##### 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: March 31, 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 May 11, 2005, 2,346,939 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 of March 31, 2005 (unaudited) and December 31, 2004 (audited)                             |  | 1   
|                                  |  |         |  |                                                            
|                                  |  |         |  |                                                             |  | Consolidated Statements of Earnings For the Three Months Ended March 31, 2005 and March 31, 2004 (unaudited)             |  | 2   
|                                  |  |         |  |                                                            
|                                  |  |         |  |                                                             |  | Consolidated Statements of Comprehensive Income For the Three Months Ended March 31, 2005 and March 31, 2004 (unaudited) |  | 3   
|                                  |  |         |  |                                                            
|                                  |  |         |  |                                                             |  | Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2005 and March 31, 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                                     |  | 10                                                                                                                      
|                                  | 
|PART II.    
OTHER INFORMATION    |  |        
|                                  |  |         | 
|                                  |  | Item 1. |  | Legal Proceedings                                           |  | 11                                                                                                                      
|                                  |  |         | 
|                                  |  | Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds |  | 11                                                                                                                      
|                                  |  |         | 
|                                  |  | Item 3. |  | Defaults Upon Senior Securities                             |  | 11                                                                                                                      
|                                  |  |         | 
|                                  |  | Item 4. |  | Submission of Matters to a Vote of Security Holders         |  | 11                                                                                                                      
|                                  |  |         | 
|                                  |  | Item 5. |  | Other Information                                           |  | 11                                                                                                                      
|                                  |  |         | 
|                                  |  | Item 6. |  | Exhibits                                                    |  | 11                                                                                                                      
|                                  | 
|Signatures                        |  | 12     
|                                  | 
|Certificates                      |  |        







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##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Balance Sheets

Assets



|                                                                                                                                                      |  |                |             |   |                  |             |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ---------------- | ----------- | -
|                                                                                                                                                      |  | March 31, 2005 |             |   | December 31,2004 |            
|                                                                                                                                                      |  | (Unaudited)    |             |   | (Audited)        |            
|Cash and due from banks                                                                                                                               |  | $              | 8,092,474   |   |                  | 8,951,947   |  
|Interest-bearing deposits in other financial institutions                                                                                             |  |                | 11,100,410  |   |                  | 5,006,613   |  
|Federal funds sold                                                                                                                                    |  |                | 4,967,332   |   |                  | 6,513,370   |  
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Cash and cash equivalents                                                                                                                             |  |                | 24,160,216  |   |                  | 20,471,930  |  
|                                                                                                                                                      |  |               
|Interest-bearing time deposits in other financial institutions                                                                                        |  |                |            |   |                  | 99,000      |  
|Investment securities available-for-sale                                                                                                              |  |                | 37,843,339  |   |                  | 41,638,558  |  
|Federal Home Loan Bank stock, at cost                                                                                                                 |  |                | 1,129,100   |   |                  | 1,265,000   |  
|Loans, net                                                                                                                                            |  |                | 265,055,743 |   |                  | 256,770,581 |  
|Premises and equipment, net                                                                                                                           |  |                | 8,191,714   |   |                  | 8,279,046   |  
|Accrued interest receivable                                                                                                                           |  |                | 1,366,485   |   |                  | 1,242,191   |  
|Cash surrender value of life insurance                                                                                                                |  |                | 4,953,095   |   |                  | 4,884,520   |  
|Other assets                                                                                                                                          |  |                | 4,594,937   |   |                  | 5,495,885   |  
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Total assets                                                                                                                                          |  | $              | 347,294,629 |   |                  | 340,146,711 |  
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Liabilities and Shareholders Equity                                                                                                                  | 
|Deposits:                                                                                                                                             |  |                |             |   |                  |             |  
|Noninterest-bearing deposits                                                                                                                          |  | $              | 35,353,064  |   |                  | 31,281,774  |  
|Interest-bearing demand deposits                                                                                                                      |  |                | 113,679,825 |   |                  | 112,078,288 |  
|Savings accounts                                                                                                                                      |  |                | 6,546,515   |   |                  | 7,328,745   |  
|Time deposits less than $100,000                                                                                                                      |  |                | 104,214,390 |   |                  | 101,658,533 |  
|Time deposits greater than $100,000                                                                                                                   |  |                | 41,745,280  |   |                  | 36,930,554  |  
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Total deposits                                                                                                                                        |  |                | 301,539,074 |   |                  | 289,277,894 |  
|                                                                                                                                                      |  |               
|Securities sold under agreement to repurchase                                                                                                         |  |                | 2,630,275   |   |                  | 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                                                                                                        |  |                | 2,064,109   |   |                  | 2,462,378   |  
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Total liabilities                                                                                                                                     |  |                | 324,998,458 |   |                  | 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; 2,314,377 issued and outstanding in 2005; 2,239,019 shares issued and outstanding
in 2004. |  |                | 231,438     |   |                  | 223,902     |  
|Additional paid-in capital                                                                                                                            |  |                | 9,180,388   |   |                  | 9,158,182   |  
|Retained earnings                                                                                                                                     |  |                | 13,242,859  |   |                  | 12,587,130  |  
|Accumulated other comprehensive loss                                                                                                                  |  |                | (358,514    | ) |                  | (31,382     | )
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Total shareholders equity                                                                                                                            |  |                | 22,296,171  |   |                  | 21,937,832  |  
|                                                                                                                                                      |  |                |             |   |                  |             |  
|                                                                                                                                                      |  | $              | 347,294,629 |   |                  | 340,146,711 |  
|                                                                                                                                                      |  |                |             |   |                  |             |  



