  Classified assets are primarily loans rated special mention or substandard in accordance with regulatory guidance.  These assets warrant and receive increased management oversight and loan loss reserves are evaluated and adjusted to account for the increased credit risk of these assets.

Deposits. Total deposits increased by $20.4 million, or 8.8% to $253.0 million at September 30, 2012 compared to $232.6 million as of December 31, 2011.  The increase in total deposits was primarily related to an increase in time certificates of $19.4 million, or 27.6% to $89.5 million at September 30, 2012.  Demand deposits increased $3.8 million during the period, while savings, checking, and money market accounts declined by $2.8 million in the same period.

Borrowings.   Long-term debt with other banks decreased $10.0 million, or 28.6%, to $25.0 million at September 30, 2012 compared to $35.0 million at December 31, 2011.  The reduction in borrowings was the result of a scheduled maturity of a structured leverage transaction originated in 2008.  FHLB advances remained unchanged and totaled $13.0 million at both September 30, 2012 and December 31, 2011.   Securities sold under agreements to repurchase totaled $2.9 million as of September 30, 2012 compared to $4.2 million as of December 31, 2011.

30

Other Liabilities.  Total other liabilities decreased by $2.3 million, or 51.0% to $2.2 million at September 30, 2012.

Shareholders’ Equity.  Total shareholders’ equity remained unchanged at $66.5 million at both September 30, 2012 and December 31, 2011.

Comparison of Operating Results for the Three Months Ended September 30, 2012 and 2011

General.  Net income for the three months ended September 30, 2012 was $442,000, a decrease of $84,000 or 16.0% compared to net income of $526,000 for the three months ended September 30, 2011.  The decrease was primarily due to a decrease of $346,000 in net interest income after the provision for loan losses.

Net Interest Income.  Net interest income increased $187,000, or 5.5%, to $3.6 million for the three months ended September 30, 2012 compared to the three months ended September 30, 2011.  Total interest income totaled $4.3 million for the three months ended September 30, 2012 compared to $4.4 million for the three months ended September 30, 2011.

Interest income on loans increased by 3.0% to $3.7 million for the three months ended September 30, 2012 compared to the three months ended September 30, 2011 as average outstanding loans increased by $20.0 million, or 8.4%, to $259.8 million, while the yield on the portfolio decreased twenty-seven basis points from the same period in 2011.  Late in 2011, the Bank purchased approximately $14.0 million in loans from another institution which contributed to the growth in average outstanding balances.

Interest income on investment securities decreased by $132,000, or 18.5%, to $580,000 for the three months ended September 30, 2012 from the same period in 2011 as average balances decreased $7.6 million and average yields decreased thirty-three basis points.

Total interest expense decreased by $208,000 or 21.4% to $762,000 for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011.  The average balance of interest-bearing deposits increased 10.7% to $222.4 million for the quarter ended September 30, 2012 as compared to the quarter ended September 30, 2011.  Interest paid on interest-bearing deposits decreased by $84,000, or 15.9%, to $444,000 for the three month period ended September 30, 2012 as the average interest rate paid declined twenty-five basis points, primarily as a result of lower interest rates paid to customers as higher rate fixed-term deposits matured and on transaction accounts as market rates declined.  The average interest rate paid on FHLB advances and other borrowings, which consisted of long-term FHLB advances and securities sold under agreement to repurchase, decreased by thirteen basis points in the third quarter of 2012 as average balances of FHLB advances and other borrowings decreased to an average of $16.9 million for the quarter ended September 30, 2012 compared to average balances of $18.4 million for the quarter ended September 30, 2011.  The average balance of long-term borrowings at other banks decreased to an average of $25.0 million for the quarter ended September 30, 2012 compared to $35.0 million the quarter ended September 30, 2011 due to a scheduled paydown of long-term debt.  The interest rate paid on the borrowings decreased by twenty-four basis points during the same period.

31

The following table summarizes average balances and average yields and costs for the three months ended September 30, 2012 and 2011.

