##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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(Mark One)

|x | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended: June 30, 2005



| ̈ | Transition report under Section 13 or 15(d) of the Exchange Act
|- | ---------------------------------------------------------------



For the transition period from  to



Commission file number: 0-25846



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CCF HOLDING COMPANY

(Exact name of Small Business Issuer as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-2173616                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



101 North Main
Street

Jonesboro, Georgia 30236

(Address of Principal Executive Offices)



(770) 478-8881

(Issuers Telephone Number)



---



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x    No ̈



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable
date: At August 10, 2005, 2,341,248 shares of the registrants common stock were outstanding.



Transitional Small Business Disclosure Format (check one):    Yes ̈No  x



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##### Table of Contents

FORM 10-QSB



INDEX



|                                                                                                                             |  |     
|---------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                             |  | Page
|PART I.
FINANCIAL INFORMATION                                                                                                |  |     
|                                                                                                                             | 
|Item 1.
Financial Statements:                                                                                                |  |     
|                                                                                                                             | 
|Consolidated Balance Sheets as ofJune 30, 2005 (unaudited) and December 31, 2004 (audited)                                   |  | 1   
|                                                                                                                             | 
|Consolidated Statements of EarningsFor the Three and Six Months EndedJune 30, 2005 and June 30, 2004 (unaudited)             |  | 2   
|                                                                                                                             | 
|Consolidated Statements of Comprehensive IncomeFor the Three and Six Months EndedJune 30, 2005 and June 30, 2004 (unaudited) |  | 3   
|                                                                                                                             | 
|Consolidated Statements of Cash FlowsFor the Six Months EndedJune 30, 2005 and June 30, 2004 (unaudited)                     |  | 4   
|                                                                                                                             | 
|Notes to Unaudited Consolidated Financial Statements                                                                         |  | 5   
|                                                                                                                             | 
|Item 2.
Managements Discussion and Analysis or Plan of Operation                                                            |  | 7   
|                                                                                                                             | 
|Item 3.
Controls and Procedures                                                                                              |  | 11  
|                                                                                                                             | 
|PART II.
OTHER INFORMATION                                                                                                   |  |     
|                                                                                                                             | 
|Item 1.
Legal Proceedings                                                                                                    |  | 12  
|                                                                                                                             | 
|Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds                                                          |  | 12  
|                                                                                                                             | 
|Item 3.
Defaults Upon Senior Securities                                                                                      |  | 12  
|                                                                                                                             | 
|Item 4.
Submission of Matters to a Vote of Security Holders                                                                  |  | 12  
|                                                                                                                             | 
|Item 5.
Other Information                                                                                                    |  | 13  
|                                                                                                                             | 
|Item 6.
Exhibits                                                                                                             |  | 13  
|                                                                                                                             | 
|Signatures                                                                                                                   |  | 14  
|                                                                                                                             | 
|Certificates                                                                                                                 |  | 15  



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Balance Sheets



|                                                                                                                                                      |  |               |             |   |                   |             |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ----------------- | ----------- | -
|                                                                                                                                                      |  | June 30, 2005 |             |   | December 31, 2004 |            
|                                                                                                                                                      |  | (Unaudited)   |             |   | (Audited)         |            
|Assets                                                                                                                                                |  |               |             |   |                   |             |  
|Cash and due from banks                                                                                                                               |  | $             | 10,407,252  |   |                   | 8,951,947   |  
|Interest-bearing deposits in other financial institutions                                                                                             |  |               | 12,015,353  |   |                   | 5,006,613   |  
|Federal funds sold                                                                                                                                    |  |               | 5,258,000   |   |                   | 6,513,370   |  
|                                                                                                                                                      |  |               |             |   |                   |             |  
|Cash and cash equivalents                                                                                                                             |  |               | 27,680,605  |   |                   | 20,471,930  |  
|                                                                                                                                                      |  |              
|Interest-bearing time deposits in other financial institutions                                                                                        |  |               |            |   |                   | 99,000      |  
|Investment securities available-for-sale                                                                                                              |  |               | 41,711,737  |   |                   | 41,638,558  |  
|Federal Home Loan Bank stock, at cost                                                                                                                 |  |               | 1,129,100   |   |                   | 1,265,000   |  
|Loans, net                                                                                                                                            |  |               | 275,483,637 |   |                   | 256,770,581 |  
|Premises and equipment, net                                                                                                                           |  |               | 8,055,598   |   |                   | 8,279,046   |  
|Accrued interest receivable                                                                                                                           |  |               | 1,503,050   |   |                   | 1,242,191   |  
|Cash surrender value of life insurance                                                                                                                |  |               | 5,021,941   |   |                   | 4,884,520   |  
|Other assets                                                                                                                                          |  |               | 4,441,768   |   |                   | 5,495,885   |  
|                                                                                                                                                      |  |               |             |   |                   |             |  
|Total assets                                                                                                                                          |  | $             | 365,027,436 |   |                   | 340,146,711 |  
|                                                                                                                                                      |  |               |             |   |                   |             |  
|Liabilities and Shareholders Equity                                                                                                                  |  |               |             |   |                   |             |  
|Deposits:                                                                                                                                             |  |               |             |   |                   |             |  
|Noninterest-bearing deposits                                                                                                                          |  | $             | 34,562,644  |   |                   | 31,281,774  |  
|Interest-bearing demand deposits                                                                                                                      |  |               | 130,101,390 |   |                   | 112,078,288 |  
|Savings accounts                                                                                                                                      |  |               | 5,914,781   |   |                   | 7,328,745   |  
|Time deposits less than $100,000                                                                                                                      |  |               | 102,850,897 |   |                   | 101,658,533 |  
|Time deposits greater than $100,000                                                                                                                   |  |               | 42,690,050  |   |                   | 36,930,554  |  
|                                                                                                                                                      |  |               |             |   |                   |             |  
|Total deposits                                                                                                                                        |  |               | 316,119,762 |   |                   | 289,277,894 |  
|                                                                                                                                                      |  |              
|Securities sold under agreement to repurchase                                                                                                         |  |               | 3,456,679   |   |                   | 2,703,607   |  
|Federal Home Loan Bank advances                                                                                                                       |  |               | 10,000,000  |   |                   | 15,000,000  |  
|Junior subordinated debentures                                                                                                                        |  |               | 8,765,000   |   |                   | 8,765,000   |  
|Accrued interest payable and other liabilities                                                                                                        |  |               | 3,578,287   |   |                   | 2,462,378   |  
|                                                                                                                                                      |  |               |             |   |                   |             |  
|Total liabilities                                                                                                                                     |  |               | 341,919,728 |   |                   | 318,208,879 |  
|                                                                                                                                                      |  |               |             |   |                   |             |  
|Commitments                                                                                                                                           |  |               |             |   |                   |             |  
|Shareholders 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; 2,339,446 issued and outstanding in 2005; 2,239,019 shares issued and outstanding
in 2004. |  |               | 233,945     |   |                   | 223,902     |  
|Additional paid-in capital                                                                                                                            |  |               | 9,060,017   |   |                   | 9,158,182   |  
|Retained earnings                                                                                                                                     |  |               | 13,901,743  |   |                   | 12,587,130  |  
|Accumulated other comprehensive loss                                                                                                                  |  |               | (87,997     | ) |                   | (31,382     | )
|                                                                                                                                                      |  |               |             |   |                   |             |  
|Total shareholders equity                                                                                                                            |  |               | 23,107,708  |   |                   | 21,937,832  |  
|                                                                                                                                                      |  |               |             |   |                   |             |  
|Total liabilities and shareholders equity                                                                                                            |  | $             | 365,027,436 |   |                   | 340,146,711 |  
|                                                                                                                                                      |  |               |             |   |                   |             |  



