<PAGE>

                                                                      EXHIBIT 13

Dear Fellow Stockholder:

It is with a great deal of pride and pleasure that we disclose to you the
results of operations of CCF Holding Company and its subsidiary, Heritage Bank,
for the fiscal year ended December 31, 2000.  The accomplishments over the past
year have been many, and they can all be attributed to the hard work of our
outstanding staff, the direction as set by our board of directors and, of
course, your loyal support.

Heritage Bank introduced new and exciting products during the year, including a
complete line of commercial cash management services featuring the Commercial
Connection online banking system, and our Heritage24.com consumer online banking
program.  We also have several new ideas for the coming year that we believe
will provide continued growth and prosperity for our bank.

Our financial performance continued to improve during 2000, as we continue to
transition from our thrift roots to that of a dynamic full service community
bank.  The reception that we have received in all three of the counties we serve
has been tremendous.  We strive everyday to elevate ourselves as good corporate
citizens in these markets, while remaining focused on the business of developing
a strong financial institution capable of competing on all levels.  As you read
this report, you will see significant growth numbers like a 16% growth in total
assets, a 17% growth in loans outstanding, a 26% growth in deposits, and last,
but certainly not least, a 28% growth in earnings.  This growth is spread
throughout our offices in the three county area we serve and we are excited
about the prospects for 2001.

The bank faces new challenges every day, and your board of directors and
management team are poised to address them as they occur.  In reading through
this report you will see we are currently addressing an issue involving our
capital available to support future growth.  Unfortunately, early this year we
had to suspend future cash dividend payments, to you our shareholders.  This was
a very difficult decision, but we believe there is a window of opportunity in
our markets to grow in a very safe and sound manner.  The level of capital the
bank currently has is not sufficient to continue the current growth rate of the
bank.  As a result, the board of directors determined to suspend the dividends
to preserve capital to help support future growth.  Also, the company has
borrowed money and infused this into the bank to provide capital in the short-
term. However, we will need to find additional capital or we will be faced with
reducing our rate of growth.  We are managing this situation with only one
thought in mind, the long-term best interest of you our shareholders.  We know
that when you bought stock in this company you were not looking for an immediate
reward, but rather to a management team and board of directors that would supply
the best long-term return on your investment possible, and that is where we are
focused each and every day.

Business is great at Heritage Bank, it is an exciting place to work, and we
thank you for the opportunity to serve you and the confidence you have shown in
us.


Very truly yours,


D. B. Turner                                         Leonard A. Moreland
President and CEO                                    President
CCF Holding Company                                  Heritage Bank
                                                     CCF HOLDING COMPANY
<PAGE>

                              CCF HOLDING COMPANY

     Corporate Profile and Related Information

     CCF Holding Company (the "Company") is a bank holding company incorporated
     under the laws of the State of Georgia.  Heritage Bank (the "Bank") is a
     Georgia commercial bank that is the wholly owned subsidiary of the Company.
     Prior to September 1, 1998, the Company was a savings and loan holding
     company and the Bank was a federally chartered savings bank.  The Company
     was organized in 1995 in connection with the conversion of the Bank from a
     mutual to stock form of organization (the "Conversion") in July 1995.  The
     Bank, through it predecessors, commenced business in 1955.

     The Bank operates five offices within its primary market area in Clayton,
     Fayette and Henry Counties, Georgia.  The market area is part of the
     Atlanta, Georgia metropolitan statistical area.  The Bank is subject to
     examination and comprehensive regulation by the State of Georgia and the
     Federal Deposit Insurance Corporation ("FDIC") and its deposits are
     federally insured by the Savings Association Insurance Fund ("SAIF") of the
     FDIC.  The Bank is a member of and owns capital stock in the Federal Home
     Loan Bank ("FHLB") of Atlanta, which is one of the 12 regional banks in the
     FHLB System.  The Company is subject to state and federal regulation.

     The Bank attracts deposits from the general public and uses such deposits
     primarily to invest in and originate commercial, residential and consumer
     loans and, to a lesser extent, to invest in investment securities.  The
     principal sources of funds for the Bank's lending activities are deposits,
     FHLB borrowings, borrowings from correspondent banks and the amortization,
     repayment, and maturity of loans and investment securities.  Principal
     sources of income are interest on loans and investment securities.  The
     Bank's principal expense is interest paid on deposits.

     Stock Market Information

     Since its issuance in July 1995, the Company's common stock ("Common
     Stock") has been traded on the Nasdaq SmallCap Market under the trading
     symbol of "CCFH." The following table reflects high and low prices paid in
     actual transactions, as reported by the Nasdaq SmallCaps Market, as well as
     dividend information.  The quotations reflect inter-dealer prices, and may
     not include retail mark-up, mark-down, or commission.

<TABLE>
<CAPTION>


                                                                     Dividends           Dividends
        Period                        High             Low           Declared               Paid
-----------------------           -----------     ------------    --------------     ---------------
<S>                               <C>             <C>             <C>                <C>
  1999  1st Quarter (1)             $17.36           $11.98           $ .08               $ .15
  1999  2nd Quarter                  17.75            14.25             .08                 .08
  1999  3rd Quarter                  18.12            17.06             .08                 .08
  1999  4th Quarter                  17.58            14.50             .08                 .08

  2000  1st Quarter                  15.25            11.50             .08                 .08
  2000  2nd Quarter                  13.13            11.50             .08                 .08
  2000  3rd Quarter                  12.38             8.84             .08                 .08
  2000  4th Quarter                  10.88             8.50             .08                 .08
</TABLE>
_________________
(1)  Dividends declared and dividends paid were restated to reflect a 10% stock
     dividend declared on April 2, 1999.


<PAGE>

     The number of stockholders of record as of December 31, 2000, was
     approximately 400, inclusive of the number of persons or entities who held
     stock in nominee or "street" name through various brokerage firms.  At
     December 31, 2000, there were 981,563 shares outstanding, net of 3,615
     shares held as treasury shares.  The Company's ability to pay dividends to
     stockholders is primarily dependent upon the dividends it receives from the
     Bank and to a lesser extent the amount of cash on hand.  The Bank may not
     declare or pay a cash dividend on any of its stock if the effect thereof
     would cause the Bank's regulatory capital to be reduced below (1) the
     amount required for the liquidation account established in connection with
     the Conversion (up to $6.6 million), or (2) the regulatory capital
     requirements.  As of December 21, 2000, the Company decided to suspend cash
     dividends in order to maintain capital levels and support future growth.

                       SELECTED FINANCIAL AND OTHER DATA
                       ---------------------------------

<TABLE>
<CAPTION>
Financial  Condition
(Dollars in Thousands)
                                                                                                                 At September
                                                                 At December 31,                                   30,  (1)
                                           -----------------------------------------------------------------------------------
<S>                                         <C>               <C>               <C>               <C>               <C>
                                              2000              1999              1998              1997              1996
                                            --------          --------          --------          --------           -------
Total Amount of:

   Assets                                   $228,381          $196,782          $169,860          $124,956           $80,283

   Loans receivable, net                     171,817           146,553           121,827            97,541            51,500

   Mortgage-backed securities                    104               125               201             1,838            10,025

   Investment securities                      36,264            28,378            29,256             9,722            13,353

   Liabilities                               214,750           184,800           158,234           113,436            65,843

   Deposits                                  208,415           165,526           154,977            91,201            61,822

   Securities sold under
      agreements to repurchase                 1,826             3,998             1,117             2,393                 -

   FHLB advances                                   -            13,100                 -            18,510             2,500

   Stockholders' equity                       13,630            11,982            11,626            11,519            14,440

Other Data:

   Net income                                  1,280             1,003               619               137               473

   Average assets                            214,866           185,376           152,652            99,675            79,348

   Average equity                             12,644            12,186            10,499            11,934            16,733

   Full service offices (2)                        5                 5                 5                 5                 1
</TABLE>
____________________
(1)  The Company changed its fiscal year end from September 30 to December 31 in
     December 1996.
(2)  During 1997, the Bank opened two new offices and converted two existing
     customer service facilities into
     full service offices.
<PAGE>

<TABLE>
<CAPTION>
Summary of Operations                                Year Ended December 31,          Year Ended
(Dollars in Thousands)                            ------------------------------     September 30,
                                                     2000    1999    1998   1997        1996 (1)
                                                  -------  ------  ------  -----        -----
<S>                                               <C>      <C>     <C>     <C>          <C>
Total interest income                             $18,458  14,671  12,437  8,090(3)     5,573

Total interest expense                              9,798   7,501   6,800  3,921        2,527
                                                  -------  ------  ------  -----        -----

  Net interest income                               8,660   7,170   5,637  4,169        3,046

Provision for loan losses                             570     341     275    126          130
                                                  -------  ------  ------  -----        -----

  Net interest income after provision for loan      8,090   6,829   5,362  4,043        2,916
   losses

Other income                                          892     843     968    909 (3)      415

Other expenses                                      7,031   6,143   5,380  4,743        2,715 (2)
                                                  -------  ------  ------  -----        -----

Earnings before income taxes                        1,951   1,529     950    206          616

Income tax expense                                    671     526     331     69          143
                                                  -------  ------  ------  -----        -----

Net earnings                                        1,280   1,003     619    137          473
                                                  =======  ======  ======  =====        =====
</TABLE>
________________________________
(1)  The Company changed its fiscal year end from September 30 to December 31 in
     December 1996.
(2)  In 1996, the Company included a $398,000 one time assessment to
     recapitalize the Savings Association Insurance Fund
     ("SAIF") of the FDIC.
(3)  Number has been adjusted to include fee income reported in 1997 as other
     income and now changed to interest income. The fees in almost all cases are
     prepaid interest that is amortized over the life of the loan or taken into
     income up front to offset loan booking expense per FASB 91.
<PAGE>

Key Operating Ratios


<TABLE>
<CAPTION>


                                                                                                           Year Ended
                                                                   Year Ended December 31,                September 30,
                                                                   -----------------------                -------------
Performance ratios:                                          2000      1999           1998      1997         1996 (1)
                                                            -------   -------        -------   -------       --------
<S>                                                         <C>       <C>            <C>       <C>           <C>
Return on average assets (net earnings divided by
  average total assets)                                       0.60%     0.54%          0.40%     0.14%          0.60%

Return on average equity (net earnings divided by
  average equity)                                            10.13%     8.23%          5.92%     1.14%          2.83%

Average interest earning assets to average interest
  bearing liabilities                                       106.00%   108.08%        107.14%   112.88%        122.83%

Net interest rate spread                                      3.99%     3.79%          3.61%     3.87%          3.15%

Net yield on average interest-earnings assets                 4.29%     4.14%          3.95%     4.41%          4.04%

Net interest income after provision for loan losses
  to total other expenses                                   123.63%   111.17%         99.68%    74.97%        107.40%

Basic earnings per share                                   $  1.37   $  1.09        $  0.67   $  0.15       $   0.41

Diluted earnings per share                                 $  1.35   $  1.04        $  0.64   $  0.14       $   0.39

Dividend payout (2)                                          23.07%    30.77%        100.00%   305.88%        111.11%

                                                                         At December 31,                At September 30,
Capital Ratios                                                2000      1999           1998      1997       1996 (1)
                                                           -------   -------        -------   -------       --------

Book value per share                                       $ 13.87   $ 12.22        $ 12.98   $ 11.65       $  12.14

Average equity to average assets (average equity
  to average total assets)                                    5.88%     6.57%          6.87%    11.97%         21.09%

Equity-to-assets (End of Period)                              5.97%     6.09%          6.84%     9.22%         17.99%

Asset Quality Ratios

Non-performing loans to total loans, net                      0.05%     0.19%          0.09%     0.38%          1.17%

Non-performing loans to total assets                          0.04%     0.15%          0.07%     0.29%          0.75%

Allowance for loan losses to non-performing loans            1,837%      422%           866%      183%            90%
</TABLE>
-----------------------

(1)  The Company changed its fiscal year end from September 30 to December 31
     during December 1996.
(2)  Dividends declared per share divided by net earnings per diluted share.
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

     General

     The earnings of the Company depend primarily on the earnings of the Bank.
     The largest components of the Bank's net income are net interest income,
     which is the difference between interest income and loan fees and interest
     expense, and other income derived primarily from service fees on deposit
     accounts.  Consequently, the Bank's earnings are dependent on its ability
     to originate loans, net interest income, and the relative amounts of
     interest-earning assets and interest-bearing liabilities.  The Bank's net
     income is also affected by its provision for loan losses and foreclosed
     real estate as well as the amount of other expenses, such as salaries and
     employee benefits, occupancy and equipment, and federal deposit insurance
     premiums.  Earnings of the Bank also are affected significantly by general
     economic and competitive conditions, particularly changes in market
     interest rates, government policies, and actions of regulatory authorities.