			Average Balance Sheet for the
			Three Months Ended September 30,
			2012							2011
			Interest							Interest
	Average		Income/		Yield/			Average		Income/		Yield/
	Balance		Expense		Rate			Balance		Expense		Rate
	(Dollars in thousands)
ASSETS:
Interest-earning assets:
Interest-earning deposits at other banks	$	17,453	$	10		0.23	%	$	19,179	$	15		0.31	%
Loans		259,839		3,688		5.65	%		239,812		3,580		5.92	%
Investment securities		61,596		580		3.75	%		69,231		712		4.08	%
Other interest-earning assets		5,107		51		3.97	%		4,456		43		3.83	%
Total interest-earning assets		343,995		4,329		5.01	%		332,678		4,350		5.19	%
Noninterest-earning assets		15,318							16,934
Total	$	359,313						$	349,612
LIABILITIES AND SHAREHOLDERS' EQUITY:
Interest-bearing deposits		222,365		444		0.79	%		200,911		528		1.04	%
FHLB advances and other borrowings		16,900		102		2.40	%		18,356		117		2.53	%
Long-term borrowings at other banks		25,000		216		3.44	%		35,000		325		3.68	%
Total interest-bearing liabilities		264,265		762		1.15	%		254,267		970		1.51	%
Noninterest-bearing deposits		26,581							24,699
Other noninterest-bearing liabilities		1,757							2,851
Shareholders' equity		66,710							67,795
Total	$	359,313						$	349,612
Net Interest Income			$	3,567						$	3,380
Net Interest Margin						4.13	%						4.03	%
Interest rate spread						3.86	%						3.68	%
Average interest-earning assets to
average interest-bearing liabilities						130.17	%						130.84	%

32

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, 2012 Compared to September 30, 2011
	Increase (Decrease) Due To
	Volume			Rate			Net
	(Dollars in thousands)
Interest earned on:
Interest-earning assets:
Interest-earning demand deposits	$	7		$	(12	)	$	(5	)
Loans		539			(431	)		108
Investment securities		60			(192	)		(132	)
Other interest-earning assets		1			7			8
Total Earning Assets		607			(628	)		(21	)
Interest paid on:
Interest bearing deposits		1,322			(1,406	)		(84	)
FHLB advances and other borrowings		6			(21	)		(15	)
Long-term borrowings at other banks		(40	)		(69	)		(109	)
Total Interest-Bearing Liabilities		1,288			(1,496	)		(208	)
Change in Net Interest Income	$	(681	)	$	868		$	187

Provision for Loan Losses.  The Company recorded a provision for loan losses of $768,000 for the three months ended September 30, 2012 compared to a provision of $235,000 for the three months ended September 30, 2011.  During the third quarter of 2012, the Bank received an appraisal which indicated a shortfall in value of the collateral securing one non-residential commercial real estate loan totaling $3.1 million.  Consequently a specific impairment of $888,000 was recorded and the provision was increased accordingly.  This loan continues to pay based on the restructured contractual terms and is not past due and has not been placed on non-accrual status.  Management believes that the specific reserves carried are adequate to cover potential future losses related to this relationship.  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.

33

Non-interest Income. The following table summarizes non-interest income for the three months ended September 30, 2012 and 2011 and the percentage change for each category of income.

	Three Months Ended September 30,
	2012			2011		% Change
	(Dollars in thousands)
Non-interest Income
Service charges on deposit accounts and other fees	$	296		$	327		(9.48)	%
Loan servicing and other fees		38			35		8.57	%
Net gains on sales of mortgage loans held for sale		279			191		46.07	%
Net (loss) gain on sales of other real estate owned		(28	)		1		(2900.00)	%
Net realized gain on available-for-sale securities		-			25		-	%
Net realized gain on sales of other assets held-for-sale		546			-		-	%
Insurance and brokerage commissions		39			58		(32.76)	%
Other		4			5		(20.00)	%
Total non-interest income	$	1,174		$	642		82.87	%

Total non-interest income for the three months ended September 30, 2012 increased by $532,000 to $1.2 million, compared to $642,000 for the three months ended September 30, 2011.  The increase in total non-interest income for the three months ended September 30, 2012 was primarily the result a $546,000 gain on sale of other assets held-for-sale during the period.  This gain was partially offset by a decrease of $31,000 in service charges on deposit accounts and other fees during the third quarter of 2012 as compared to the third quarter of 2011.  Increased mortgage refinance activity during 2012 due to the extended low rate environment resulted in increased gains on mortgage loan sales.

Non-interest Expense. The following table summarizes non-interest expense for the three months ended September 30, 2012 and 2011 and the percentage change for each expense category.