See
accompanying notes to unaudited consolidated financial statements.



1



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Statements of Earnings

(Unaudited)



|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|-------------------------------------------------------------------------------- |  | --------------------------- | --------- | ------------------------- | --------- | ---- | ---------- | - | ---- | ---------
|                                                                                 |  | Three-months Ended June 30, |           | Six-months Ended June 30,
|                                                                                 |  | 2005                        |           | 2004                      |           | 2005 |            |   | 2004
|Interest and dividend income:                                                    |  |                             |           |                           |           |      |            |   |      |          
|Interest and fees on loans                                                       |  | $                           | 4,885,177 |                           | 4,206,729 |      | 9,412,135  |   |      | 8,271,298
|Interest-bearing deposits in other financial institutions and federal funds sold |  |                             | 90,404    |                           | 37,943    |      | 155,196    |   |      | 61,121   
|Interest and dividends on taxable investment securities                          |  |                             | 343,389   |                           | 310,566   |      | 662,818    |   |      | 577,263  
|Interest on nontaxable investment securities                                     |  |                             | 51,347    |                           | 43,499    |      | 99,570     |   |      | 83,534   
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Total interest and dividend income                                               |  |                             | 5,370,317 |                           | 4,598,737 |      | 10,329,719 |   |      | 8,993,216
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Interest expense:                                                                |  |                             |           |                           |           |      |            |   |      |          
|Deposit accounts                                                                 |  |                             | 1,644,669 |                           | 1,201,852 |      | 3,095,564  |   |      | 2,305,135
|Other borrowings                                                                 |  |                             | 198,885   |                           | 184,991   |      | 405,386    |   |      | 323,515  
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Total interest expense                                                           |  |                             | 1,843,554 |                           | 1,386,843 |      | 3,500,950  |   |      | 2,628,650
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Net interest income                                                              |  |                             | 3,526,763 |                           | 3,211,894 |      | 6,828,769  |   |      | 6,364,566
|                                                                                 |  |                             |           |                          
|Provision for loan losses                                                        |  |                             | 135,000   |                           | 300,000   |      | 270,000    |   |      | 590,000  
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Net interest income after provision for loan losses                              |  |                             | 3,391,763 |                           | 2,911,894 |      | 6,558,769  |   |      | 5,774,566
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Other income:                                                                    |  |                             |           |                           |           |      |            |   |      |          
|Service charges on deposit accounts                                              |  |                             | 304,848   |                           | 290,922   |      | 572,254    |   |      | 552,518  
|Gain on sale of loans                                                            |  |                             | 111,312   |                           | 570,868   |      | 431,057    |   |      | 570,868  
|Gain (loss) on sale of investment securities                                     |  |                             |          |                           | 438       |      | (23,090    | ) |      | 1,525    
|Other                                                                            |  |                             | 163,059   |                           | 193,465   |      | 350,721    |   |      | 343,906  
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Total other income                                                               |  |                             | 579,219   |                           | 1,055,693 |      | 1,330,942  |   |      | 1,468,817
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Other expenses:                                                                  |  |                             |           |                           |           |      |            |   |      |          
|Salaries and employee benefits                                                   |  |                             | 1,683,685 |                           | 1,482,237 |      | 3,390,787  |   |      | 2,947,098
|Occupancy                                                                        |  |                             | 472,803   |                           | 435,859   |      | 942,369    |   |      | 846,685  
|Other                                                                            |  |                             | 613,697   |                           | 575,326   |      | 1,187,242  |   |      | 1,112,127
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Total other expenses                                                             |  |                             | 2,770,185 |                           | 2,493,422 |      | 5,520,398  |   |      | 4,905,910
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Earnings before income taxes                                                     |  |                             | 1,200,797 |                           | 1,474,165 |      | 2,369,313  |   |      | 2,337,473
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Income tax expense                                                               |  |                             | 380,675   |                           | 481,435   |      | 753,800    |   |      | 761,435  
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Net earnings                                                                     |  | $                           | 820,122   |                           | 992,730   |      | 1,615,513  |   |      | 1,576,038
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Basic earnings per share                                                         |  | $                           | 0.35      |                           | 0.45      |      | 0.70       |   |      | 0.72     
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          
|Diluted earnings per share                                                       |  | $                           | 0.33      |                           | 0.43      |      | 0.66       |   |      | 0.67     
|                                                                                 |  |                             |           |                           |           |      |            |   |      |          