See accompanying notes to unaudited
consolidated financial statements.



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Statements of Earnings

(Unaudited)



|                                                                                 |  |                              |           |   |      |          
|-------------------------------------------------------------------------------- |  | ---------------------------- | --------- | - | ---- | ---------
|                                                                                 |  | Three Months Ended March 31,
|                                                                                 |  | 2005                         |           |   | 2004
|Interest and dividend income:                                                    |  |                              |           |   |      |          
|Interest and fees on loans                                                       |  | $                            | 4,526,958 |   |      | 4,064,569
|Interest-bearing deposits in other financial institutions and federal funds sold |  |                              | 64,792    |   |      | 23,179   
|Interest and dividends on taxable investment securities                          |  |                              | 319,429   |   |      | 266,697  
|Interest on nontaxable investment securities                                     |  |                              | 48,223    |   |      | 40,035   
|                                                                                 |  |                              |           |   |      |          
|Total interest and dividend income                                               |  |                              | 4,959,402 |   |      | 4,394,480
|                                                                                 |  |                              |           |   |      |          
|Interest expense:                                                                |  |                              |           |   |      |          
|Deposit accounts                                                                 |  |                              | 1,450,895 |   |      | 1,103,283
|Other borrowings                                                                 |  |                              | 206,501   |   |      | 138,524  
|                                                                                 |  |                              |           |   |      |          
|Total interest expense                                                           |  |                              | 1,657,396 |   |      | 1,241,807
|                                                                                 |  |                              |           |   |      |          
|Net interest income                                                              |  |                              | 3,302,006 |   |      | 3,152,673
|                                                                                 |  |                             
|Provision for loan losses                                                        |  |                              | 135,000   |   |      | 290,000  
|                                                                                 |  |                              |           |   |      |          
|Net interest income after provision for loan losses                              |  |                              | 3,167,006 |   |      | 2,862,673
|                                                                                 |  |                              |           |   |      |          
|Other income:                                                                    |  |                              |           |   |      |          
|Service charges on deposit accounts                                              |  |                              | 267,406   |   |      | 261,596  
|Gain on sale of loans                                                            |  |                              | 319,745   |   |      |         
|(Loss) gain on sale of investment securities                                     |  |                              | (23,090   | ) |      | 1,087    
|Other                                                                            |  |                              | 187,662   |   |      | 150,441  
|                                                                                 |  |                              |           |   |      |          
|Total other income                                                               |  |                              | 751,723   |   |      | 413,124  
|                                                                                 |  |                              |           |   |      |          
|Other expenses:                                                                  |  |                              |           |   |      |          
|Salaries and employee benefits                                                   |  |                              | 1,707,102 |   |      | 1,464,861
|Occupancy                                                                        |  |                              | 469,566   |   |      | 410,827  
|Other                                                                            |  |                              | 573,545   |   |      | 536,801  
|                                                                                 |  |                              |           |   |      |          
|Total other expenses                                                             |  |                              | 2,750,213 |   |      | 2,412,489
|                                                                                 |  |                              |           |   |      |          
|Earnings before income taxes                                                     |  |                              | 1,168,516 |   |      | 863,308  
|                                                                                 |  |                             
|Income tax expense                                                               |  |                              | 373,125   |   |      | 280,000  
|                                                                                 |  |                              |           |   |      |          
|Net earnings                                                                     |  | $                            | 795,391   |   |      | 583,308  
|                                                                                 |  |                              |           |   |      |          
|Basic earnings per share                                                         |  | $                            | 0.35      |   |      | 0.26     
|                                                                                 |  |                              |           |   |      |          
|Diluted earnings per share                                                       |  | $                            | 0.33      |   |      | 0.24     
|                                                                                 |  |                              |           |   |      |          