     Business Strategy

     The Bank's business strategy is to be a flexible, efficient, and
     financially stable community financial services institution providing a
     range of real estate lending services, commercial lending, and consumer
     financial products primarily to the Clayton, Fayette, and Henry County,
     Georgia areas.  Management of the Bank has identified and sought to pursue
     four primary strategic objectives: (1) to maintain an adequate amount of
     regulatory capital; (2) to reduce interest rate risk; (3) to maintain good
     asset quality through continued emphasis on well underwritten consumer,
     commercial, and residential lending; and (4) to broaden the Bank's product
     and customer base to become a more diversified financial institution.

     Regulatory Capital.  After the conversion of the Bank from mutual to stock
     ------------------
     and the formation of the Company, the Company was confronted with issues
     new to its operating strategies, specifically the managing of the excess
     capital in a manner that would increase shareholder value while at the same
     time provide sufficient capital levels to meet or exceed regulatory
     guidelines.  In 1996 and 1997 the Company repurchased more than 30% of its
     original outstanding shares, most at less than book value.  In addition,
     the Company increased its dividend payout ratio as another means of excess
     capital management.

     As growth significantly outpaced management's projections, during the
     conversion of the Bank from a thrift to a commercial bank and the expansion
     into two new markets, the excess capital management plan switched to
     capital shortfall management.  In 1999, the Company established a  $2.5
     million borrowing facility with a correspondent bank for the purpose of
     infusing capital into the Bank.  This was done to maintain the minimum
     capital levels for a well capitalized institution.  As of December 31,
     2000, the Company had drawn $2.5 million on this borrowing facility.  The
     Company and the Bank continue to manage their respective capital positions
     in order to support the healthy growth they are experiencing.  Despite
     these efforts, the Bank ended the year 2000 with a total capital to risk
     weighted assets ratio of 9.58% which is below the required 10% needed to be
     considered well capitalized.  Capital levels at December 31, 2000, are
     considered adequately capitalized by regulatory standards.

     Reduction of Interest Rate Risk.  The Bank manages its interest rate risk
     -------------------------------
     through the origination of adjustable-rate loans when market conditions
     permit.   The emphasis in the loan portfolio production continues to be to
     increase the volume of loans that reprice at least annually, in order to
     better match the repricing of the Bank's liabilities.
<PAGE>

     Asset Quality.  The Bank continues to seek to maintain its asset quality
     -------------
     through detailed underwriting and thorough analysis of its loan requests.
     At December 31, 2000, the Bank's ratio of nonperforming loans to total
     loans was 0.05% and to total assets was 0.04%.  This compares to 0.19% and
     0.15%, respectively at December 31, 1999.

     Product and Customer Base.  The Bank increased the size of its loan
     -------------------------
     portfolio by approximately $25 million between December 31, 1999 and
     December 31, 2000.  The increase is attributed to a growth in commercial
     real estate lending of 20%, residential construction lending of 16%,
     commercial loans of 195%, and consumer lending primarily through indirect
     lending activities of 23%. The Bank's deposits increased by 26% from $166
     million at December 31, 1999, to $208 million at December 31, 2000. This
     growth in deposits was used to fund the loan growth and pay off FHLB
     borrowings.  There were no FHLB borrowings outstanding as of December 31,
     2000. It is expected that 2001 loan growth will continue to be steady in
     the Bank's primary trade areas.  The Bank will seek to continue to expand
     its customer base through advertising, direct mail and one on one personal
     visits with prospective customers.

     Management of the Bank believes that there are opportunities for growth
     within the Bank's primary market area and adjacent market areas.  The Bank
     intends to manage the growth of deposits and loans in a manner that will
     ensure its ability to comply with current and future capital requirements
     as well as manage interest rate risk.  As discussed below, with this growth
     comes risk, and the ability of the Bank to manage this risk will in large
     measure directly impact its financial condition and operating results in
     future periods.

     Asset and Liability Management

     Interest Rate Sensitivity.  The ability to maximize net interest income is
     largely dependent on achieving a positive interest rate spread that can be
     sustained during fluctuations in prevailing interest rates.  The Bank, like
     many other financial institutions, is subject to interest rate risk
     resulting from the difference in the maturity of interest-bearing
     liabilities (including deposits) and interest-earning assets (including
     loans) and the volatility of interest rates.  Because most deposit
     accounts, given their shorter terms to maturity, react more quickly to
     market interest rate movements than do many types of loans, increases in
     interest rates may have an adverse effect on the Bank's earnings.  The Bank
     reduces this exposure by diversifying its loan portfolio to include more
     loans at primarily variable rates.

     The Bank's net interest rate spread was 3.79% for the year ended December
     31, 1999, and 3.99% for the year ended December 31, 2000.  Results of the
     Company's cumulative interest sensitivity gap analysis indicate that a
     fluctuation in interest rates would have only a slight impact on the Bank's
     net interest rate spread and earnings, as the ratio of interest sensitive
     assets to interest sensitive liabilities in the one year time frame
     approximates one.  The Bank is asset sensitive over the short term which
     will cause earnings to be less during the first quarter after a rate
     decrease, however, over a twelve month period net interest income should be
     minimally affected.

     The Bank attempts to manage the interest rates it pays on deposits while
     maintaining a stable deposit base and providing quality services to its
     customers.  The Bank has continued to rely primarily on deposits as its
     source of funds.  To the extent the Bank is unable to invest these funds in
     loans originated in the Bank's market area, it will continue to purchase
     municipal  securities and  other high quality investment securities.

     In an effort to manage interest rate risk and protect it from the negative
     effect of changes in interest rates, the Bank has instituted certain asset
     and liability management measures, including the following: 1) reduce the
     maturities or terms to reprice interest-earning assets by emphasizing the
     origination of adjustable rate loans and the purchase of relatively short-
     term interest-earning
<PAGE>

     investments and mortgage-backed securities; 2) lengthen the maturities of
     interest-bearing liabilities by encouraging depositors to invest in longer
     term deposit products offered by the Bank; 3) increase the amount of less
     rate-sensitive deposits by actively seeking demand deposit accounts; and 4)
     encourage long-term depositors to maintain their accounts with the Bank
     through expanded customer products and services.

     Average Balance Sheets.  The following table sets forth certain information
     relating to the Company's average balance sheets and reflects the average
     yield on assets and average cost of liabilities for the periods indicated.
     Such yields and costs are derived by dividing income or expense by the
     average balance of assets or liabilities, respectively, for the periods
     presented.

<TABLE>
<CAPTION>
                                                                  For the Years Ended December 31,
                                                               2000                                   1999
                                             -----------------------------------     -------------------------------------
                                               Average    Interest Income              Average     Interest Income
                                              Balance(1)     Expense       Yield     Balance (1)      Expense       Yield
                                             -----------  ---------------  -----     -----------   ---------------  ------
                                                                           Dollars in Thousands
<S>                                           <C>         <C>              <C>       <C>           <C>               <C>
Assets
Interest-earning assets:

 Loans (2) interest and fees                  $162,248        16,155       9.96%        133,021         $12,450     9.36%
 Investment securities                          30,278         1,853       6.12%         30,813           1,700     5.55%
 FHLB Stock                                        851            67       7.87%            673              49     7.28%
 Interest-earning deposits in other
    financial institutions and federal           5,320           383       7.20%          8,590             472     5.49%
     funds sold                               --------        ------                    -------         -------

  Total interest-earning assets                198,697        18,458       9.29%        173,097          14,671     8.48%
 Other noninterest-earning assets               16,169                                   12,279
                                           -----------                            -------------
  Total assets                             $   214,866                                  185,376
                                           ===========                            =============



Liabilities and stockholders' equity:

Interest-bearing liabilities:
 Demand deposits                           $    60,967        2,530        4.15%        56,512          2,013   3.56%
 Regular savings                                 7,057          159        2.25%         8,300            187   2.25%
 Time Deposits                                 110,477        6,740        6.10%        90,891          5,056   5.56%
 FHLB Advances                                   3,786          238        6.29%         2,696            163   6.05%
 Note payable                                    1,500          137        9.13%
 Securities sold under agreements to
  repurchase                                     3,658          131        3.58%         1,753             82   4.68%
                                           -----------         -----                 ---------          -----
  Total interest-bearing liabilities           187,445        9,935        5.30%       160,152          7,501   4.68%
Non-interest bearing deposits                   13,580                                  10,737
Other noninterest bearing liabilities            1,197                                   2,301

Stockholders' Equity                            12,644                                  12,186
                                           -----------                              ----------
  Total liabilities and stockholders'
   equity                                      214,866                                 185,376
                                           ===========                              ==========

Excess of interest-earning assets
  over interest-bearing liabilities        $    11,252                                  12,945
                                           ===========                              ==========

Ratio of interest-earning assets
  to interest bearing liabilities               106.00%                                  108.08%
                                           ===========                               ==========

Net interest income                        $                  8,523                                     7,170
                                                              =====                                   =======
Net interest spread (3)                                                    3.99%                                  3.79%
                                                                           ====                                   ====
Net yield on average interest-earning
  assets (4)                                                               4.29%                                  4.14%
                                                                           ====                                   ====
----------------------------------------
</TABLE>
(1)  Average balances are derived from average daily balances.
(2)  Average balances include nonaccrual loans.
(3)  Net interest spread represents the difference between the average yield on
     interest-earnings assets and the average cost of interest-bearing
     liabilities.
(4)  Net yield on average interest earning assets represents net interest income
     as a percentage of average interest earning assets.
<PAGE>

     Rate/Volume Analysis.  The following table describes the extent to which
     changes in interest rates and changes in volume of interest-earning assets
     and interest-bearing liabilities have affected the Company's interest
     income and expense during the periods indicated.  For each category of
     interest-earning asset and interest-bearing liability, information is
     provided as to changes in volume (change in volume multiplied by old rate)
     and changes in rates (change in rate multiplied by old volume).  The net
     change attributable to changes in both volume and rate has been allocated
     proportionately to the change due to volume and the change due to rate.
<TABLE>
<CAPTION>
                                                Year Ended December 31,         Year Ended December 31,
                                                 2000 compared to 1999           1999 compared to 1998
                                              ---------------------------     ---------------------------
                                                                     Changes due to
                                                         ----------------------------------
                                              Volume   Rate/Yield   Total     Volume   Rate/Yield   Total
                                              -------  -----------  ------    -------  -----------  ------
Interest income:
<S>                                        <C>          <C>         <C>        <C>      <C>          <C>
  Loans                                     $  2,906          799   3,705      1,741          (69)  1,672
  Investment securities                          (31)         184     153        689          (67)    622
  FHLB stock                                      14            4      18        (25)          (1)    (26)
  Interest-earning deposits in other
    financial institutions                      (236)         147     (89)       (26)          (8)    (34)
                                               -----        -----   -----      -----         ----   -----
      Total interest income                  $ 2,653        1,134   3,787      2,379         (145)  2,234
                                             =======        =====   =====      =====         ====   =====
Interest expense:

  Demand deposits                          $     185          339     524        791          (96)    695
  Regular savings                                (27)           0     (27)       (29)         (19)    (48)
  Time deposits                                1,185          491   1,676        384         (339)     45
  FHLB advances                                   69            6      75         20            8      28
  Notes payable                                  137            0     137          -            -       -
  Securities sold under agreements to
    repurchase                                    68          (19)     49        (13)          (6)    (19)
                                               -----        -----   -----      -----         ----   -----

     Total interest expense                    1,617          817   2,434      1,153         (452)    701
                                               -----        -----   -----      -----         ----   -----

     Net interest income                   $   1,036          317   1,353      1,226          307   1,533
                                               =====        =====   =====      =====         ====   =====
</TABLE>

     Comparison of Financial Condition at December 31, 2000 and December 31,
     1999

     Total assets increased $31 million, or 15.74%, to $228 million in fiscal
     2000 compared to $197 million in fiscal 1999 due to increased lending from
     funds provided from increased deposits.  Borrowings of $2.5 million from a
     correspondent bank by the Company were used to support the growth of the
     assets.  Stockholders' equity increased by approximately $1.6 million, or
     13.75%, to $13.63 million at December 31, 2000, from $11.98 million at
     December 31, 1999.  The increase was attributable to net income of
     approximately $1.28 million and an increase of net unrealized holding gains
     on investment and mortgage backed securities available for sale of
     approximately $520,000 that was partially offset by dividends declared of
     $299,000.  The Company carries at fair value its securities available for
     sale, with unrealized gains and losses, net of income tax effects, recorded
     as a separate component of stockholders' equity in accordance with
     Statement of Financial Accounting Standards ("SFAS") No. 115.  Because the
     Company's portfolio of securities is classified as available for sale,
     volatility in the fair value of such securities could continue during
     periods of changing market interest rates.  Other items contributing to the
     change were employee stock ownership plan shares allocated totaling $99,000
     and management stock bonus plan compensation expense of $85,000.
<PAGE>

     Comparison of Operating Results For The Fiscal Years Ended December 31,
     2000 and December 31, 1999

     Net Earnings.  The Company's net earnings increased by $277,000, or 27.60%,
     to $1,280,000 in 2000 from $1,003,000 in 1999.  The increase was primarily
     due to the 18.88% increase in net interest income from $7.2 million 1999 to
     $8.5 million in 2000.  This increase in net interest income was partially
     offset by a 12.22% increase in other expenses to $6.9 million in 2000 from
     $6.1 million in 1999.  The net interest income increase is primarily due to
     the increased lending activities. The increase in other expenses is due
     primarily to increased personnel expenses related to deposit production and
     related support areas.

     Net Interest Income.  Net interest income (before provision for loan
     losses) increased $1.3 million, or 18.80%, to $8.5 million in 2000 from
     $7.2 million in 1999.  This increase was primarily due to an increase in
     interest and fee income on loans of $3.7 million, more than offsetting the
     increase in interest expense on deposits, FHLB advances and other
     correspondent borrowings of $2.4 million. The increases in lending were
     primarily in commercial, residential construction and consumer loans.
     Commercial loans, including commercial real estate loans, increased
     approximately $19 million, or 30.98%, construction loans increased
     approximately $5 million, or 16.42%, and consumer loans increased
     approximately $6 million, or 22.66%.

     Provision For Loan Losses.  The Bank increased the provision for loan
     losses from $340,700 in 1999 to $570,000 in 2000.  The increase was due to
     management's assessment of the risk inherent in the portfolio and the
     assessment of the risk relative to the changes in the size of the
     portfolio.    The Bank's allowance for loan losses increased from $1.2
     million at December 31, 1999, to $1.7 million at December 31, 2000.  The
     Bank periodically evaluates the adequacy of the allowance for loan losses
     based on a review of all significant loans, with particular emphasis on
     impaired, non-accruing, past due and other loans that management believes
     require special attention.  The Bank also utilized an independent loan
     review process in assessing the overall adequacy of the allowance for loan
     losses.   Management believes that its allowance for loan losses is
     adequate.  Management will continue to monitor and adjust the allowance as
     necessary in future periods based on growth in the loan portfolio, loss
     experience, and continued monitoring of local economic conditions, as well
     as, any other external factors.  If the size of the loan portfolio
     continues to increase and the relative proportion in that portfolio of
     commercial and construction loans increases, it is expected that the
     provision for loan losses will increase in order to maintain the allowance
     for loan losses at an adequate level.

     The following table sets forth the allocation of the allowance for loan
     losses by loan category and the percent of loans in each loan category to
     total loans for the periods indicated.
<TABLE>
<CAPTION>

                                                  At December 31, 2000            At December 31, 1999
                                                -------------------------  -----------------------------------
                                                              Percent of                          Percent of
                                                             Loans in each                       Loans in each
                                                 Allocated    Category to       Allocated         Category to
                                                 Allowance    Total Loans       Allowance         Total Loans
                                                -----------  -------------  --------------------  -------------
                                                                    Dollars in Thousands
Balance at end of period applicable to:
<S>                                             <C>              <C>               <C>                <C>
     Permanent residential mortgage              $    0           16.10%            $   50             21.52%
     Construction                                   771           20.14%               487             20.29%
     Commercial and commercial real estate          606           46.18%               430             41.37%
     Consumer and other                             331           17.58%               270             10.66%
                                                 ------          ------             ------            ------
     Total                                       $1,708          100.00%            $1,237            100.00%
</TABLE>
<PAGE>

     Other Income. Other income increased by $49,000, or 5.79%, to $892,000 in
     2000 from $843,000 in 1999. This increase was due in part to an increase of
     $88,000 in service charge income on deposit accounts. 1999 other income was
     enhanced by the net gains on sales of loans and investment securities which
     totaled $106,000 and $68,000 respectively. In 2000 these gains were $9,000
     and $13,000 respectively, a decrease of $152,000 for the year ending 2000.
     Other operating income increased $113,000 from $166,000 in 1999 to $279,000
     in 2000. This was due primarily to an increase in income from investment
     services of $46,000 and an increase of $42,000 in income earned from the
     life insurance asset.

     Other Expenses.  Other expenses increased to $6.9 million during 2000 from
     $6.1 million during 1999, representing an approximate 12.22% increase.
     Included in this increase is an increase of $330,000 in salaries and
     benefits associated with increased personnel expenses related to deposit
     production and related support areas. The remainder of the increases in
     other expenses was associated with increased occupancy expenses and
     advertising expense.   Occupancy expenses have increased due to the need
     for upgrading the Bank's technology, both hardware and software.
     Advertising expense has increased as the Bank strives to increase community
     awareness of its new commercial services.

     Income Tax Expense.  Income tax expense as a percent of income before taxes
     remained the same at 34% in 1999 and 2000.

     Liquidity. The Bank is required to maintain minimum levels of liquid assets
     as defined by the State of Georgia and FDIC regulations.  Short-term
     liquidity at December 31, 2000, was 13.56%, which was below the Bank's goal
     of 17%.  The Bank continues to search for deposits and other means of
     meeting its loan demand. The Bank adjusts its liquidity level as
     appropriate to meet its asset/liability objectives.  The primary sources of
     funds are deposits, amortization and prepayments of loans and mortgage-
     backed securities, maturity of investments, and funds provided from
     operations.  As an alternative to supplement liquidity needs, the Bank has
     the ability to borrow from the FHLB and other correspondent banks.  These
     commitments totaled $18.5 million at December 31, 2000 with no outstanding
     balances.  The Company had $2.5 million drawn on its line of credit with
     Columbus Bank and Trust. Scheduled loan amortization and maturing
     investment securities are a relatively predictable source of funds,
     however, deposit flow and loan prepayments are greatly influenced by, among
     other things, market interest rates, economic conditions, and competition.
     The Bank's liquidity, represented by cash, cash equivalents, and securities
     available for sale, is a product of its operating, investing, and financing
     activities.

     Impact of Inflation and Changing Prices. The financial statements and
     related data have been prepared in accordance with generally accepted
     accounting principles which require the measurement of financial position
     and operating results in terms of historical dollars, without consideration
     for changes in the relative purchasing power of money over time caused by
     inflation.

     Unlike industrial companies, nearly all of the assets and liabilities of a
     financial institution are monetary in nature.  As a result, interest rates
     have a more significant impact on a financial institution's performance
     than general levels of inflation. Interest rates do not necessarily move in
     the same direction or in the same magnitude as the price of goods and
     services, since such goods and services are affected by inflation. In the
     current interest rate environment, liquidity and the maturity structure of
     the Bank's assets and liabilities are critical to the maintenance of
     acceptable performance levels.
<PAGE>

     Other Important Events.  The bank is expected to begin construction on its
     second branch location in Fayette County, Georgia.  This location is an
     out-parcel of a major retail shopping center located in an area of
     residential housing.  The occupancy of this office is anticipated to be
     late summer 2001.  The Bank has also announced plans to close the Morrow
     Office effective July 2001.  The inability to grow deposits and income in
     the current location is the primary factor in this decision.  The existing
     deposits of the Morrow Office will be consolidated into the Forest Park and
     Jonesboro branches in Clayton County.

     In February 2001, the Company accelerated the principal payments associated
     with its internally leveraged Employee Stock Ownership Plan of 1995 and the
     Management Stock Bonus Plan of 1995.  The Company will record a one time
     pretax charge against first quarter 2001 earnings of approximately $492,000
     in connection with this transaction.  The decision to accelerate the
     payments at this time was based on what the Board viewed as an opportunity
     to take advantage of a time period when the Company's stock is trading at
     or below peer and historical values.  The compensation expense recognized
     by the Company each period is directly tied to the price of the Company's
     stock.  The acceleration of payments to the plans does not alter the
     vesting periods of the plans' participants, but does allow the Company to
     lock in the expense at the period's comparatively low stock price, rather
     than at a level tied to the future price of the stock over the remaining
     life of the plan.  While it is impossible to foresee the exact impact this
     payment will have on the compensation expense of the Company, it is the
     Board's feeling that this change will be beneficial to the Company.
<PAGE>

              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
CCF Holding Company

  We have audited the accompanying consolidated balance sheets of CCF Holding
Company and subsidiary as of December 31, 2000 and 1999 and the related
consolidated statements of earnings, comprehensive income, stockholders' equity,
and cash flows for the years then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

  In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CCF Holding
Company and subsidiary as of December 31, 2000 and 1999, and the results of
their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.