See
accompanying notes to unaudited consolidated financial statements.



2



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Statements of Comprehensive Income

(Unaudited)



|                                                                              |  |                             |           |   |                           |          |   |      |           |   |      |           |  
|----------------------------------------------------------------------------- |  | --------------------------- | --------- | - | ------------------------- | -------- | - | ---- | --------- | - | ---- | --------- | -
|                                                                              |  | Three-months Ended June 30, |           |   | Six-months Ended June 30, |         
|                                                                              |  | 2005                        |           |   | 2004                      |          |   | 2005 |           |   | 2004 |          
|Net earnings                                                                  |  | $                           | 820,122   |   |                           | 992,730  |   |      | 1,615,513 |   |      | 1,576,038 |  
|                                                                              |  |                             |           |  
|Other comprehensive income:                                                   |  |                             |           |   |                           |          |   |      |           |   |      |           |  
|Unrealized holding gain (losses) on investment securities available-for-sale: |  |                             | 342,071   |   |                           | (946,705 | ) |      | (96,286   | ) |      | (742,314  | )
|Associated taxes                                                              |  |                             | (86,794   | ) |                           | 321,880  |   |      | 24,431    |   |      | 252,387   |  
|                                                                              |  |                             |           |  
|Reclassification adjustment for losses (gains) included in earnings           |  |                             | 23,090    |   |                           | (438     | ) |      | 23,090    |   |      | (1,525    | )
|Associated taxes                                                              |  |                             | (7,850    | ) |                           | 149      |   |      | (7,850    | ) |      | 534       |  
|                                                                              |  |                             |           |   |                           |          |   |      |           |   |      |           |  
|Total other comprehensive income (loss)                                       |  |                             | 270,517   |   |                           | (625,114 | ) |      | (56,615   | ) |      | (490,918  | )
|                                                                              |  |                             |           |   |                           |          |   |      |           |   |      |           |  
|Total comprehensive income                                                    |  | $                           | 1,090,639 |   |                           | 367,616  |   |      | 1,558,898 |   |      | 1,085,120 |  
|                                                                              |  |                             |           |   |                           |          |   |      |           |   |      |           |  



See
accompanying notes to unaudited consolidated financial statements.