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 EndedMarch 31, |         
|                                                                    |  | 2005                        |          |   | 2004 |        
|Net earnings                                                        |  | $                           | 795,391  |   |      | 583,308 |  
|                                                                    |  |                             |          |   |      |         |  
|Other comprehensive (loss) income:                                  |  |                             |          |   |      |         |  
|Unrealized holding (losses) gains on investments available-for-sale |  |                             | (526,369 | ) |      | 207,543 |  
|Associated income tax effect                                        |  |                             | 184,229  |   |      | (72,640 | )
|                                                                    |  |                            
|Reclassification adjustment for losses (gains) included in earnings |  |                             | 23,090   |   |      | (1,087  | )
|Associated income tax effect                                        |  |                             | (8,082   | ) |      | 380     |  
|                                                                    |  |                             |          |   |      |         |  
|Total other comprehensive (loss) income, net of tax                 |  |                             | (327,132 | ) |      | 134,196 |  
|                                                                    |  |                             |          |   |      |         |  
|Total comprehensive income                                          |  | $                           | 468,259  |   |      | 717,504 |  
|                                                                    |  |                             |          |   |      |         |  



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CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                              |  |                              |             |   |      |             |  
|--------------------------------------------------------------------------------------------- |  | ---------------------------- | ----------- | - | ---- | ----------- | -
|                                                                                              |  | Three Months Ended March 31, |            
|                                                                                              |  | 2005                         |             |   | 2004 |            
|Cash flows from operating activities:                                                         |  |                              |             |   |      |             |  
|Net earnings                                                                                  |  | $                            | 795,391     |   |      | 583,308     |  
|Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: |  |                              |             |   |      |             |  
|Provision for loan losses                                                                     |  |                              | 135,000     |   |      | 290,000     |  
|Depreciation, amortization, and accretion, net                                                |  |                              | 181,392     |   |      | 164,037     |  
|Net loss (gain) on sale of investment securities                                              |  |                              | 23,090      |   |      | (1,087      | )
|Net (gain) loss on sale of other real estate                                                  |  |                              | (30,234     | ) |      | 41,009      |  
|Net gain on sale of loans                                                                     |  |                              | (319,745    | ) |      |            |  
|Increase in cash surrender value of life insurance                                            |  |                              | (68,575     | ) |      | (66,508     | )
|Change in:                                                                                    |  |                              |             |   |      |             |  
|Accrued interest receivable and other assets                                                  |  |                              | 10,893      |   |      | (285,151    | )
|Accrued interest payable and other liabilities                                                |  |                              | (403,495    | ) |      | (1,285,976  | )
|                                                                                              |  |                              |             |   |      |             |  
|Net cash provided by (used in) operating activities                                           |  |                              | 323,717     |   |      | (560,368    | )
|                                                                                              |  |                              |             |   |      |             |  
|Cash flows from investing activities:                                                         |  |                              |             |   |      |             |  
|Proceeds from maturities and calls of investment securities available-for-sale                |  |                              | 1,784,652   |   |      | 8,095,800   |  
|Purchases of investment securities available-for-sale                                         |  |                              | (1,000,000  | ) |      | (10,562,486 | )
|Proceeds from sales of investment securities available-for-sale                               |  |                              | 2,476,909   |   |      | 1,000,000   |  
|Proceeds from maturities of certificate of deposit investments                                |  |                              | 99,000      |   |      |            |  
|Proceeds from redemption of Federal Home Loan Bank stock                                      |  |                              | 675,000     |   |      |            |  
|Purchase of Federal Home Loan Bank stock                                                      |  |                              | (539,100    | ) |      |            |  
|Proceeds from sales of real estate owned                                                      |  |                              | 972,143     |   |      | 196,991     |  
|Net increase in loans                                                                         |  |                              | (17,471,072 | ) |      | (23,016,795 | )
|Proceeds from sale of loans                                                                   |  |                              | 9,370,655   |   |      | 4,006,954   |  
|Purchases of premises and equipment                                                           |  |                              | (86,772     | ) |      | (539,562    | )
|                                                                                              |  |                              |             |   |      |             |  
|Net cash used in investing activities                                                         |  |                              | (3,718,585  | ) |      | (20,819,098 | )
|                                                                                              |  |                              |             |   |      |             |  