Atlanta, Georgia
February 14, 2001

<PAGE>

                      CCF HOLDING COMPANY AND SUBSIDIARY

                          Consolidated Balance Sheets

                          December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                    Assets
                                                    ------

                                                                                                    2000          1999
                                                                                                    ----          ----
<S>                                                                                            <C>            <C>
Cash and due from banks, including reserve
     requirements of $1,757,000 and $940,000                                                   $   5,767,546     5,035,910
Interest-bearing deposits in other financial institutions                                          1,159,874       535,920
Federal funds sold                                                                                 1,620,000     5,760,000
                                                                                               -------------  ------------

                  Cash and cash equivalents                                                        8,547,420    11,331,830

Investment securities available for sale                                                          36,367,892    28,503,446
Loans, net                                                                                       171,816,927   146,553,417
Premises and equipment, net                                                                        6,488,087     5,825,367
Federal Home Loan Bank stock, at cost                                                                880,000       655,200
Accrued interest receivable                                                                        1,708,866     1,306,698
Cash surrender value of life insurance                                                             1,402,248     1,337,344
Other assets                                                                                       1,169,307     1,268,578
                                                                                               -------------  ------------

                                                                                               $ 228,380,747   196,781,880
                                                                                               =============  ============

                                           Liabilities and Stockholders' Equity
                                           ------------------------------------

Deposits:
     Noninterest-bearing demand deposits                                                       $  12,038,329    10,639,993
     Interest-bearing demand deposits                                                             69,135,925    55,163,460
     Savings accounts                                                                              6,080,705     7,529,549
     Time deposits less than $100,000                                                             94,040,844    71,861,450
     Time deposits greater than $100,000                                                          27,119,272    20,331,766
                                                                                               -------------  ------------

                  Total deposits                                                                 208,415,075   165,526,218

Securities sold under agreement to repurchase                                                      1,826,488     3,998,419
Federal Home Loan Bank advances                                                                            -    13,100,000
Line of credit borrowings                                                                          2,500,000       900,000
Other liabilities                                                                                  2,008,778     1,274,901
                                                                                               -------------  ------------

                  Total liabilities                                                              214,750,341   184,799,538
                                                                                               -------------  ------------

Commitments

Stockholders' equity:
     Preferred stock, no par value; 1,000,000 shares
        authorized; none issued and outstanding                                                            -             -
     Common stock, $.10 par value, 4,000,000 shares
        authorized; 985,178 issued and 981,563 shares
        outstanding in 2000; 988,470 shares issued and
        980,855 outstanding in 1999                                                                   98,518        98,847
     Additional paid-in capital                                                                    9,091,543     9,102,457
     Retained earnings                                                                             4,941,877     3,960,640
     Unearned ESOP shares                                                                           (324,000)     (396,000)
     Unearned compensation                                                                          (153,144)     (199,190)
     Treasury stock, at cost; 3,615 and 7,615 shares in
        2000 and 1999, respectively                                                                  (35,731)      (75,876)
     Accumulated other comprehensive income (loss)                                                    11,343      (508,536)
                                                                                               -------------  ------------

                  Total stockholders' equity                                                      13,630,406    11,982,342
                                                                                               -------------  ------------

                                                                                               $ 228,380,747   196,781,880
                                                                                               =============  ============
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

                      CCF HOLDING COMPANY AND SUBSIDIARY

                      Consolidated Statements of Earnings

                For the Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                                 2000           1999
                                                                                                 ----           ----
<S>                                                                                          <C>            <C>
Interest and dividend income:
     Interest and fees on loans                                                              $ 16,154,636    12,450,314
     Interest bearing deposits in other financial institutions                                     56,296       139,320
     Interest and dividends on taxable investment securities                                    1,855,057     1,745,554
     Interest on federal funds sold                                                               327,064       331,779
     Interest on nontaxable investment securities                                                  64,652         3,679
                                                                                             ------------   -----------

          Total interest income                                                                18,457,705    14,670,646
                                                                                             ------------   -----------

Interest expense:
     Deposit accounts                                                                           9,429,026     7,257,269
     Other borrowings                                                                             505,862       243,673
                                                                                             ------------   -----------

          Total interest expense                                                                9,934,888     7,500,942
                                                                                             ------------   -----------

          Net interest income                                                                   8,522,817     7,169,704

Provision for loan losses                                                                         570,000       340,700
                                                                                             ------------   -----------

          Net interest income after provision for loan losses                                   7,952,817     6,829,004
                                                                                             ------------   -----------

Other operating income:
     Service charges on deposit accounts                                                          590,761       502,878
     Net gain on sale of assets                                                                     8,867       105,997
     Net gain on sale of investment securities                                                     12,974        68,201
     Other                                                                                        279,390       166,067
                                                                                             ------------   -----------

          Total other operating income                                                            891,992       843,143
                                                                                             ------------   -----------

Other operating expenses:
     Salaries and employee benefits                                                             3,851,452     3,520,808
     Occupancy                                                                                  1,421,036     1,174,266
     Other                                                                                      1,621,267     1,447,867
                                                                                             ------------   -----------

          Total other operating expenses                                                        6,893,755     6,142,941
                                                                                             ------------   -----------

          Earnings before income taxes                                                          1,951,054     1,529,206

Income tax expense                                                                                670,812       526,315
                                                                                             ------------   -----------

          Net earnings                                                                       $  1,280,242     1,002,891
                                                                                             ============   ===========

Basic earnings per share                                                                     $       1.37          1.09
                                                                                             ============   ===========

Diluted earnings per share                                                                   $       1.35          1.04
                                                                                             ============   ===========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

                      CCF HOLDING COMPANY AND SUBSIDIARY

                Consolidated Statements of Comprehensive Income

                For the Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>

                                                                                       2000         1999
                                                                                       ----         ----
<S>                                                                              <C>             <C>
Net earnings                                                                      $  1,280,242    1,002,891
                                                                                     ---------    ---------

Other comprehensive income (loss):
    Unrealized holding gains (losses) on investment securities
       available for sale                                                              786,210     (949,979)

    Reclassification adjustment for gains on sales of investment
       securities available for sale                                                    12,974       68,201
                                                                                     ---------    ---------

                   Total other comprehensive income (loss), before taxes               799,184     (881,778)
                                                                                     ---------    ---------

Income tax (expense) benefit related to other comprehensive income:
    Unrealized holding gains (losses) on investment securities
       available for sale                                                             (274,764)     360,612

    Reclassification adjustment for gains on sales of investment
       securities available for sale                                                    (4,541)     (25,889)
                                                                                     ---------    ---------

                   Total income tax (expense) benefit related to other                (279,305)     334,723
                                                                                     ---------    ---------
                     comprehensive income

                   Total other comprehensive income (loss), net of tax                 519,879     (547,055)
                                                                                     ---------    ---------

                   Total comprehensive income                                     $  1,800,121      455,836
                                                                                     =========    =========
</TABLE>





   See accompanying notes to consolidated financial statements.

<PAGE>

                      CCF HOLDING COMPANY AND SUBSIDIARY

                Consolidated Statements of Stockholders' Equity

                For the Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                      Additional
                                                  Common Stock          Paid-in         Retained      Unearned
                                                  ------------
                                              Shares        Amount      Capital         Earnings        ESOP
                                              ------        ------      -------         --------        ----
<S>                                         <C>         <C>            <C>           <C>             <C>
Balance, December 31, 1998                   900,589     $  90,059      7,783,384      4,528,267      (468,000)

Net earnings                                       -             -              -      1,002,891             -
10% stock dividend                            89,824         8,983      1,271,845     (1,280,828)            -
Dividends declared ($.32 per share)                -             -              -       (289,690)            -
Retirement of common stock                    (1,943)         (195)       (30,499)             -             -
ESOP shares allocated                              -             -         70,148              -        72,000
Forfeited shares under
   management stock bonus plan                     -             -              -              -             -
Awarded shares under
   management stock bonus plan                     -             -          7,579              -             -
Earned compensation under
   management stock bonus plan                     -             -              -              -             -
Unrealized losses on investment
   securities available for sale,
   net of tax                                      -             -              -              -             -
                                             -------       -------      ---------      ---------       -------
Balance, December 31, 1999                   988,470        98,847      9,102,457      3,960,640      (396,000)

Net earnings                                       -             -              -      1,280,242             -
Dividends declared ($.32 per share)                -             -              -       (299,005)            -
Retirement of common stock                    (3,292)         (329)       (36,096)             -             -
ESOP shares allocated                              -             -         26,827              -        72,000
Awarded shares under
   management stock bonus plan                     -             -         (1,645)             -             -
Earned compensation under
   management stock bonus plan                     -             -              -              -             -
Unrealized gains on investment
   securities available for sale,
   net of tax                                      -             -              -              -             -
                                             -------     ---------      ---------      ---------      --------

Balance, December 31, 2000                   985,178     $  98,518      9,091,543      4,941,877      (324,000)
                                             =======     =========      =========      =========      ========

<CAPTION>
                                                                              Accumulated
                                                                                 Other
                                        Unearned         Treasury Stock      Comprehensive

                                      Compensation    Shares       Amount      Income (Loss)         Total
                                      ------------   -------       ------      -------------         -----
<S>                                     <C>           <C>      <C>                <C>             <C>
Balance, December 31, 1998               (286,339)     5,441    $ (59,777)         38,519          11,626,113

Net earnings                                    -          -            -               -           1,002,891
10% stock dividend                              -        874            -               -                   -
Dividends declared ($.32 per share)             -          -            -               -            (289,690)
Retirement of common stock                      -          -            -               -             (30,694)
ESOP shares allocated                           -          -            -               -             142,148
Forfeited shares under
   management stock bonus plan             36,000      3,300      (36,000)              -                   -
Awarded shares under
   management stock bonus plan            (27,480)    (2,000)      19,901               -                   -
Earned compensation under
   management stock bonus plan             78,629          -            -               -              78,629
Unrealized losses on investment
   securities available for sale,
   net of tax                                   -           -           -         (547,055)          (547,055)
                                         --------     -------    --------        ---------         ----------

Balance, December 31, 1999               (199,190)      7,615     (75,876)        (508,536)        11,982,342

Net earnings                                    -           -           -                -          1,280,242
Dividends declared ($.32 per share)             -           -           -                -           (299,005)
Retirement of common stock                      -           -           -                -            (36,425)
ESOP shares allocated                           -           -           -                -             98,827
Awarded shares under
   management stock bonus plan            (38,500)     (4,000)     40,145                -                  -
Earned compensation under
   management stock bonus plan             84,546           -           -                -             84,546
Unrealized gains on investment
   securities available for sale,
   net of tax                                   -           -           -          519,879            519,879
                                         --------     -------   ---------         --------         ----------

Balance, December 31, 2000               (153,144)      3,615   $ (35,731)          11,343         13,630,406
                                         ========     =======   =========         ========         ==========
</TABLE>




See accompanying notes to consolidated financial statements.