3



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                              |  |                           |             |   |      |             |  
|--------------------------------------------------------------------------------------------- |  | ------------------------- | ----------- | - | ---- | ----------- | -
|                                                                                              |  | Six-months Ended June 30, |            
|                                                                                              |  | 2005                      |             |   | 2004 |            
|Cash flows from operating activities:                                                         |  |                           |             |   |      |             |  
|Net earnings                                                                                  |  | $                         | 1,615,513   |   |      | 1,576,038   |  
|Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: |  |                           |             |   |      |             |  
|Provision for loan losses                                                                     |  |                           | 270,000     |   |      | 590,000     |  
|Depreciation, amortization, and accretion, net                                                |  |                           | 367,306     |   |      | 329,695     |  
|Net loss (gain) on sale of investment securities                                              |  |                           | 23,090      |   |      | (1,525      | )
|Net gain on sale of real estate owned                                                         |  |                           | (30,234     | ) |      | 44,809      |  
|Net gain on sale of premises and equipment                                                    |  |                           | (573        | ) |      | (13,692     | )
|Net gain on sale of loans                                                                     |  |                           | (431,057    | ) |      | (570,868    | )
|Increase in cash surrender value of life insurance                                            |  |                           | (137,421    | ) |      | (133,016    | )
|Change in:                                                                                    |  |                           |             |   |      |             |  
|Accrued interest receivable and other assets                                                  |  |                           | (157,166    | ) |      | (546,833    | )
|Accrued interest payable and other liabilities                                                |  |                           | 1,088,541   |   |      | (1,763,258  | )
|                                                                                              |  |                           |             |   |      |             |  
|Net cash provided by (used in) operating activities                                           |  |                           | 2,607,999   |   |      | (488,650    | )
|                                                                                              |  |                           |             |   |      |             |  
|Cash flows from investing activities:                                                         |  |                           |             |   |      |             |  
|Proceeds from maturing investment securities available-for-sale                               |  |                           | 3,281,844   |   |      | 13,577,328  |  
|Purchases of investment securities available-for-sale                                         |  |                           | (5,957,909  | ) |      | (23,256,571 | )
|Proceeds from sales of investment securities available-for-sale                               |  |                           | 2,476,910   |   |      | 1,406,400   |  
|Proceeds from maturities of time deposits in other financial institutions                     |  |                           | 99,000      |   |      |            |  
|Proceeds from redemption of Federal Home Loan Bank stock                                      |  |                           | 675,000     |   |      |            |  
|Purchase of Federal Home Loan Bank stock                                                      |  |                           | (539,100    | ) |      |            |  
|Loan originations, net                                                                        |  |                           | (31,391,850 | ) |      | (32,664,695 | )
|Proceeds from sales of real estate owned                                                      |  |                           | 1,011,143   |   |      | 56,985      |  
|Proceeds from sale of loans                                                                   |  |                           | 12,839,851  |   |      | 5,296,844   |  
|Purchases of premises and equipment                                                           |  |                           | (127,496    | ) |      | (1,367,791  | )
|                                                                                              |  |                           |             |   |      |             |  
|Net cash used in investing activities                                                         |  |                           | (17,632,607 | ) |      | (36,951,500 | )
|                                                                                              |  |                           |             |   |      |             |  
|Cash flows from financing activities:                                                         |  |                           |             |   |      |             |  
|Net increase in deposit accounts                                                              |  |                           | 26,841,868  |   |      | 35,853,848  |  
|Net increase (decrease) in securities sold under agreements to repurchase                     |  |                           | 753,072     |   |      | (360,075    | )
|Repayments of Federal Home Loan Bank advances                                                 |  |                           | (5,000,000  | ) |      |            |  
|Proceeds from the issuance of junior subordinated debentures                                  |  |                           |            |   |      | 4,500,000   |  
|Dividends paid                                                                                |  |                           | (273,535    | ) |      | (88,117     | )
|Proceeds from exercise of stock options                                                       |  |                           | 709,244     |   |      | 113,650     |  
|Common stock repurchased, exchanged and retired                                               |  |                           | (797,366    | ) |      |            |  
|                                                                                              |  |                           |             |   |      |             |  
|Net cash provided by financing activities                                                     |  |                           | 22,233,283  |   |      | 40,019,306  |  
|                                                                                              |  |                           |             |   |      |             |  
|Increase in cash and cash equivalents                                                         |  |                           | 7,208,675   |   |      | 2,579,156   |  
|                                                                                              |  |                          
|Cash and cash equivalents at beginning of period                                              |  |                           | 20,471,930  |   |      | 14,005,728  |  
|                                                                                              |  |                           |             |   |      |             |  
|Cash and cash equivalents at end of period                                                    |  | $                         | 27,680,605  |   |      | 16,584,884  |  
|                                                                                              |  |                           |             |   |      |             |  
|Supplemental disclosure of cash flow information:                                             |  |                           |             |   |      |             |  
|                                                                                              |  |                          
|Interest paid                                                                                 |  | $                         | 3,344,751   |   |      | 2,592,128   |  
|                                                                                              |  |                           |             |   |      |             |  
|Income taxes paid                                                                             |  | $                         | 480,729     |   |      | 761,435     |  
|                                                                                              |  |                           |             |   |      |             |  



See
accompanying notes to unaudited consolidated financial statements.



4



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Unaudited)



1. Basis of Presentation



The
consolidated financial statements for the three- and six-month periods ended June 30, 2005, and 2004 are unaudited and reflect all adjustments (consisting only of normal recurring accruals) which are, in the opinion of management, necessary for a
fair presentation of the financial position, operating results, and cash flows for the interim periods. Accordingly, they do not include all information and disclosures required by generally accepted accounting principles for complete financial
statements.



The results of operations for the three- and six-month periods
ended June 30, 2005, are not necessarily indicative of the results for the entire year ending December 31, 2005.



2. Stock Compensation Plans



Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, encourages all entities to adopt a fair value
based method of accounting for employee stock compensation plans, whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. However, it
also allows an entity to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees,
whereby compensation cost is the excess, if any, of the quoted market price of the stock at the grant date (or other measurement date) over the amount an employee must pay to acquire the stock. Under Opinion No. 25, stock options issued under the
Companys stock option plan have no intrinsic value at the grant date and, as such, no compensation cost is recognized. The Company has elected to continue with the accounting methodology in Opinion No. 25 and, as such, has provided pro forma
disclosures of net earnings and earnings per share and other disclosures, as if the fair value method of accounting had been applied. Had compensation cost for the Companys employee stock option plan been determined based upon the fair value
of the options at the grant dates, the Companys net earnings and net earnings per share for the three and six month periods ended June 30, 2005, and June 30, 2004, would have been reduced to the pro forma amounts indicated below:



|                                                                                                                            |  |                            |         |   |                          |         |   |               |           |   |               |           |  
|--------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------ | ------- | - | ------------- | --------- | - | ------------- | --------- | -
|                                                                                                                            |  | For the three months ended |         |   | For the six months ended |        
|                                                                                                                            |  | June 30, 2005              |         |   | June 30, 2004            |         |   | June 30, 2005 |           |   | June 30, 2004 |          
|Net earnings as reported                                                                                                    |  | $                          | 820,122 |   |                          | 992,730 |   |               | 1,615,513 |   |               | 1,576,038 |  
|                                                                                                                            |  |                            |         |  
|Deduct: Total stock based employee compensation expense determined under fair-value based method for all awards, net of tax |  |                            | (56,422 | ) |                          | (23,884 | ) |               | (112,844  | ) |               | (47,768   | )
|                                                                                                                            |  |                            |         |   |                          |         |   |               |           |   |               |           |  
|Pro forma net earnings                                                                                                      |  | $                          | 763,700 |   |                          | 968,846 |   |               | 1,502,669 |   |               | 1,528,270 |  
|                                                                                                                            |  |                            |         |   |                          |         |   |               |           |   |               |           |  
|Basic earnings per share:                                                                                                   |  |                            |         |   |                          |         |   |               |           |   |               |           |  
|As reported                                                                                                                 |  | $                          | 0.35    |   |                          | 0.45    |   |               | 0.70      |   |               | 0.72      |  
|Pro forma                                                                                                                   |  | $                          | 0.33    |   |                          | 0.42    |   |               | 0.65      |   |               | 0.69      |  
|                                                                                                                            |  |                            |         |  
|Diluted earnings per share:                                                                                                 |  |                            |         |   |                          |         |   |               |           |   |               |           |  
|As reported                                                                                                                 |  | $                          | 0.33    |   |                          | 0.43    |   |               | 0.66      |   |               | 0.67      |  
|Pro forma                                                                                                                   |  | $                          | 0.31    |   |                          | 0.42    |   |               | 0.62      |   |               | 0.65      |  



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The difference between the net earnings as reported and pro forma is the expense associated with the option grants, which
would have been earned in the period. This expense was calculated based on the number of options vested during the period multiplied by the fair value of the respective option at the time of grant, net of tax effect.



3. Accounting Policies



Reference is made to the accounting policies of the Company described in the notes to the consolidated financial statements contained in the
Companys Annual Report on Form 10-KSB, for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission (the SEC).



4. Reclassification



Certain amounts in the prior period financial statements have been reclassified to conform to the presentation used in the current period unaudited consolidated financial
statements.



5. 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 is presented as follows:



For the three-months ended June 30, 2005



|                                         |  |              |         |               |           |                  |   |       |  
|---------------------------------------- |  | ------------ | ------- | ------------- | --------- | ---------------- | - | ----- | -
|                                         |  | Net Earnings |         | Common Shares |           | Per Share Amount |  
|Basic earnings per share                 |  | $            | 820,122 |               | 2,334,449 |                  | $ | 0.35  |  
|                                         |  |              |        
|Effect of dilutive common stock:         |  |              |         |               |           |                  |   |       |  
|Stock options                            |  |              |         |               | 117,112   |                  |   | (0.02 | )
|                                         |  |              |         |               |           |                  |   |       |  
|Diluted earnings per share               |  | $            | 820,122 |               | 2,451,561 |                  | $ | 0.33  |  
|                                         |  |              |         |               |           |                  |   |       |  
|                                        
|For the three-months ended June 30, 2004 | 
|                                         |  |              |        
|                                         |  | Net Earnings |         | Common Shares |           | Per Share Amount |  
|Basic earnings per share                 |  | $            | 992,730 |               | 2,205,845 |                  | $ | 0.45  |  
|                                         |  |              |        
|Effect of dilutive common stock:         |  |              |         |               |           |                  |   |       |  
|Stock options                            |  |              |         |               | 112,913   |                  |   | (0.02 | )
|                                         |  |              |         |               |           |                  |   |       |  
|Diluted earnings per share               |  | $            | 992,370 |               | 2,318,758 |                  | $ | 0.43  |  
|                                         |  |              |         |               |           |                  |   |       |  



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For the six-months ended June 30, 2005



|                                       |  |              |           |               |           |                  |   |       |  
|-------------------------------------- |  | ------------ | --------- | ------------- | --------- | ---------------- | - | ----- | -
|                                       |  | Net Earnings |           | Common Shares |           | Per Share Amount |  
|Basic earnings per share               |  | $            | 1,615,513 |               | 2,299,769 |                  | $ | 0.70  |  
|                                       |  |              |          
|Effect of dilutive common stock:       |  |              |           |               |           |                  |   |       |  
|Stock options                          |  |              |           |               | 138,381   |                  |   | (0.04 | )
|                                       |  |              |           |               |           |                  |   |       |  
|Diluted earnings per share             |  | $            | 1,615,513 |               | 2,438,150 |                  | $ | 0.66  |  
|                                       |  |              |           |               |           |                  |   |       |  
|                                      
|For the six-months ended June 30, 2004 | 
|                                       |  |              |          
|                                       |  | Net Earnings |           | Common Shares |           | Per Share Amount |  
|Basic earnings per share               |  | $            | 1,576,038 |               | 2,203,627 |                  |   | 0.72  |  
|                                       |  |              |          
|Effect of dilutive common stock:       |  |              |           |               |           |                  |   |       |  
|Stock options                          |  |              |           |               | 137,859   |                  |   | (0.05 | )
|                                       |  |              |           |               |           |                  |   |       |  
|Diluted earnings per share             |  | $            | 1,576,038 |               | 2,341,486 |                  | $ | 0.67  |  
|                                       |  |              |           |               |           |                  |   |       |  



6.
Dividends Payable



On June 15, 2005, the Company announced a $0.07 per
share cash dividend payable to shareholders of record on July 1, 2005, with a payment date of July 15, 2005.



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS



CCF Holding Company (the Company) may from time to time make written or oral forward-looking statements, including statements contained in the
Companys filings with the Securities and Exchange Commission (including this report on Form 10-QSB), in its reports to stockholders and in other communications by the Company, which are made in good faith by the Company pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.