|Cash flows from financing activities:                                                         |  |                              |             |   |      |             |  
|Net increase in deposits                                                                      |  |                              | 12,261,180  |   |      | 37,702,384  |  
|Net decrease in securities sold under agreements to repurchase                                |  |                              | (73,332     | ) |      | (1,566,782  | )
|Proceeds from issuance of junior subordinated debentures                                      |  |                              |            |   |      | 4,500,000   |  
|Repayments of Federal Home Loan Bank advances                                                 |  |                              | (5,000,000  | ) |      |            |  
|Dividends paid                                                                                |  |                              | (134,436    | ) |      | (88,196     | )
|Proceeds from exercise of stock options                                                       |  |                              | 456,589     |   |      | 19,977      |  
|Retirement of common stock                                                                    |  |                              | (426,847    | ) |      |            |  
|                                                                                              |  |                              |             |   |      |             |  
|Net cash provided by financing activities                                                     |  |                              | 7,083,154   |   |      | 40,567,383  |  
|                                                                                              |  |                              |             |   |      |             |  
|Increase in cash and cash equivalents                                                         |  |                              | 3,688,286   |   |      | 19,187,917  |  
|                                                                                              |  |                             
|Cash and cash equivalents at beginning of period                                              |  | $                            | 20,471,930  |   |      | 14,005,728  |  
|                                                                                              |  |                              |             |   |      |             |  
|Cash and cash equivalents at end of period                                                    |  | $                            | 24,160,216  |   |      | 33,193,645  |  
|                                                                                              |  |                              |             |   |      |             |  
|Supplemental disclosure of cash flow information:                                             |  |                              |             |   |      |             |  
|Interest paid                                                                                 |  | $                            | 1,658,396   |   |      | 1,199,805   |  
|                                                                                              |  |                              |             |   |      |             |  
|Income taxes paid                                                                             |  | $                            | 206,271     |   |      | 560,000     |  
|                                                                                              |  |                              |             |   |      |             |  



See accompanying notes to unaudited
consolidated financial statements.



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CCF HOLDING COMPANY AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Unaudited)



1. Basis of Presentation



The
consolidated financial statements for the three-month periods ended March 31, 2005 and 2004 are not audited 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-month period ended March
31, 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 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
period ended March 31, 2005, and March 31, 2004, would have been reduced to the pro forma amounts indicated below:



|                                                                                                                            |  |               |         |   |               |         |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ------------- | ------- | -
|                                                                                                                            |  | March 31,2005 |         |   | March 31,2004 |        
|Net earnings as reported                                                                                                    |  | $             | 795,391 |   |               | 583,308 |  
|Deduct: Total stock-based employee compensation expense determined under fair-value based method for all awards, net of tax |  |               | (56,467 | ) |               | (23,885 | )
|                                                                                                                            |  |               |         |   |               |         |  
|Pro forma net earnings                                                                                                      |  | $             | 738,924 |   |               | 559,423 |  
|                                                                                                                            |  |               |         |   |               |         |  
|Basic earnings per share:                                                                                                   |  |               |         |   |               |         |  
|As reported                                                                                                                 |  | $             | 0.35    |   |               | 0.26    |  
|                                                                                                                            |  |               |         |   |               |         |  
|Pro forma                                                                                                                   |  | $             | 0.33    |   |               | 0.25    |  
|                                                                                                                            |  |               |         |   |               |         |  
|Diluted earnings per share:                                                                                                 |  |               |         |   |               |         |  
|As reported                                                                                                                 |  | $             | 0.33    |   |               | 0.24    |  
|                                                                                                                            |  |               |         |   |               |         |  
|Pro forma                                                                                                                   |  | $             | 0.30    |   |               | 0.23    |  
|                                                                                                                            |  |               |         |   |               |         |  