<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

                 For the Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                                            2000           1999
                                                                                                            ----           ----
  <S>                                                                                                 <C>                <C>
  Cash flows from operating activities:
    Net earnings                                                                                      $   1,280,242      1,002,891
    Adjustments to reconcile net earnings to net cash provided by operating activities:
       Provision for loan losses                                                                            570,000        340,700
       Depreciation, amortization and accretion                                                             495,388        222,572
       Deferred income tax benefit                                                                         (181,259)       (19,862)
       ESOP shares allocated                                                                                 98,827        142,148
       Compensation expense related to MSBP                                                                  84,546         78,629
       Net gain on sale of investment securities available for sale                                         (12,974)       (68,201)
       Net gain on sale of loans                                                                            (17,623)       (47,638)
       Net gain on sale of premises and equipment                                                            (7,244)       (58,359)
       Increase in cash surrender value of life insurance                                                   (64,904)         -
       Increase in accrued interest receivable                                                             (402,168)      (191,818)
       Decrease (increase) in other assets                                                                      595       (576,854)
       Increase (decrease) in other liabilities                                                             732,204       (508,167)
                                                                                                        -----------    -----------
                    Net cash provided by operating activities                                             2,575,630        316,041
                                                                                                        -----------    -----------
  Cash flows from investing activities:
    Proceeds from maturities and called investment securities available for sale                              -         27,502,315
    Proceeds from sales of investment securities available for sale                                       3,934,030        620,858
    Purchases of investment securities available for sale                                                10,949,446)   (27,683,395)
    Redemption of FHLB stock                                                                                  -            358,000
    Purchases of FHLB stock                                                                                (224,800)         -
    Net increase in loans                                                                               (32,652,108)   (33,618,250)
    Proceeds from sale of loans                                                                           6,836,221      8,599,234
    Purchases of premises and equipment                                                                  (1,651,454)      (961,873)
    Proceeds from sale of equipment                                                                          24,803        135,661
    Purchase of life insurance policies                                                                       -         (1,337,344)
    Proceeds from insurance policies related to the destruction of premises                                 439,545          -
                                                                                                        -----------    -----------
                    Net cash used in investing activities                                               (34,243,209)   (26,384,794)
                                                                                                        -----------    -----------
  Cash flows from financing activities:
    Net increase in demand and savings deposits                                                          13,921,957     11,186,684
    Net increase (decrease) in time deposits                                                             28,966,900       (637,187)
    Net (decrease) increase in securities sold under agreements to repurchase                            (2,171,931)     2,881,155
    Federal Home Loan Bank advances                                                                           -         13,100,000
    Repayment of Federal Home Loan Bank advances                                                        (13,100,000)         -
    Proceeds from line of credit                                                                          1,600,000        900,000
    Dividends paid                                                                                         (297,332)      (351,897)
    Retirement of common stock                                                                              (36,425)       (30,694)
                                                                                                        -----------    -----------
                    Net cash provided by financing activities                                            28,883,169     27,048,061
                                                                                                        -----------    -----------
                    (Decrease) increase in cash and cash equivalents                                     (2,784,410)       979,308

  Cash and cash equivalents at beginning of period                                                       11,331,830     10,352,522
                                                                                                        -----------    -----------
  Cash and cash equivalents at end of period                                                          $   8,547,420     11,331,830
                                                                                                        ===========    ===========
  Supplemental disclosures for cash flow information and non cash financing activities:

       Interest paid                                                                                  $   9,503,070      7,559,075
                                                                                                        ===========    ===========
       Income taxes paid                                                                              $     669,256        528,000
                                                                                                        ===========    ===========
       Changes in unrealized losses on investment securities available for sale                       $     519,879       (547,055)
                                                                                                        ===========    ===========
       Changes in dividends payable                                                                   $       1,072        (62,207)
                                                                                                        ===========    ===========
</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>

                      CCF HOLDING COMPANY AND SUBSIDIARY

                  Notes to Consolidated Financial Statements

(1)  Summary of Significant Accounting Policies

     Organization
     ------------
       CCF Holding Company (the "Company") is incorporated in the state of
     Georgia as a state chartered bank holding company whose business is
     conducted by its wholly owned bank subsidiary, Heritage Bank (the "Bank").
     The Company converted its charter effective September 1, 1998 from a
     federally chartered stock savings and loan association to a state chartered
     commercial bank. The Company and the Bank are primarily regulated by the
     State of Georgia Department of Banking and Finance (the "DBF") and the
     Federal Deposit Insurance Corporation (the "FDIC") and are subject to
     periodic examinations by these regulatory authorities.

       The Bank provides a full range of banking services to individual and
     corporate customers through its main office in Jonesboro, Georgia and four
     Georgia branch offices located in Clayton, Fayette, and Henry Counties. The
     Bank primarily competes with other financial institutions in its market
     area, which it considers to be South Metropolitan Atlanta.

     Basis of Presentation
     ---------------------
       The consolidated financial statements include the accounts of the Company
     and the Bank. All significant intercompany accounts and transactions have
     been eliminated in consolidation. Certain 1999 amounts have been
     reclassified to conform to the 2000 presentation.

       The accounting principles followed by the Company and the methods of
     applying these principles, conform with generally accepted accounting
     principles ("GAAP") and with general practices within the banking industry.
     In preparing financial statements in conformity with GAAP, management is
     required to make estimates and assumptions that affect the reported amounts
     in the financial statements. Actual results could differ significantly from
     those estimates. Material estimates common to the banking industry that are
     particularly susceptible to significant change in the near term include,
     but are not limited to, the determination of the allowance for loan losses
     and the valuation of real estate acquired in connection with or in lieu of
     foreclosure on loans.

     Cash and Cash Equivalents
     -------------------------
       For purposes of the consolidated statements of cash flows, the Company
     considers amounts due from banks, interest-bearing deposits in other
     financial institutions and federal funds sold to be cash equivalents.

     Investment Securities
     ---------------------
       The Company classifies its securities in one of three categories:
     trading, available for sale, or held to maturity. Trading securities are
     bought and held principally for sale in the near term. Held to maturity
     securities are those securities for which the Company has the ability and
     intent to hold until maturity. All other securities not included in trading
     or held to maturity are classified as available for sale. The Company's
     current investment policy prohibits trading activity.

       Held to maturity securities are recorded at cost, adjusted for the
     amortization or accretion of premiums or discounts. Transfers of securities
     between categories are recorded at fair value at the date of transfer.
     Unrealized holding gains or losses associated with transfers of securities
     from held to maturity to available for sale are recorded as a separate
     component of stockholders' equity.

       Available for sale securities consist of investment securities not
     classified as trading securities or held to maturity securities and are
     recorded at fair value. Unrealized holding gains and losses on securities
     available for sale are excluded from earnings and are reported as a
     separate component of stockholders' equity until realized.

       A decline in the market value of any available for sale or held to
     maturity investment below cost that is deemed other than temporary is
     charged to earnings and establishes a new cost basis for the security.

       Premiums and discounts are amortized or accreted over the life of the
     related security as an adjustment to the yield. Realized gains and losses
     for securities classified as available for sale and held to maturity are
     included in earnings and are derived using the specific identification
     method for determining the cost of securities sold.

     Federal Home Loan Bank Stock
     ----------------------------
       Investment in Federal Home Loan Bank stock is required of federally
     insured financial institutions that utilize their services. No ready market
     exists for the stock and it has no quoted market value.

     Loans
     -----
       Loans that management has the intent and ability to hold for the
     foreseeable future or until maturity are reported at the principal amount
     outstanding, net of the allowance for loan losses and any deferred fees or
     costs on originated loans. Interest on all loans is calculated principally
     by using the simple interest method on the daily balance of the principal
     amount outstanding.

       Loan origination fees collected, net of certain direct loan origination
     costs, are deferred and recognized into income using the interest method as
     an adjustment of the yield over the lives of the underlying loans.

<PAGE>

                      CCF HOLDING COMPANY AND SUBSIDIARY

             Notes to Consolidated Financial Statements, continued

(1)  Summary of Significant Accounting Policies, continued

     Loans, continued
     -----
       The accrual of interest income is discontinued on loans which become
     contractually past due by 90 days. Interest previously accrued but not
     collected is reversed against current period interest income when such
     loans are placed on nonaccrual status. Interest accruals are recorded on
     such loans only when they are brought fully current with respect to
     interest and principal and when, in the judgment of management, the loans
     are estimated to be fully collectible as to both principal and interest.

       A loan is considered impaired when, based on current information and
     events, it is probable that all amounts due according to the contractual
     terms of the loan agreement will not be collected. Impaired loans are
     measured based on the present value of expected future cash flows
     discounted at the loan's effective interest rate, or at the loan's
     observable market price, or at the fair value of the collateral of the loan
     if the loan is collateral dependent. Interest income from impaired loans is
     recognized using a cash basis method of accounting.

     Allowance for Loan Losses
     -------------------------
       The allowance for loan losses is established through a provision for loan
     losses charged to expense. Loans are charged against the allowance for loan
     losses when management believes that the collection of principal is
     unlikely. The Bank has established a loan grading system whose
     classifications are consistent with those used by the Bank's regulators.
     Management utilizes this system to evaluate the adequacy of its allowance
     for loan losses. Allocations of loss are calculated based on expected loss
     ratios for each loan classification. These ratios have been determined
     considering the Bank's historical loss rates and losses experienced by its
     peer group. For individually significant loans deemed to be impaired, a
     specific allowance is established based on the expected collectibility
     considering the borrower's cash flow and the adequacy of the collateral
     coverage. The results of the Bank's evaluation are compared to the recorded
     allowance for loan losses and significant deviations are adjusted by
     increasing or decreasing the provision for loan losses. Additionally,
     management utilizes the services of an independent third party loan
     reviewer to validate its internal grading system and to provide additional
     analysis in determining the adequacy of the allowance.

       Management believes the allowance for loan losses is adequate. While
     management uses available information to recognize losses on loans, future
     additions to the allowance may be necessary based on changes in economic
     conditions. In addition, various regulatory agencies, as an integral part
     of their examination process, periodically review the allowance for loan
     losses. Such agencies may require the Bank to recognize additions to the
     allowance based on their judgment of information available to them at the
     time of their examination.

     Premises and Equipment
     ----------------------
       Premises and equipment are stated at cost less accumulated depreciation.
     Major additions and improvements are charged to the asset accounts while
     maintenance and repairs that do not improve or extend the useful lives of
     the assets are expensed. When assets are retired or otherwise disposed, the
     cost and related accumulated depreciation are removed from the accounts,
     and any gain or loss is reflected in earnings for the period. Depreciation
     is recorded on a straight-line basis over the following estimated useful
     lives of the related assets:

             Building and improvements                  5 - 40 years
             Furniture and equipment                    2 - 10 years

     Income Taxes
     ------------
       Deferred tax assets and liabilities are recorded for the future tax
     consequences attributable to differences between the financial statement
     carrying amounts of existing assets and liabilities and their respective
     tax bases. Deferred tax assets and liabilities are measured using enacted
     tax rates expected to apply to taxable income in the years in which the
     assets and liabilities are expected to be recovered or settled. The effect
     on deferred tax assets and liabilities of a change in tax rates is
     recognized in income tax expense in the period that includes the enactment
     date.

       In the event the future tax consequences of differences between the
     financial reporting bases and the tax bases of the Company's assets and
     liabilities result in deferred tax assets, an evaluation of the probability
     of being able to realize the future benefits indicated by such asset is
     required. A valuation allowance is provided for the portion of the deferred
     tax asset when it is more likely than not that some portion or all of the
     deferred tax asset will not be realized. In assessing the realizability of
     the deferred tax assets, management considers the scheduled reversals of
     deferred tax liabilities, projected future taxable income, and tax planning
     strategies.

<PAGE>

                      CCF HOLDING COMPANY AND SUBSIDIARY

             Notes to Consolidated Financial Statements, continued

(1) Summary of Significant Accounting Policies, continued

    Net Earnings Per Share
    ----------------------
      Basic earnings per share are based on the weighted average number of
    common shares outstanding during the period while the effects of potential
    shares outstanding during the period are included in diluted earnings per
    share. The reconciliation of the amounts used in the computation of both
    "basic earnings per share" and "diluted earnings per share" for each period
    an earnings statement is presented as follows:

<TABLE>
<CAPTION>
         For the year ended December 31, 2000               Net           Common         Per Share
                                                          Earnings        Shares           Amount
                                                          --------        ------           ------
         <S>                                          <C>              <C>               <C>
         Basic earnings per share                     $   1,280,242       935,860         $ 1.37
                                                                                            ====
         Effect of stock options                                  -        12,285
                                                         ----------    ----------

         Diluted earnings per share                   $   1,280,242       948,145         $ 1.35
                                                          =========    ==========           ====

<CAPTION>
         For the year ended December 31, 1999                Net          Common         Per Share
                                                          Earnings        Shares          Amount
                                                          --------        ------          ------
         <S>                                          <C>              <C>               <C>
         Basic earnings per share                     $   1,002,891       922,120         $ 1.09
                                                                                            ====
         Effect of stock options                                  -        38,849
                                                          ---------    ----------

         Diluted earnings per share                   $   1,002,891       960,969         $ 1.04
                                                          =========    ==========           ====
</TABLE>

      For purposes of computing weighted-average shares outstanding, unallocated
    shares under the Company's employee stock ownership plan are not considered
    outstanding until they are committed to be released for allocation.