These forward-looking statements involve risks and uncertainties, such as statements of the Companys plans, objectives, expectations, estimates and intentions, that are subject to change based on various
important factors, some of which are beyond the Companys control. The following factors, among others, could cause the Companys financial performance to differ materially from the plans, objectives, expectations, estimates and intentions
expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation; interest rate, market and monetary fluctuations; the timely development of and acceptance of new products and services of the Company and
the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors products and services; the willingness of users to substitute competitors products and services for
the Companys products and services; the success of the Company



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in gaining regulatory approval of its products and services, when required; the impact of changes in financial services laws and regulations, including
laws concerning taxes, banking, securities and insurance; technological changes and acquisitions; managing credit risk; changes in consumer spending and saving habits; the impact of the war on terrorism; and the success of the Company at managing
the risks involved in the foregoing.



The Company cautions that these important
factors are not exclusive. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.



The Company conducts its business primarily through its wholly-owned subsidiary, Heritage
Bank, (the Bank), a state chartered commercial bank organized under the laws of the State of Georgia.



Recent Developments



Comparison of Financial Condition at June 30, 2005 and December 31, 2004



Assets - The Companys total assets increased by 7.3%, or $24.9 million, from $340.1 million at December 31, 2004, to $365.0 million at June 30, 2005. Net
loans increased 7.3% to $275.5 million at June 30, 2005, an increase of $18.7 million from $256.8 million at December 31, 2004. The Companys loan growth was primarily in commercial loans secured by real estate which increased 11.8%, or $16.4
million. Interest-bearing deposit accounts in other financial institutions which the Bank considers overnight investments, increased $7.0 million from $5.0 million at December 31, 2004, to $12.0 million at June 30, 2005. The increase in the
Banks overnight deposits is primarily the result of the growth in interest-bearing demand accounts.



Asset growth was partially offset by a decline of $1.1 million in the balance of other real estate owned, a portion of other assets, from $3.7 million at December 31, 2004, to $2.7 million at June 30, 2005. This
decrease is due to the sale of a foreclosed property in the quarter ending March 31, 2005. See further discussion concerning Other Real Estate in the subsequent events section.



Liabilities - Total deposits at June 30, 2005, were $316.1 million, an increase of $26.8 million, or 9.3%, from $289.3 million at
December 31, 2004. The Company had growth in transaction accounts of $21.3 million, or 14.9%, from $143.4 million at December 31, 2004 to $164.7 million at June 30, 2005. Transaction accounts include non-interest-bearing demand deposit accounts, NOW
accounts and money market accounts. Non-interest-bearing accounts increased by $3.3 million, or 10.5%, from $31.3 million at December 31, 2004, to $34.6 million at June 30, 2005. The Bank continues to stress transaction account growth in its
marketing strategy, which is directed primarily toward small business customers. As a part of this strategy, the Bank introduced a new commercial money market account product during the first quarter of 2005. At June 30, 2005, these new accounts had
balances of $19.5 million. Time and savings deposits increased during the six-month period from $145.9 million at December 31, 2004, to $151.4 million at June 30, 2005, an increase of 3.8%, or $5.5 million. Repurchase agreement balances increased
from $2.7 million at December 31, 2004, to $3.5 million at June 30, 2005, an increase of $753,000, or 27.9%. The Bank reduced its Federal Home Loan Bank advances by $5.0 million, from $15.0 million at December 31, 2004, to $10.0 million at June 30,
2005. Other liabilities increased $1.1 million, or 45.3%, from $2.5 million at December 31, 2004, to $3.6 million at June 30, 2005. This increase is primarily due to the fluctuation in the balance of the Banks Travelers Express official
check account, which had a balance of $640,000 at December 31, 2004 and a balance of $1.7 million at June 30, 2005. This account is an overnight holding account from which funds are wired daily to cover the official checks issued each day by the
Bank. The accounts balance will fluctuate depending on daily activity.



Shareholders Equity  Total shareholders equity increased $1.2 million, or 5.3%, from $21.9 million at December 31, 2004, to $23.1 million at June 30, 2005. This increase was the result of the Companys net



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earnings for the six month period of $1.6 million, which was partially offset by the payment of cash dividends to shareholders of $0.06 per share in March
and $0.07 per share in June 2005, cumulatively totaling $273,000. The remainder of the change reflects the change in fair value of the Banks available-for-sale investment portfolio, which affects other comprehensive income. The ratio of total
shareholders equity as a percentage of total assets was 6.3% at June 30, 2005, and 6.4% at December 31, 2004. Book value per share increased from $9.80 at December 31, 2004, to $9.88 at June 30, 2005. During the six-month period, 140,466
options were exercised and 40,039 shares were repurchased or exchanged and retired. These actions caused a net increase of common shares outstanding of 100,427 and a dilution in book value per share.



Comparison of Operating Results for the Three- and Six-months Ended June 30, 2005, and
June 30, 2004



Net Earnings- The Company had net earnings of
$820,000 for the three-month period ended June 30, 2005, compared to net earnings of $993,000 for the same three-month period in 2004. This represented a decrease in net earnings of $172,000, or 17.4%. Net earnings increased by $40,000, or 2.5%, for
the six-months ended June 30, 2005 as compared to the six-months ended June 30, 2004. Included in the three and six-month periods ending June 30, 2004, is a $422,000 pretax gain on the sale of a United States Department of Agriculture
(USDA) guaranteed loan. Although the Bank sells loans in its normal course of business, this was a larger than usual transaction.