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.



5



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##### Table of Contents

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.



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
March 31, 2005



|                                           |  |             |         |              |           |                 |   |       |  
|------------------------------------------ |  | ----------- | ------- | ------------ | --------- | --------------- | - | ----- | -
|                                           |  | NetEarnings |         | CommonShares |           | Per ShareAmount |  
|Basic earnings per share                   |  | $           | 795,391 |              | 2,264,927 |                 | $ | 0.35  |  
|Effect of dilutive common stock issuances: |  |             |         |              |           |                 |   |       |  
|Stock options                              |  |             |        |              | 159,650   |                 |   | (0.02 | )
|                                           |  |             |         |              |           |                 |   |       |  
|Diluted earnings per share                 |  | $           | 795,391 |              | 2,424,577 |                 | $ | 0.33  |  
|                                           |  |             |         |              |           |                 |   |       |  



For the three-months
ended March 31, 2004



|                                           |  |             |         |              |           |                 |   |       |  
|------------------------------------------ |  | ----------- | ------- | ------------ | --------- | --------------- | - | ----- | -
|                                           |  | NetEarnings |         | CommonShares |           | Per ShareAmount |  
|Basic earnings per share                   |  | $           | 583,308 |              | 2,201,943 |                 | $ | 0.26  |  
|Effect of dilutive common stock issuances: |  |             |         |              |           |                 |   |       |  
|Stock options                              |  |             |        |              | 244,209   |                 |   | (0.02 | )
|                                           |  |             |         |              |           |                 |   |       |  
|Diluted earnings per share                 |  | $           | 583,308 |              | 2,446,152 |                 | $ | 0.24  |  
|                                           |  |             |         |              |           |                 |   |       |  



6. Dividends Payable



On March 16, 2005, the Company declared a $0.06 dividend per share to
shareholders of record on April 1, 2005, with a payment date of April 15, 2005.



7. Recent Accounting Pronouncements



As permitted by SFAS No.
123, Accounting for Stock-Based Compensation,CCF currently accounts for share-based payments to employees using APB opinion No. 25s intrinsic value method and, as such, generally recognizes no



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7. Recent Accounting Pronouncements (contd)



compensation expense for employee stock options. The impact of adoption of SFAS No. 123(R) cannot be predicted at this time because it will
depend on levels of share-based payments granted in the future. However, had the Company adopted SFAS No. 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS No. 123 as described in the disclosure of pro
forma net income earnings per share in Note 2 to the Companys consolidated financial statements. SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow,
rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in the periods after adoption. While the company cannot estimate what those
amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amount of operating cash flows recognized in prior periods for such excess tax deductions were insignificant. SFAS No. 123(R) is
effective as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. On April 14, 2005, the Securities and Exchange Commission (the SEC) announced a new rule that amends the compliance dates
for SFAS No. 123(R). The SECs new rule allows companies to implement SFAS No. 123(R) at the beginning of their next fiscal year, instead of the next reporting period, that begins after December 15, 2005. SFAS No. 123(R) is effective for the
Company beginning in the first quarter of 2006.



|Item | 2. Managements Discussion and Analysis or Plan of Operation
|---- | ------------------------------------------------------------



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 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.