    Recent Accounting Pronouncements
    ---------------------------------
      In 1998, the Financial Accounting Standards Board issued Statement of
    Financial Accounting Standards No. 133 ("SFAS No. 133"), "Accounting for
    Derivative Instruments and Hedging Activities". SFAS No. 133 establishes
    accounting and reporting standards for hedging activities and for derivative
    instruments including derivative instruments embedded in other contracts. It
    requires the fair value recognition of derivatives as assets or liabilities
    in the financial statements. The accounting for the changes in the fair
    value of derivatives depends on the intended use of the derivative
    instruments at inception. In 1999, SFAS No. 137 was issued which changed the
    implementation date of SFAS No. 133. SFAS No. 133 becomes effective for all
    fiscal quarters of all fiscal years beginning after June 15, 2000, but
    initial application of the statement must be made as of the beginning of the
    quarter. At the date of initial application, an entity may transfer any held
    to maturity security into the available for sale or trading categories
    without calling into question the entity's intent to hold other securities
    to maturity in the future. The Company was required to adopt SFAS No. 133
    effective January 1, 2001. The adoption of SFAS No. 133 had no material
    impact on its financial position, results of operations or liquidity.

<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(2) Investment Securities

      At December 31, 2000 and 1999, investment securities available for sale
    consisted of the following:

<TABLE>
<CAPTION>
                                                                                   December 31, 2000
                                                             --------------------------------------------------------------
                                                                                     Gross          Gross
                                                                  Amortized       Unrealized      Unrealized        Fair
                                                                    Cost             Gains          Losses          Value
                                                                    ----             -----          ------          -----
<S>                                                           <C>                 <C>             <C>             <C>
    U.S. Treasury and U.S. Government
      agency obligations                                      $   33,388,665        122,213         146,325       33,364,553
    Municipal securities                                           2,858,212         38,868              82        2,896,998
    Mortgage-backed securities                                       103,564          2,777               -          106,341
                                                                  ----------        -------         -------       ----------
                                                              $   36,350,441        163,858         146,407       36,367,892
                                                                  ==========        =======         =======       ==========

<CAPTION>
                                                                                   December 31, 1999
                                                             --------------------------------------------------------------
                                                                                     Gross          Gross
                                                                  Amortized       Unrealized      Unrealized        Fair
                                                                    Cost             Gains          Losses          Value
                                                                    ----             -----          ------          -----
<S>                                                           <C>                 <C>             <C>             <C>
    U.S. Treasury and U.S. Government
      agency obligations                                      $   28,373,903              -         774,504       27,599,399
    Equity security                                                  787,230              -           8,426          778,804
    Mortgage-backed securities                                       124,676            567               -          125,243
                                                                  ----------         ------         -------       ----------

                                                              $   29,285,809            567         782,930       28,503,446
                                                                  ==========         ======         =======       ==========
</TABLE>

      For the years ended December 31, 2000 and 1999, the Company sold
    investment securities available for sale for $3,934,030 and $620,858,
    respectively with the following gross gains and losses recognized:

                                                    2000       1999
                                                    ----       ----
                         Gross gains          $    26,000     68,201
                         Gross losses         $   (13,026)         -

      The amortized cost and fair values of securities available for sale at
    December 31, 2000, by contractual maturity are shown below. Expected
    maturities may differ from contractual maturities because borrowers may have
    the right to call or prepay obligations with or without call or prepayment
    penalties.

<TABLE>
<CAPTION>
                                                                   Amortized        Fair
                                                                     Cost          Value
                                                                     ----          -----
<S>                                                          <C>               <C>
              Due within one year                            $    9,450,665      9,397,944
              Due after one year through five years              21,452,945     21,429,612
              Due after five years                                5,343,267      5,433,995
              Mortgage-backed securities                            103,564        106,341
                                                               ------------    -----------

                                                             $   36,350,441     36,367,892
                                                               ============    ===========
</TABLE>

      Investment securities with approximate aggregate carrying amounts of
    $33,065,000 and $21,358,000 at December 31, 2000 and December 31, 1999,
    respectively, were pledged to secure public deposits and securities sold
    under agreements to repurchase.


<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(3)  Loans

       Major classifications of loans at December 31, 2000 and 1999 are
     presented below:

<TABLE>
<CAPTION>
                                                                       2000           1999
                                                                       ----           ----
<S>                                                             <C>              <C>
             Commercial real estate                             $  68,824,883      57,442,687
             Commercial                                            11,553,072       3,922,862
             Real estate - mortgage                                28,026,929      31,927,010
             Real estate - construction                            35,049,197      30,105,725
             Installment and other consumer                        30,590,500      24,938,924
                                                                  -----------    ------------

                 Total loans                                      174,044,581     148,337,208

                 Less:  Unearned fees                                 519,482         546,769
                        Allowance for loan losses                   1,708,172       1,237,022
                                                                  -----------    ------------

                 Total loans, net                               $ 171,816,927     146,553,417
                                                                  ===========    ============
</TABLE>

       The Company extends credit to customers throughout its market area, which
     includes the Georgia counties of Clayton, Henry, and Fayette. Most of the
     Company's loans are collateralized by real estate in these Georgia counties
     and a substantial portion of its borrowers' ability to repay such loans is
     dependent upon the economy in the Company's market area.

       An analysis of the activity in the allowance for loan losses is presented
     below:

<TABLE>
<CAPTION>
                                                                       2000            1999
                                                                       ----            ----
<S>                                                             <C>                <C>
             Balance at beginning of period                     $   1,237,022         943,149
             Provision for losses on loans                            570,000         340,700
             Loan charge-offs                                        (153,662)        (71,233)
             Loan recoveries                                           54,812          24,406
                                                                    ---------       ---------

             Balance at end of period                           $   1,708,172       1,237,022
                                                                    =========       =========
</TABLE>

       As of December 31, 2000 and 1999, the Bank serviced loans for others with
     approximate outstanding balances of $27,272,000 and $26,984,000,
     respectively.

(4)  Premises and Equipment

       A summary of premises and equipment at December 31, 2000 and 1999 is as
     follows:

<TABLE>
<CAPTION>
                                                                       2000            1999
                                                                       ----            ----
<S>                                                             <C>                <C>
             Land                                               $    1,945,037        756,655
             Buildings and improvements                              3,491,643      3,806,946
             Furniture and equipment                                 3,329,761      3,039,631
             Construction in progress                                   10,234         36,314
                                                                   -----------      ---------

                                                                     8,776,675      7,639,546

                 Less: accumulated depreciation                      2,288,588      1,814,179
                                                                     ---------      ---------

                                                                $    6,488,087      5,825,367
                                                                     =========      =========
</TABLE>

       Depreciation expense for the years ended December 31, 2000 and 1999 was
     approximately $569,000 and $482,000, respectively.


<PAGE>

                      CCF HOLDING COMPANY AND SUBSIDIARY

             Notes to Consolidated Financial Statements, continued

(5)  Deposits
       At December 31, 2000, the scheduled maturities of time deposits are as
     follows:

                        2001                                   $  71,726,789
                        2002                                      36,226,875
                        2003                                       6,058,006
                        2004                                         848,120
                        2005 and thereafter                        6,300,326
                                                               -------------

                                                               $ 121,160,116
                                                               =============

(6)  Income Taxes
       The components of income tax expense are as follows:
                                                                 2000      1999
                                                                 ----      ----

          Current expense                                  $  852,071   546,177
          Deferred benefit                                   (181,259)  (19,862)
                                                              -------   -------

                                                           $  670,812   526,315
                                                              =======   =======

       Income tax expense differs from the "expected" tax amount (computed by
     applying Federal corporate statutory rates to earnings before income taxes)
     principally due to state income taxes.

       The tax effects of temporary differences that give rise to significant
     portions of the deferred tax assets and deferred tax liabilities at
     December 31, 2000 and 1999, are presented below:

                                                                 2000       1999
                                                                 ----       ----

          Deferred tax assets:
              Allowance for loan losses                     $ 566,466    346,641
              State tax credit carryforwards                   50,175     70,111
              Employee Stock Ownership Plan accrual            99,147     99,147
              Net unrealized losses on investment
                securities available for sale                       -    273,827
              Other                                            14,575     12,024
                                                              -------    -------

                   Total gross deferred tax assets            730,363    801,750
                                                              -------    -------

          Deferred tax liabilities:
              Deferred loan fees                              424,119    458,427
              Net unrealized gains on investment
                securities available for sale                   6,108          -
              Premises and equipment                          163,717    117,089
              Federal Home Loan Bank stock dividends          147,095    147,095
              Other                                            39,280     30,419
                                                              -------    -------

                   Total gross deferred tax liabilities       780,319    753,030
                                                              -------    -------

                   Net deferred tax (liabilities) assets    $ (49,956)    48,720
                                                              =======    =======


<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(6)  Income Taxes, continued
       At December 31, 2000 and 1999, the Company had state gross receipts tax
     credit carryforwards of approximately $76,000 and $106,000, respectively,
     which are available to reduce future state income taxes payable, if any,
     through 2003.

       Prior to January 1, 1996, the Company was permitted under the Internal
     Revenue Code (the "Code") a special bad debt deduction related to additions
     to tax bad debt reserves established for the purpose of absorbing losses.
     The provisions of the Code permitted the Company to deduct from taxable
     income an allowance for bad debts based on the greater of a percentage of
     taxable income before such deduction or actual loss experience. Retained
     earnings at December 31, 2000 include approximately $675,000 for which no
     deferred Federal income tax liability has been recognized. The amounts
     represent an allocation of income for bad debt deductions for tax purposes
     only. Reduction of amounts allocated for purposes other than tax bad debt
     losses or adjustments arising from carryback of net operating losses would
     create income for tax purposes only, which would be subject to the current
     corporate income tax rate.

(7)  Commitments
       The Company is a party to financial instruments with off-balance sheet
     risk in the normal course of business to meet the financing needs of its
     customers. These financial instruments include standby letters of credit
     and commitments to extend credit. These instruments involve, to varying
     degrees, elements of credit and interest rate risk in excess of the amount
     recognized in the consolidated financial statements. The contract or
     notional amounts of those instruments reflect the extent of involvement the
     Company has in particular classes of financial instruments.

       Standby letters of credit are conditional commitments issued by the
     Company guaranteeing the performance of a customer to a third party. These
     guarantees are primarily issued to support public and private borrowing
     arrangements. The credit risk involved in issuing letters of credit is
     essentially the same as that involved in extending loan facilities to
     customers. The Company holds collateral supporting these commitments, as
     deemed necessary.

       The Company's exposure to credit loss, in the event of nonperformance by
     the customer for commitments to extend credit and standby letters of credit
     is represented by the contractual or notional amount of those instruments.
     The Company uses the same credit policies in making commitments and
     conditional obligations as it does for recorded loans.