Net Interest Income - Net interest income increased by $315,000, or 9.8%, from $3.2 million in the three-months ended June 30, 2004 to $3.5 million in the
three-months ended June 30, 2005. For the six-month period ending June 30, 2005, net interest income increased by 7.3%, or $464,000. The margin for the six-months ended June 30, 2005, increased to 4.38%, from 4.08% in the six-months ended June 30,
2004. In the short term, due to a positive gap position and an asset sensitive balance sheet, the Bank will experience an increase in net interest income during a rising rate environment. Interest expense on the Companys subordinated
debentures issued in connection with prior offerings of trust preferred securities increased from $142,000, for the period ending June 30, 2004, to $252,000, for the period ending June 30, 2005. This increase is due to the increases in the prime
rate, and the corresponding increase in the interest rate on the debentures as it is tied to the prime rate. This increase also is attributable in part to an increase in the average outstanding balance of the debentures resulting from the
Companys issuance of an additional $4.3 million of trust preferred securities in March 2004.



Provision for Loan Losses - The provision for loan losses for the six months ending June 30, 2005, was $270,000, a decrease of $320,000, or 54.2%, over the same six-month period in 2004 which had a provision
expense of $590,000. At June 30, 2005, the allowance for loan losses was $3.4 million, or 1.21% of loans outstanding. Management periodically evaluates the adequacy of the allowance for loan losses, including an evaluation of past loan loss
experience, current economic conditions, volume, growth and collateral of the loan portfolio. Management also reviews classified assets, including those loans and assets listed as non-performing. Currently, management believes that the allowance for
loan losses is adequate; however, there can be no assurances that further additions will not be needed. Management will continue to monitor and adjust the allowance as necessary in future periods based on growth in the loan portfolio, loss
experience, and the continued expected changing mix of loans in the loan portfolio.



Loans internally classified as substandard at June 30, 2005, totaled $3.2 million as compared to $5.0 million for the period ending June 30, 2004. The decrease in the twelve-month period is primarily due to the transfer of $3.3 million in
loan balances, secured by real estate, to Other Real Estate. One of these properties was sold during the first quarter of 2005, with the remaining property having a balance of $2.7 million in Other Real Estate. See further discussion concerning
Other Real Estate in the subsequent events section.



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Substandard loans at June 30, 2005, consisted primarily of one commercial relationship, an operating company, totaling
$2.3 million which is secured by commercial real estate. At June 30, 2005, the Banks portion, $633,000, of a USDA guaranteed loan totaling $931,000, was classified as doubtful. There were no loans classified as doubtful at June 30, 2004.



Non-accrual loans totaled $940,000 at June 30, 2005, and $683,000 at June 30,
2004. At June 30, 2005, non-accrual loans consisted primarily of one relationship of $931,000, with $298,000 guaranteed by the USDA and the remaining portion, $633,000, (mentioned above as doubtful), retained by the Bank and not guaranteed by USDA.



Net charge-offs during the six-month period ending June 30, 2005, totaled
$44,000, representing 0.02% of net loans outstanding. For the six-month period ending June 30, 2004, net charge-offs totaled $168,000, representing 0.07% of net loans outstanding. Past due loans at June 30, 2005, were 0.44% of loans outstanding, as
compared to June 30, 2004, when past dues loans were 0.68% of loans outstanding.



Other Income  Other income has been most notably affected by the gains on sale of loans. For the six-month period ending June 30, 2004, net gains on loan sales of $571,000 were booked, with $422,000 of this amount the result of
the gain on the sale of one loan guaranteed by the USDA. During the period ending June 30, 2005, gains of $436,000 were reflected in other income; however, these gains are the result of the sales of seven SBA guaranteed loans.



Service charges on deposit accounts for the six-month period ending June 30, 2005, were
$572,000, an increase of 3.6% over the six-month period ending June 30, 2004. The Bank enhanced its mortgage origination department and as a result, generated fees of $26,000 in the month of June 2005, as compared to fees of $3,000 for the six-month
period ending June 30, 2004. Commissions on the sales of investment products for the six-months ending June 30, 2005, totaled $102,000, representing an increase of $20,000, or 24.5%, over the same period in 2004.



Other Expenses - Other expenses of $5.5 million for the six-month period ended June
30, 2005, were an increase of $614,000, or 12.5%, from $4.9 million for the six-month period ended June 30, 2004. Included in this increase are salaries and employee benefits which increased $444,000, or 15.1%, to $3.4 million for the six-month
period ended June 30, 2005, from $2.9 million during the same six-month period in 2004. Salaries increased for the six-month period ending June 30, 2005, due in part to the opening of the Eagles Landing branch in Stockbridge, Georgia in August 2004.
Additional increases in salaries are due to the hiring of two loan production officers during the second quarter of 2005, and to annual raises, which averaged 3%. Benefits expense include an increased incentive accrual of $171,000, which will more
evenly spread the expense throughout the year, compared to 2004 when it was recognized in the fourth quarter. Additionally, the Bank had an increase in State of Georgia unemployment tax expense for 2004 and 2005. The additional 2004 expense of
$35,000 was not realized until March of 2005. When combined with the increase for 2005 of $26,000, total additional expense for this category was $61,000 in the first six-months of 2005.



For the three-month period ended June 30, 2005, other expenses increased $277,000, or 11.1%. Of this increase, salaries and employee
benefits increased $201,000, or 13.6%, to $1.7 million as compared to $1.5 million for the same period in 2004.



Liquidity and Capital Resources - The Banks short-term liquidity was 16.22% on June 30, 2005. The Bank is required to maintain minimum levels of liquid
assets as defined by State of Georgia and Federal Deposit Insurance Corporation regulations. The Bank continues to search for deposits and other means of meeting its loan demand, including the offering of trust preferred securities. The Bank adjusts
its liquidity level as appropriate to meet its asset/liability management 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



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ability to borrow from the Federal Home Loan Bank of Atlanta and other correspondent banks. These commitments totaled $52.3 million at June 30, 2005, with
$10.0 million drawn. 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.