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Comparison of Financial Condition at March 31, 2005 and December 31, 2004



Assets - The Companys total assets increased $7.1 million between December 31,
2004, and March 31, 2005. Net loans receivable increased $8.2 million to $265.0 million at March 31, 2005, from $256.8 million at December 31, 2004. The Companys loan growth includes approximately $5.6 million in commercial and commercial real
estate loans and $2.4 million in construction real estate loans, offset primarily due to the sales of acquisition and development loans totaling $9.4 million during the first quarter of 2005. In addition, a decrease in the outstanding balances of
indirect and other consumer loans of $418,000 offset growth in the portfolio. Loan demand remains strong in our market. Interest bearing deposits increased as $2.5 million of investment securities were called or sold during the quarter ending March
31, 2005. These funds were reinvested during April 2005 in similar agency investments.



Liabilities - Total deposits during the three-months ended March 31, 2005, grew to $301.5 million, an increase of $12.2 million from $289.3 million at December 31, 2004. Deposit growth in transaction accounts, which include
non-interest bearing demand deposit accounts, NOW accounts and money market accounts, increased to $149.0 million, an increase of $5.7 million from $143.3 million at December 31, 2004. Heritage Bank, a commercial bank chartered by the State of
Georgia and a wholly owned subsidiary of the Company (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, a new
commercial money market account product was introduced during the first quarter. Time deposits increased during the three-month period from $138.6 million at December 31, 2004, to $146.0 million at March 31, 2005, an increase of $7.4 million. This
increase was necessary to fund loan growth, repay a short term Federal Home Loan Bank advance of $5.0 million, and improve the Banks liquidity position. Certificates of deposit totaling $16.4 million were generated nationally through the
internet from financial institutions, partially offset by liquidations in the normal course of business. These certificates are of one year or less in maturity and provide funding at 3.60% which is lower than local certificate campaigns. Savings
accounts decreased during the period by $780,000 from $7.3 million at December 31, 2004, to $6.5 million at March 31, 2005. This decrease is due primarily to shifting of deposits from the lower interest savings accounts to higher earning personal
money market accounts



Shareholders Equity - Shareholders
equity increased $358,000, from $21.9 million at December 31, 2004, to $22.3 million at March 31, 2005. This increase was the result of net income of $795,000 in the first quarter of 2005; partially offset by the declaration of a $0.06 per share
dividend totaling $139,000. The remainder of the offset is a reflection of the change in the fair value of the Banks available-for-sale investment securities portfolio, which affects accumulated other comprehensive income. The ratio of
shareholders equity as a percentage of total assets was 6.4% at the end of each period, March 31, 2005 and December 31, 2004. Book value per share decreased from $9.95 at December 31, 2004, to $9.63 at March 31, 2005. This decrease is
primarily attributable to the net increase in shares outstanding of 75,000 through the exercise of stock options during the first quarter of 2005 which diluted book value.



Comparison of Operating Results for the Three-months Ended March 31, 2005 and March 31, 2004



Net Earnings- The Company had net earnings of $795,000 for the three-month period
ended March 31, 2005, compared to net earnings of $583,000 in the same three-month period in 2004. This represents an increase in net earnings of $212,000, or 36.4%. Included in the increase is a pre-tax gain on sale of SBA loans of $320,000. This
type of income distorts quarterly earnings because the gains may be booked in different periods from year to year. Gains on sales of SBA loans are a part of the normal course of business for the Bank though and as such, should be compared as a part
of annual earnings.



Net Interest Income - Net interest income for the
three-month period ended March 31, 2005, increased from $3.1 million in 2004, to $3.3 million for the same period in 2005. Interest expense increased $416,000 from $1.2 million in the period ending March 31, 2004, to $1.7 million for the three-month
period ended March 31, 2005. The increase in interest expense is due to the repricing at higher rates of deposit accounts coinciding with the increases in federal funds rates and interest expense of $60,000 associated with the second Trust Preferred
security offering which closed on March 30, 2004. In addition, interest expense has increased with the net increase in interest-bearing deposit account balances of $8 million from $258 million at December 31, 2004, to $266 million at March 31, 2005.



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During the first quarter the increase in the yield on earning assets outpaced the increase in the cost of funds for the
Bank. Due to a positive gap, the Bank experiences an increase in net interest income during a rising rate environment in the short term.