	Three Months Ended September 30,
	2012		2011		% Change
	(Dollars in Thousands)
Non-interest Expense
Salaries and employee benefits	$	1,796	$	1,491		20.46	%
Net occupancy expense		223		178		25.28	%
Equipment expense		182		177		2.82	%
Data processing fees		243		239		1.67	%
Professional fees		267		231		15.58	%
Marketing expense		94		117		(19.66)	%
Supplies and communication		96		89		7.87	%
Loan collection and repossession expense		50		5		900.00	%
Other		460		401		14.71	%
Total non-interest expense	$	3,411	$	2,928		16.50	%

Total non-interest expense increased by $483,000, or 16.5% to $3.4 million for the three months ended September 30, 2012 as compared to the same period in 2011.  The increase was primarily found in salaries and employee benefits expense, which increased by $305,000 or 20.5%, and net occupancy expense which was $223,000 in the third quarter of 2012 as compared to $178,000 in the third quarter of 2011.  These increased expenses are related to the startup of the Bank’s new Nashville branch office.  These increases in non-interest expense were somewhat offset by a decrease in marketing expense of $23,000, or 19.7% as compared to the same period one year ago.

34

Income Taxes. Income tax expense for the three months ended September 30, 2012 was $120,000 compared to $333,000 for the same period in 2011. The effective income tax rate for the three months ended September 30, 2012 was 21.4% compared to 38.8% for the three months ended September 30, 2011. The effective tax rate for the quarter declined due to the decrease in pre-tax income relative to last year and the fact permanent differences, such as tax exempt interest, were static on a comparative basis.

Comparison of Operating Results for the Nine Months Ended September 30, 2012 and 2011

General.  Net income for the nine months ended September 30, 2012 was $2.0 million, an increase of 43.2% compared to net income of $1.4 million for the nine months ended September 30, 2011.  The increase in net income was primarily due to an increase in noninterest income of $983,000, or 51.6%, at September 30, 2012 as compared to September 30, 2011.

Net Interest Income.  The Company experienced an increase of $742,000, or 7.3% in net interest income to $10.9 million for the nine months ended September 30, 2012 compared to $10.2 million for the nine months ended September 30, 2011.  Total interest income increased $222,000, or 1.7% to $13.4 million for the nine months ended September 30, 2012 while total interest expense decreased $520,000, or 17.4% to $2.5 million for the nine months ended September 30, 2012 as compared to the same period in 2011.

Interest income on loans increased 5.2% to $11.3 million during the nine months ended September 30, 2012 as the average outstanding balance increased by 8.3% or $20.0 million to $261.1 million, while the yield on the portfolio decreased eighteen basis points from the same period in 2011.  Intense competition for quality loans has influenced the rates charged for loans in 2012.

Interest income on investment securities decreased by $330,000, or 14.9%, to $1.9 million for the nine months ended September 30, 2012 from the same 2011 period as average balances decreased 4.2% to $66.7 million at September 30, 2012 and average yields decreased forty-eight basis points.  Accelerated prepayments on mortgage-backed securities and calls on agency bonds have resulted in lower investment balances.

The average balance of interest-bearing deposits increased to $216.5 million for the nine months ended September 30, 2012 compared to an average balance of $198.1 million for the nine months ended September 30, 2011.  Interest paid on interest-bearing deposits declined by $310,000, or 18.5%, to $1.4 million for the nine month period ended September 30, 2012 as the average interest rate paid declined twenty-nine 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 $27,000 or 7.7% while average balances on FHLB advances and other borrowings increased to $20.8 million at September 30, 2012, compared to $18.1 million as of September 30, 2011 and the average interest rate paid decreased fifty-one basis points.  The average balance of long-term borrowings at other banks decreased 16.1%, to $29.4 million, at September 30, 2012 as compared to the same period one year ago, while the interest rate paid on the borrowings declined twelve basis points.

35

The following table summarizes average balances and average yields and costs for the nine months ended September 30, 2012 and 2011.