       The following summarizes commitments as of December 31, 2000 and 1999:

                                                          Approximate
                                                        Contract Amount
                                                        ---------------
                                                         2000      1999
                                                         ----      ----
                                                         (in thousands)

          Financial instruments whose contract
             amounts represent credit risk:
               Commitments to extend credit          $ 37,843    33,894
               Standby letters of credit             $    665       552

       Commitments to extend credit are agreements to lend to a customer as long
     as there is no violation of any condition established in the agreement.
     Commitments generally have fixed expiration dates or other termination
     clauses and may require payment of a fee. Since some of the commitments are
     expected to expire without being drawn upon, the total commitment amounts
     do not necessarily represent future cash requirements. The Company
     evaluates each customer's creditworthiness on a case-by-case basis. The
     amount of collateral obtained, if deemed necessary by the Company upon
     extension of credit, is based on management's credit evaluation of the
     borrower.

       The Company has entered into contracts with certain members of management
     which stipulate a term and annual base salary. The contracts include
     provisions to terminate the agreements for "just cause" which is defined in
     the contracts. If such members of management are relieved of their position
     without just cause, the employee is entitled to a continuation of salary
     from the termination date through the remaining term of the agreement.
     Certain of these employment agreements contain a provision stating that in
     the event of any change in control of the Company which results in
     involuntary termination of employment within one year, the officer will be
     paid a lump sum distribution equal to 2.99 times the individual's base
     compensation.


<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(8)  Federal Home Loan Bank Advances and Line of Credit
       At December 31, 2000 the Bank had no advances outstanding from the
     Federal Home Loan Bank (FHLB) of Atlanta. FHLB advances were repaid in 2000
     primarily with funds from increases in time deposits.

       Additionally, during 2000 the Company entered into a line of credit with
     a financial institution totaling $2,500,000 all of which was outstanding as
     of December 31, 2000. The line accrues interest at prime minus 50 basis
     points and matures September 30, 2001. The facility is collateralized by
     the stock of the Bank.

(9)  Preferred Stock
       The Company is authorized to issue 1,000,000 shares of no par value
     preferred stock. At December 31, 2000 and 1999, there were no shares issued
     and outstanding. The Board of Directors of the Company is authorized to
     issue preferred stock and to fix and state voting powers, designations,
     preferences, or other special rights of such shares and the qualifications,
     limitations, and restrictions thereof, subject to regulatory approval but
     without stockholder approval.

(10) Employee Benefit Plans
     (a)  401(k) Profit Sharing Plan
          --------------------------
            The Company has a tax-qualified defined contribution profit sharing
          plan (the "Plan") for the benefit of its employees. All full-time
          employees become eligible to participate under the Plan after
          completing one year of service. Under the Plan, employees may
          voluntarily elect to defer up to 15% of their compensation, not to
          exceed applicable limits. Company contributions were $1.00 for each
          $1.00 of employee contribution up to 5% of the employee's
          compensation. Such matching contributions begin to vest after the
          first year at a rate of 20% per year with full vesting after five
          years. Additionally, the Company may contribute an annual
          discretionary contribution to the Plan based upon a number of factors,
          such as the Company's retained earnings, profits, regulatory capital,
          and employee performance.

            Contributions by the Company to the Plan during the years ended
          December 31, 2000 and 1999 totaled approximately $68,000 and $59,000,
          respectively.

     (b)  Employee Stock Ownership Plan
          -----------------------------
            The Company also has an employee stock ownership plan (the "ESOP")
          for the exclusive benefit of participating employees who have
          completed one year of service with the Company and have attained
          age 21.

            The ESOP is funded by periodic contributions made by the Company in
          cash or common stock. Benefits to participants may be paid either in
          shares of the Company's common stock or in cash. The ESOP was approved
          to borrow funds from the Company to acquire up to 10% of the common
          stock of the Company. During 1995, the ESOP borrowed $720,000 from the
          Company to acquire 87,120 shares of Company common stock at
          approximately $8 per share. The loan is secured by the shares
          purchased and earnings of the ESOP assets, and is at an interest rate
          equal to a published prime rate, adjusted quarterly. The loan is to be
          paid over a ten-year period at $72,000 per year. The shares purchased
          are held in a suspense account for allocation among participants as
          the loan is repaid.

            At December 31, 2000, 8,910 ESOP shares were allocated to the
          participating employees. For purposes of computing net earnings per
          share, the remaining 39,400 unallocated shares are not considered
          outstanding until they are committed-to-be-released for allocation.
          The Company recognized the fair market value of the Company's common
          stock allocated to participating employees as compensation expense.
          Compensation expense recognized by the Company during the years ended
          December 31, 2000 and 1999 totaled $98,827 and $142,148, respectively.
          The fair value of the unallocated shares at December 31, 2000, was
          approximately $393,000.

     (c)  Stock Option Plan
          -----------------
            In January 1996, the Company approved a stock option plan (the
          "Option Plan") whereby 144,020 authorized shares are reserved for
          issuance by the Company upon exercise of stock options granted to
          officers, directors, and employees of the Company from time to time.
          Options constitute both incentive stock options and non qualified
          stock options. Options awarded to officers and directors are
          exercisable at a rate of 20% annually with the first 20% exercisable
          on the one-year anniversary of the date of grant. Any shares subject
          to an award which expires or are terminated unexercised will again be
          available for issuance. The Option Plan has a term of ten years,
          unless terminated earlier. The exercise price per share for
          nonqualified and incentive stock options shall be the price as
          determined by an option committee, but not less than the fair market
          value of the common stock on the date of grant.


<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(10) Employee Benefit Plans, continued
     (c) Stock Option Plan, continued
         ----------------------------
           In December 2000, the Company approved a stock option plan (the "2000
         Option Plan") whereby 80,000 shares (either authorized shares or shares
         purchased in the market) are available to be granted to officers,
         directors, and employees of the Company from time to time. Options
         constitute both incentive stock options and non qualified stock
         options. Terms of the 2000 Option Plan are similar to that of the
         Option Plan with the exception that options granted are immediately
         vested and that a minimum of six months must elapse between the date of
         the grant of an option and the date of the sale of the common stock
         received through the exercise of the option. At December 31, 2000,
         there were 92,076 shares available under the Option Plan and the 2000
         Option Plan.

         Stock option activity is as follows:

                                                               2000       1999
                                                               ----       ----

              Options outstanding at beginning of period    113,644    117,819
              Options granted                                11,100     10,000
              Options canceled                                    -    (14,175)
                                                            -------   --------

              Options outstanding at end of period          124,744    113,644
                                                            =======   ========

              Options exercisable at end of period           92,055     58,227
                                                            =======   ========

              Weighted-average option prices per share:

              Options granted during the period            $  10.00      16.52
              Options canceled during the period           $      -      12.99
              Options outstanding at end of period         $  11.42      11.56

           The options outstanding at December 31, 2000 had a weighted-average
         contractual maturity of 6.0 years and exercise prices ranging from
         $10.00 to $19.82.

           The Company is encouraged, but not required, to compute the fair
         value of options at the date of grant and to recognize such costs as
         compensation expense immediately if there is no vesting period, or
         ratably over the vesting period of the options. The Company has chosen
         not to adopt these cost recognition principles and accounts for all
         options under Accounting Principles Board Opinion No. 25 and its
         related interpretations. No compensation expense has been recognized
         related to any options granted. Had compensation cost been determined
         based upon the fair value of the options at the grant dates, the
         Company's net earnings and net earnings per share would have been
         reduced to the proforma amounts indicated below:

                                                               2000        1999
                                                               ----        ----

              Net earnings                As reported    $ 1,280,242  1,002,891
                                          Proforma       $ 1,226,365    939,711

              Basic earnings per share    As reported    $      1.37       1.09
                                          Proforma       $      1.31       1.02

              Diluted earnings per share  As reported    $      1.35       1.04
                                          Proforma       $      1.29        .98

           The weighted average fair value of options granted was $2.87 and
         $3.20 for the years ended December 31, 2000 and 1999, respectively,
         based on estimates as of the date of grant using the Black Scholes
         pricing model. The weighted average assumptions used for grants in 2000
         and 1999 were as follows: dividend yield of 3.0% and 2.0%, a risk free
         interest rate of 5.2% and 5.2%, expected volatility of 28% and 21%,
         respectively, and an expected life of seven years for both years.

     (d) Management Stock Bonus Plan
         ---------------------------
           In January 1996, the Company adopted a Management Stock Bonus Plan
         (the "MSBP"). Under the terms of the MSBP, a total of 57,608 shares of
         the Company's common stock is available for the granting of awards
         during a period of up to ten years. In connection with the adoption of
         the MSBP, the Company purchased treasury shares in the open market at a
         total cost of $578,464 to cover the total shares available for grant
         under the MSBP. Through December 31, 2000, the Company awarded 53,677
         of such treasury shares to employees. The market value of the common
         stock at the date of award is included as a reduction of stockholders'
         equity in the consolidated balance sheets and is recorded as
         compensation expense using the straight-line method over the vesting
         period of the awards. The awards vest pro rata over five years at each
         anniversary of the award. Compensation expense with respect to the
         foregoing MSBP awards was $84,546 and $78,629 for the years ended
         December 31, 2000 and 1999, respectively.


<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY

              Notes to Consolidated Financial Statements, continued

(10) Employee Benefit Plans, continued
     ---------------------------------
     (e) Life Insurance Policies
         -----------------------
           During 1999, the Company adopted a defined contribution post
         retirement benefit plan to provide retirement benefits to certain of
         the Company's executive officers and to provide death benefits for the
         designated beneficiaries. Under this plan, single-premium, split-
         dollar, whole-life insurance contracts were purchased on certain
         executive officers. The increase in the cash surrender value of the
         contracts, less the Bank's cost of funds, constitutes the Company's
         contribution to the plan each year. In the event the insurance
         contracts fail to produce positive returns, the Company has no
         obligations to contribute to the plan. For the years ended December 31,
         2000 and 1999, the Company incurred expenses of $21,204 and $5,660,
         respectively in connection with this plan.

(11) Fair Values of Financial Instruments
       SFAS No. 107, "Disclosure About Fair Value of Financial Instruments,"
     requires disclosure of fair value information about financial instruments,
     whether or not recognized in the balance sheet, for which it is practicable
     to estimate that value. In cases where quoted market prices are not
     available, fair values are based on estimates using present value or other
     valuation techniques. Those techniques are significantly affected by the
     assumptions used, including the discount rate and estimates of future cash
     flows. In that regard, the derived fair value estimates cannot be
     substantiated by comparison to independent markets and, in many cases,
     could not be realized in immediate settlement of the instrument. These
     estimates are subjective in nature and involve uncertainties and matters of
     significant judgment and, therefore, cannot be determined with precision.
     Changes in assumptions would significantly affect the estimates.

       Fair value estimates are based on existing on- and off-balance-sheet
     financial instruments and other recorded assets and liabilities without
     attempting to estimate the fair value of anticipated future business. In
     addition, tax ramifications related to the realization of unrealized gains
     and losses can have a significant effect on fair value estimates and have
     not been considered in any of the estimates. Accordingly, the aggregate
     fair value amounts presented do not represent the underlying value of the
     Company.

       The following methods and assumptions were used by the Company in
     estimating its fair value disclosures for financial instruments and certain
     other assets and liabilities:

          Cash and cash equivalents
          -------------------------
            The carrying amounts of cash and cash equivalents approximate fair
          values.

          Investment securities available for sale
          ----------------------------------------
            Fair values for investment securities available for sale are based
          on quoted market prices.

          Federal Home Loan Bank stock
          ----------------------------
            The carrying amount is considered a reasonable estimate of fair
          value.

          Loans
          -----
            For variable-rate loans that reprice frequently and with no
          significant change in credit risk, fair values are based on carrying
          values. The fair values for all other loans are estimated based upon a
          discounted cash flow analysis, using interest rates currently being
          offered for loans with similar terms to borrowers of similar credit
          quality.

          Cash surrender value of life insurance policies.
          ------------------------------------------------
            Fair value for life insurance cash surrender value is based on cash
          surrender values indicated by the insurance companies.