Off Balance Sheet Risk Through its operations, the Bank has made contractual
commitments to extend credit in the ordinary course of its business activities. These commitments are legally binding agreements to lend money to the Banks customers at predetermined interest rates for a specified period of time. At June 30,
2005, the Bank had issued commitments to extend credit of $60.2 million through various types of lending arrangements. The Bank evaluates each customers credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed
necessary by the Bank upon extension of credit, is based on its credit evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate.



Capital Ratios - 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 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. As of June 30, 2005, the most recent notification from the
Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the
Banks capital category.



As of June 30, 2005, total risk based capital
ratios were 10.75% the Bank and 11.53% for the consolidated Company. Tier 1 capital to risk weighted assets was 9.64% for the Bank and 9.45% for the consolidated Company. The Tier 1 capital to average asset ratio (leverage ratio) was 8.43% for the
Bank and 8.28% for the consolidated Company.



Subsequent Events Included in the Companys press release dated July 8, 2005, was a disclosure regarding a portion of the other real estate owned which was under contract to sell. In August 2005, the Company received notice of the withdrawal of the contract
from the prospective purchaser due to concerns cited by the purchaser of engineering issues associated with the tract under contract. Management has not been able to substantiate the concerns raised by the prospective purchaser but will further
investigate this issue to determine if an impairment exists. Based on current information available, management has no basis to assume the assertions made by the prospective purchaser are accurate; however, should such issues raised be factual, it
is estimated that the impairment could be as high as $835,000.



ITEM 3. CONTROLS AND PROCEDURES



During the
quarterly period covered by this report, the Company, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design
and operation of the Companys disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that material
information relating to the Company, including our consolidated Subsidiary, is made known to them by others within those entities, particularly during the period in which this quarterly report was being prepared. There were no significant changes in
our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation.



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##### Table of Contents

PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS.



The Company is a
party to certain legal proceedings, however, it does not anticipate that any such proceedings will have any material adverse effects on its financial condition or results of operation.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



The following table sets forth the Companys repurchases of its common equity during the second quarter of 2005:



|                               |  |                                     |  |                              |       |                                                                                  |   |                                                                                                              |  
|------------------------------ |  | ----------------------------------- |  | ---------------------------- | ----- | -------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------ | -
|Period                         |  | Total Number of Shares Purchased(1) |  | Average Price Paid per Share |       | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |   | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or
Programs
|April 1 through April 30, 2005 |  | 10,000                              |  | $                            | 19.70 |                                                                                  |  |                                                                                                              | 
|May 1 through May 31, 2005     |  |                                    |  |                              |      |                                                                                  |  |                                                                                                              | 
|June 1 through June 30, 2005   |  |                                    |  |                              |      |                                                                                  |  |                                                                                                              | 
|Total                          |  | 10,000                              |  | $                            | 19.70 |                                                                                  |  |                                                                                                              | 

---

|(1) | The Company repurchased the shares indicated from certain participants in the Companys Employee Stock Ownership Plan. The purchases were made pursuant to the terms of the
Employee Stock Ownership Plan and such purchases were not made pursuant to a publicly announced plan or program.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM 3. DEFAULTS UPON SENIOR SECURITIES.



NONE



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.



The Company held its Annual Meeting of Shareholders on May 19, 2005.



Following is a description of each matter voted on at the Annual Meeting and the results of the voting:



| | 1. | Election of Directors to serve a three-year term expiring at the 2008 Annual Meeting of Shareholders :
| | -- | ------------------------------------------------------------------------------------------------------



|                      |  |                 |  |                  
|--------------------- |  | --------------- |  | -----------------
|                      |  | David B. Turner |  | Charles S. Tucker
|Shares voted in favor |  | 1,993,643       |  | 1,993,857        
|Votes withheld        |  | 221,908         |  | 221,694          
|Shares abstained      |  | 0               |  | 0                
|Broker non-votes      |  | 0               |  | 0                



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##### Table of Contents

| | 2. | Amendment to Companys 2000 Stock Option Plan:
| | -- | ----------------------------------------------



|                         |  |          
|------------------------ |  | ---------
|Shares voted in favor    |  | 1,076,446
|Shares voted against     |  | 551,847  
|Shares abstained         |  | 0        
|Broker non-votes         |  | 583,593  
|                         | 
|Total shares represented |  | 2,211,886
|Total shares outstanding |  | 2,318,315



ITEM 5. OTHER INFORMATION



NONE



ITEM 6. EXHIBITS



The following
exhibits are filed with this report.



|     |  |                                                                                                                                                  
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                           
|     | 
|31.2 |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                           
|     | 
|32.1 |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
|     | 
|32.2 |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARY



SIGNATURES



In accordance with the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      |  |                     |  |                        
|--------------------- |  | ------------------- |  | -----------------------
|                      |  | CCF HOLDING COMPANY
|                      |  |                    
|Date: August 15, 2005 |  | BY:                 |  | /s/ David B. Turner    
|                      |  | Name:               |  | David B. Turner        
|                      |  | Title:              |  | President and          
|                      |  |                     |  | Chief Executive Officer
|                      |  |                    
|Date: August 15, 2005 |  | BY:                 |  | /s/ Mary Jo Rogers     
|                      |  | Name:               |  | Mary Jo Rogers         
|                      |  | Title:              |  | Sr. Vice President and 
|                      |  |                     |  | Chief Financial Officer



14