			Average Balance Sheet for the
			Nine Months Ended September 30,
			2012							2011
			Interest							Interest
	Average		Income/		Yield/			Average		Income/		Yield/
	Balance		Expense		Rate			Balance		Expense		Rate
	(Dollars in thousands)
ASSETS:
Interest-earning assets:
Interest-earning deposits	$	11,084	$	18		0.22	%	$	11,441	$	36		0.42	%
Loans		261,056		11,311		5.79	%		241,042		10,756		5.97	%
Investment securities		66,655		1,888		3.78	%		69,548		2,218		4.26	%
Other interest-earning assets		5,123		162		4.22	%		4,558		147		4.31	%
Total interest-earning assets		343,918		13,379		5.20	%		326,589		13,157		5.39	%
Noninterest-earning assets		16,165							17,429
Total	$	360,083						$	344,018
LIABILITIES AND SHAREHOLDERS' EQUITY:
Interest-bearing deposits		216,482		1,362		0.84	%		198,124		1,672		1.13	%
FHLB advances and other borrowings		20,833		322		2.06	%		18,131		349		2.57	%
Long-term borrowings at other banks		29,380		792		3.60	%		35,000		975		3.72	%
Total Interest-Bearing Liabilities		266,695		2,476		1.24	%		251,255		2,996		1.59	%
Noninterest-bearing deposits		25,101							22,602
Other noninterest-bearing liabilities		1,784							2,662
Shareholders' equity		66,503							67,499
Total	$	360,083						$	344,018
Net Interest Income			$	10,903						$	10,161
Net Interest Margin						4.23	%						4.16	%
Interest rate spread						3.96	%						3.80	%
Average interest-earning assets to
average interest-bearing liabilities						128.96	%						129.98	%

36

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, 2012 Compared to September 30, 2011
	Increase (Decrease) Due To
	Volume			Rate			Net
	(Dollars in thousands)
Interest earned on:
Interest-earning assets:
Interest-earning demand deposits	$	4		$	(22	)	$	(18	)
Loans		963			(408	)		555
Investment securities		(10	)		(320	)		(330	)
Other interest-earning assets		19			(4	)		15
Total Earning Assets		976			(754	)		222
Interest paid on:
Interest bearing deposits		384			(694	)		(310	)
FHLB advances and other borrowings		164			(191	)		(27	)
Long-term borrowings at other banks		(143	)		(40	)		(183	)
Total Interest-Bearing Liabilities		405			(925	)		(520	)
Change in Net Interest Income	$	571		$	171		$	742

Provision for Loan Losses.  The Company recorded a provision for loan losses of $1.2 million for the nine months ended September 30, 2012 compared to a provision of $723,000 for the nine months ended September 30, 2011.  During the third quarter of 2012, the Bank received an appraisal which indicated a shortfall in value of the collateral securing one non-residential commercial real estate loan totaling $3.1 million.  Consequently a specific impairment of $888,000 was recorded and the provision was increased accordingly.  This loan continues to pay based on the restructured contractual terms and is not past due and has not been placed on non-accrual status.  Management believes that the specific reserves carried are adequate to cover potential future losses related to this relationship.  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.

37

Non-interest Income. The following table summarizes non-interest income for the nine months ended September 30, 2012 and 2011 and the percentage change for each category of income.

	Nine Months Ended September 30,
	2012			2011		% Change
	(Dollars in thousands)
Non-interest income
Service charges on deposit accounts and other fees		901			937		(3.84)	%
Loan servicing and other fees		111			76		46.05	%
Net gains on sales of mortgage loans held for sale		748			690		8.41	%
Net (loss) gain on sales of other real estate owned		(31	)		45		(168.89)	%
Net realized gain on sales of available-for-sale securities		474			25		1796.00	%
Net realized gain on sales of other assets held-for-sale		546			-		-	%
Insurance and brokerage commissions		113			114		(0.88)	%
Other		25			17		47.06	%
Total non-interest income	$	2,887		$	1,904		51.63	%

Non-interest income for the nine months ended September 30, 2012 increased to $2.9 million, compared to $1.9 million for the nine months ended September 30, 2011.  The increase in non-interest income was primarily due to net realized gains of $474,000 on the sales of available-for-sale securities during the first quarter of 2012 and net realized gains of $546,000 on the sale of other assets held-for-sale during the third quarter of 2012.  This increase was slightly offset by a net loss on the sale of other real estate owned of $31,000 during the first nine months of 2012.

Non-interest Expense. The following table summarizes non-interest expense for the nine months ended September 30, 2012 and 2011 and the percentage change for each expense category.