          Deposits
          --------
            Fair values for fixed-rate time deposits are estimated using a
          discounted cash flow analysis that applies interest rates currently
          being offered on deposits of similar terms of maturity. The carrying
          amounts of all other deposits, due to their short-term nature,
          approximate their fair values.

          Securities sold under agreements to repurchase
          ----------------------------------------------
            Fair value approximates the carrying value of such liabilities due
          to their short-term nature

          Federal Home Loan Bank advances
          -------------------------------
            The carrying amounts of the Federal Home Loan Bank advances
          approximate their fair values as the advances are based on a floating
          interest rate or represent short term maturities.

          Line of credit
          --------------
            Advances on the line of credit bear interest on a floating basis,
          and as such, the carrying amount approximates fair value.

          Off-balance-sheet instruments
          -----------------------------
            Fair values for the Company's off-balance-sheet instruments are
          based on a comparison with terms, including interest rate and
          commitment period currently prevailing to enter into similar
          agreements, taking into account credit standings. Because these
          instruments are primarily variable rate instruments, the contract
          value is a reasonable estimate of fair value.


<PAGE>

                      CCF HOLDING COMPANY AND SUBSIDIARY

             Notes to Consolidated Financial Statements, continued

(11) Fair Values of Financial Instruments, continued

       The estimated fair value of the Company's financial instruments as of
     December 31, 2000 and December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                                         December 31, 2000       December 31, 1999
                                                                         -----------------       -----------------
                                                                         Carrying     Fair        Carrying    Fair
                                                                          Value       Value         Value     Value
                                                                          -----       -----         -----     -----
                                                                                      (in thousands)
<S>                                                                     <C>           <C>         <C>         <C>
         Assets:
            Cash and cash equivalents                                   $   8,547       8,547      11,332      11,332
            Investment securities available for sale                       36,368      36,368      28,503      28,503
            Loans, net                                                    171,817     172,995     146,553     149,502
            Federal Home Loan Bank stock                                      880         880         655         655
            Cash surrender value of life insurance policies                 1,402       1,402       1,337       1,337

         Liabilities:
            Deposits                                                      208,415     208,447     165,526     165,614
            Securities sold under agreements to repurchase                  1,826       1,826       3,998       3,998
            Federal Home Loan Bank advances                                     -           -      13,100      13,100
            Line of credit                                                  2,500       2,500         900         900

         Off-balance sheet financial instruments:
            Commitments to extend credit                                        -      37,843           -      33,894
            Standby letters of credit                                           -         665           -         552
</TABLE>

(12) Related Party Transactions
       Loans are made to officers, directors, and their associates in the
     ordinary course of business on substantially the same terms as those
     prevailing at the time for comparable transactions with other persons and
     do not involve more than the normal credit risk. The following is a summary
     of activity during the year ended December 31, 2000 with respect to such
     aggregate loans to these individuals and their associates:

<TABLE>
<CAPTION>
                       <S>                                                                      <C>
                       Related party loan balances at beginning of year                         $    2,112,995
                       New loans                                                                     1,137,018
                       Principal repayments                                                           (759,529)
                                                                                                     ---------

                       Related party loan balances at end of year                               $    2,490,484
                                                                                                     =========
 </TABLE>

       Deposits from related parties totaled approximately $1,309,000 and
     $1,752,000, at December 31, 2000 and 1999, respectively.


<PAGE>

                      CCF HOLDING COMPANY AND SUBSIDIARY

             Notes to Consolidated Financial Statements, continued

(13) Parent Company Financial Information

       The following represents condensed financial information of the holding
     company:

                           Condensed Balance Sheets

                          December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                   Assets
                                                   ------

                                                                                               2000            1999
                                                                                               ----            ----
<S>                                                                                     <C>                <C>
         Cash                                                                           $      226,593         183,699
         Investment in subsidiary                                                           15,933,283      12,828,276
         Other assets                                                                          103,885         106,385
                                                                                            ----------      ----------

                                                                                        $   16,263,761      13,118,360
                                                                                            ==========      ==========

                                     Liabilities and Stockholders' Equity
                                     ------------------------------------

         Dividends payable                                                              $       74,406          73,334
         Line of credit                                                                      2,500,000         900,000
         Other liabilities                                                                      58,949         162,684
                                                                                            ----------      ----------

                                                                                             2,633,355       1,136,018

         Stockholders' equity                                                               13,630,406      11,982,342
                                                                                            ----------      ----------

                                                                                        $   16,263,761      13,118,360
                                                                                            ==========      ==========
</TABLE>

                       Condensed Statements of Earnings

                For the Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                               2000            1999
                                                                                               ----            ----
<S>                                                                                     <C>                 <C>
         Dividends from subsidiary                                                      $      450,000          50,000
         Interest income from subsidiary                                                         6,922           5,909
         Gain on sale of investment securities                                                     -            68,201
         Other operating expenses                                                             (394,560)       (299,144)
         Income tax benefit                                                                    132,750          78,500
                                                                                            ----------      ----------

         Earnings (loss) before equity in
             undistributed earnings of subsidiary                                              195,112         (96,534)

         Equity in undistributed earnings of subsidiary                                      1,085,130       1,099,425
                                                                                            ----------      ----------

                   Net earnings                                                         $    1,280,242       1,002,891
                                                                                            ==========      ==========
</TABLE>

<PAGE>

                      CCF HOLDING COMPANY AND SUBSIDIARY

             Notes to Consolidated Financial Statements, continued


(13) Parent Company Financial Information, continued


                      Condensed Statements of Cash Flows

                For the Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                                2000          1999
                                                                                                ----          ----
       <S>                                                                                 <C>              <C>
       Cash flows from operating activities:
            Net earnings                                                                   $  1,280,242      1,002,891
            Adjustment to reconcile net earnings
             to net cash provided by (used in) operating activities:
                  Equity in undistributed earnings of subsidiary                             (1,085,130)    (1,099,425)
                  Compensation expense related to MSBP                                           84,546         78,629
                  ESOP shares allocated                                                          98,827        142,148
                  Gain on sale of investment security                                             -            (68,201)
                  Decrease (increase) in other assets                                             2,500        (72,049)
                  (Decrease) increase in other liabilities                                     (104,334)         5,138
                                                                                           ------------     ----------

                           Net cash provided by (used in) operating activities                  276,651        (10,869)
                                                                                           ------------     ----------

       Cash flows from investing activities:
            Proceeds from sale of investment security                                             -            132,656
            Capital infusion in subsidiary                                                   (1,500,000)      (750,000)
                                                                                           ------------     ----------
                           Net cash used in investing activities                             (1,500,000)      (617,344)
                                                                                           ------------     ----------

       Cash flows from financing activities:
            Dividends paid                                                                     (297,332)      (351,897)
            Retirement of common stock                                                          (36,425)       (30,694)
            Proceeds from notes payable                                                       1,600,000        900,000
                                                                                           ------------     ----------

                           Net cash provided by financing activities                          1,266,243        517,409
                                                                                           ------------     ----------

       Change in cash and cash equivalents                                                       42,894       (110,804)

       Cash and cash equivalents at beginning of period                                         183,699        294,503
                                                                                           ------------     ----------

       Cash and cash equivalents at end of period                                          $    226,593        183,699
                                                                                           ============     ==========
</TABLE>

(14) Regulatory Matters
       Dividends paid by the Bank are the primary source of funds available to
     the Company. Banking regulations limit the amount of dividends that may be
     paid without prior approval of the regulatory authorities. These
     restrictions are based on the level of regulatory classified assets, the
     prior years' net earnings, and the ratio of equity capital to total assets.
     At December 31, 2000, the Bank could pay approximately $750,000 in
     dividends without obtaining prior regulatory approval.

       The Company and the Bank are subject to various regulatory capital
     requirements administered by the federal banking agencies. Failure to meet
     minimum capital requirements can initiate certain mandatory and possibly
     additional discretionary actions by regulators that, if undertaken, could
     have a direct material effect on the Bank's financial statements. Under
     capital adequacy guidelines and the regulatory framework for prompt
     corrective action, the Bank must meet specific capital guidelines that
     involve quantitative measures of the Bank's assets, liabilities, and
     certain off-balance-sheet items as calculated under regulatory accounting
     practices. The Bank's capital amounts and classification are also subject
     to qualitative judgments by the regulators about components, risk
     weightings, and other factors.

       Quantitative measures established by regulation to ensure capital
     adequacy require the Company and the Bank to maintain minimum amounts and
     ratios of total and Tier I capital to risk-weighted assets, and of Tier I
     capital to average assets. Management believes, as of December 31, 2000,
     that the Company and the Bank meet all capital adequacy requirements to
     which they are subject.

       As of December 31, 2000, the most recent notification from the Federal
     Deposit Insurance Corporation categorized the Bank as well capitalized
     under the regulatory framework for prompt corrective action. To be
     categorized as well capitalized, the Bank must maintain minimum total
     risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in
     the table below. There are no conditions or events since that notification
     that management believes have changed the Bank's capital category.


<PAGE>

                      CCF HOLDING COMPANY AND SUBSIDIARY

             Notes to Consolidated Financial Statements, continued


(14) Regulatory Matters, continued
       The actual capital amounts and ratios at December 31, 2000 and 1999, are
     presented in the table below:

<TABLE>
<CAPTION>
                                                                                                        To Be Well
                                                                                                     Capitalized Under
                                                                            For Capital              Prompt Corrective
                                                    Actual               Adequacy Purposes           Action Provisions
                                         ---------------------------------------------------------------------------------
                                            Amount          Ratio        Amount        Ratio        Amount         Ratio
                                            ------          -----        ------        -----        ------         -----
         <S>                             <C>                <C>        <C>             <C>        <C>              <C>
         As of December 31, 2000:
         Total capital - risk-based
           (to risk-weighted assets)
           Bank                          $  17,630,000      9.6%       14,719,000      *8.0%      18,398,000       *10.0%
           Consolidated                     15,327,000      8.3%       14,727,000      *8.0%         N/A             N/A
         Tier I capital - risk-based
           (to risk-weighted assets)
           Bank                          $  15,922,000      8.7%        7,359,000      *4.0%      11,039,000        *6.0%
           Consolidated                     13,619,000      7.4%        7,364,000      *4.0%         N/A             N/A
         Tier I capital - leverage
           (to average assets)
           Bank                          $  15,922,000      7.0%        9,140,000      *4.0%      11,425,000        *5.0%
           Consolidated                     13,619,000      6.0%        9,048,000      *4.0%         N/A             N/A

         As of December 31, 1999:
         Total capital - risk-based
           (to risk-weighted assets)
           Bank                          $  14,574,000      9.7%       11,998,000      *8.0%      14,997,000       *10.0%
           Consolidated                  $  13,728,000      9.2%       11,998,000      *8.0%         N/A             N/A
         Tier I capital - risk-based
           (to risk-weighted assets)
           Bank                          $  13,337,000      8.9%        5,999,000      *4.0%       8,998,000        *6.0%
           Consolidated                  $  12,491,000      8.3%        5,999,000      *4.0%         N/A             N/A
         Tier I capital - leverage
           (to average assets)
           Bank                          $  13,337,000      6.8%        7,819,000      *4.0%       9,774,000        *5.0%
           Consolidated                  $  12,491,000      6.4%        7,819,000      *4.0%         N/A             N/A
</TABLE>

* more than or equal to

(15) Subsequent Event

       In January 2001, the Board of Directors of the Company elected to
     accelerate the repayment of the debt associated with the Company's ESOP.
     The result of the repayment was the recognition of after tax compensation
     expense totaling approximately $266,000.