	Nine Months Ended September 30,
	2012		2011		% Change
	(Dollars in thousands)
Non-interest Expense
Salaries and employee benefits	$	4,975	$	4,818		3.26	%
Net occupancy expense		567		515		10.10	%
Equipment expense		539		533		1.13	%
Data processing fees		738		684		7.89	%
Professional fees		629		589		6.79	%
Marketing expense		278		369		(24.66)	%
Supplies and communication		280		237		18.14	%
Loan collection and repossession expense		106		5		2020.00	%
Other		1,403		1,361		3.09	%
Total non-interest expense	$	9,515	$	9,111		4.43	%

Total non-interest expense increased $404,000, or 4.4% to $9.5 million for the nine months ended September 30, 2012 as compared to the same period in 2011.  The increase in non-interest expense was primarily attributable to an increase in salaries and employee benefits of $157,000, or 3.3% due to an increase in staffing associated with the opening of the Bank’s new Nashville branch.  Loan collection and repossession expense also increased $101,000 to $106,000 at September 30, 2012 primarily due to an increase in collection efforts and upkeep on foreclosed properties.  These increases were partially offset by a decrease in marketing expense of $91,000, or 24.7% during the first nine months of September 30, 2012 compared to the first nine months of 2011.

38

Income Taxes. Income tax expense for the nine months ended September 30, 2012 was $1.1 million compared to $861,000 for the same period in 2011. The effective income tax rate for the nine months ended September 30, 2012 was 35.5% compared to 38.6% for the nine months ended September 30, 2011.

Liquidity Management. Liquidity is the ability to meet current and future financial obligations as they become due. 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 adjusts its 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, 2012, cash and cash equivalents totaled $26.7 million. Securities classified as available-for-sale, totaling $58.5 million at September 30, 2012, provide additional sources of liquidity. In addition, at September 30, 2012, the Bank’s maximum collateral borrowing capacity was approximately $45.9 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 $37.7 million. At September 30, 2012, the Bank had $13.0 million of Federal Home Loan Bank advances outstanding, and no advances outstanding through the Federal Reserve Bank Discount Window.

At September 30, 2012, the Company (on an unconsolidated basis) had liquid assets of $45.2 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 federal banking agencies, 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, 2012 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 the dates indicated:

	September 30, 2012			December 31, 2011
Tier 1 Core Capital (to adjusted total assets)		14.82	%		13.88	%
Tangible Equity Ratio (to tangible assets)		14.82	%		13.88	%
Tier 1 Risk-Based Capital (to risk-weighted assets)		19.79	%		17.96	%
Total Risk-Based Capital (to risk-weighted assets)		21.04	%		19.03	%

39

Dividends.  The Board of Directors of the Company declared and paid dividends per common share of $0.15 during the first nine months of 2012.  The dividend payout ratio for the first nine months of 2012, representing dividends per share divided by diluted earnings per share, was 31.9%.  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, 2012, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Effects of Inflation and Changing Prices.  The unaudited condensed consolidated interim financial statements and related financial data presented in this interim report have been prepared according to GAAP, which 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, 2012, 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, 2011, as filed with the SEC on March 9, 2012.

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 periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In addition, based on that evaluation, no change in the Company’s internal control over financial reporting occurred during the quarter ended September 30, 2012 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, 2012, the Company was not a party to any pending legal proceedings.  At September 30, 2012, First Advantage Bank was not a party to any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the Bank’s financial condition and results of operations.

Item 1A. Risk Factors.

For information regarding the Company’s risk factors, see “Risk Factors” in (1) the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on March 9, 2012.  As of September 30, 2012, the risk factors of the Company have not changed materially from those disclosed in the Form 10-K.

40

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

The Company’s board of directors has authorized five 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 issued 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 issued common stock, 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 issued common stock, through open market purchases or privately negotiated transactions, from time to time, depending on market conditions and other factors. On November 17,  2010, a fourth repurchase program was approved which authorized the repurchase of up to 231,624 or 5.0% of the Company’s issued common stock, through open market purchases or privately negotiated transactions, from time to time, depending on market conditions and other factors.  On February 16, 2012, a fifth repurchase program was approved which authorized the repurchase of up to 220,706 or 5.0% of the Company’s issued 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 third quarter of 2012.

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, 2012 to July 31, 2012		-	$	-		-		235,923
August 1, 2012 to August 31, 2012		-		-		-		235,923
September 1, 2012 to September 30, 2012		-		-		-		235,923
Total		-	$	-		-		235,923

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable

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
101*	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in XBRL (Extenible Business Reporting Language):  (i)  the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of  Operations, (iii) the Condensed Consolidated Statement of Other Comprehensive Income, (iv) the Condensed Consolidated Statements of Shareholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements
*	Furnished, not filed
(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.

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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 9, 2012	By: /s/ Earl O. Bradley, III
	Earl O. Bradley, III
	Chief Executive Officer
Dated:  November 9, 2012	By: /s/ Bonita H. Spiegl
	Bonita H. Spiegl
	Chief Financial Officer
42