Provision for Loan Losses - The Banks provision for loan losses for the three-month period ended March 31, 2005, was $135,000 as compared to a provision of
$290,000 in the period ending March 31, 2004.The loan loss reserve balance at March 31, 2005, was $3.3 million, or 1.22% of loans outstanding. For the period ending March 31, 2004, the loan loss reserve was $2.9 million, or 1.16% of loans
outstanding. Based on the Banks internal calculation the allowance for loan losses is adequate. Management will continue to monitor and adjust the allowance provision as necessary during the year based on growth in the loan portfolio, loss
experience, workout of non-performing loans, financial condition of borrowers, and continued monitoring of local economic conditions, as well as, any other external factors.



Non-performing loans totaled $632,000 at March 31, 2005, which equaled 0.24% of loans outstanding. This compares to $4.3 million, or 1.70%,
at March 31, 2004. The decrease in non-performing loans is primarily due to the foreclosure of a loan during the first quarter. The property is currently classified as a non-performing asset. This propertys recorded basis approximates the
current appraised value of the property. Non-performing loans represent one relationship of $906,000, with $274,000 guaranteed by the USDA and the remaining portion, $632,000, retained by the Bank and not guaranteed by USDA.



Other Income - Other income for the three-month period ending March 31, 2005, includes
a net gain pretax of $320,000 on the sale of SBA loans. This type of income distorts quarterly earnings because the gains may be booked in different periods from year to year. Gains on sales of SBA loans are a part of the normal course of business
for the Bank though and as such, should be compared as a part of annual earnings.



Other Expenses - Other expenses for the three-month period ended March 31, 2005, increased $338,000, or 14.0%, from $2.4 million for the three-month period ended March 31, 2004, to $2.7 million for the same period in 2005. Salaries
and employee benefits increased to $1.7 million for the three-month period ended March 31, 2005, compared to $1.5 million during the same three-month period in 2004, an increase of $242,000 or 16.5%. Included is an increased incentive accrual of
$90,000 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, $35,000, was not realized until March of 2005. When combined with the increase for 2005 of $21,000, total additional expense for this category was $56,000 in the first quarter of 2005. The remaining increase in other
expenses is attributed primarily to the opening of the Eagles Landing branch in August 2004.



Liquidity - The Banks short-term liquidity was 14.95% on March 31, 2005. The Bank is required to maintain minimum levels of liquid assets as defined by the State of Georgia and the Federal Deposit
Insurance Corporation regulations. 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 Federal Home
Loan Bank of Atlanta and other correspondent banks. These commitments totaled $51.3 million at March 31, 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 unpledged securities
available-for-sale, is a product of its operating, investing, and financing activities.



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 March 31, 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.



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As of March 31, 2005, total risk based capital ratios were 10.90% for the Bank and 11.77% for the consolidated company.
Tier 1 capital to risk weighted assets was 9.78% for the Bank and 9.68% for the consolidated company. The Tier 1 capital to average asset ratio (leverage ratio) was 8.36% for the Bank and 8.29% for the consolidated company.



Item 3. Controls and Procedures



Within the
90-day period prior to the date of 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 subsidiaries, 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



None.



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 first quarter of 2005:



|                                     |  |                                   |  |                            |       |                                                                              |   |                                                                                                          |  
|------------------------------------ |  | --------------------------------- |  | -------------------------- | ----- | ---------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------- | -
|Period                               |  | Total Numberof SharesPurchased(1) |  | AveragePrice Paidper Share |       | Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms |   | Maximum Number (orApproximate DollarValue) of Shares that MayYet Be Purchased Underthe Plans or Programs
|January 1, through January 31, 2005  |  |                                  |  |                            |      |                                                                              |  |                                                                                                          | 
|February 1 through February 28, 2005 |  |                                  |  |                            |      |                                                                              |  |                                                                                                          | 
|March 1 through March 31, 2005       |  | 21,398                            |  | $                          | 19.94 |                                                                              |  |                                                                                                          | 
|Total                                |  | 21,398                            |  | $                          | 19.94 |                                                                              |  |                                                                                                          | 

---

|(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



None.



Item 5. Other Information



None.



Item 6. Exhibits



|     |  |                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|     | 
|31.2 |  | Certification of Chief 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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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: May 13, 2005  |  | BY: |  | /s/ David B. Turner                           
|                    |  |     |  | David B. Turner                               
|                    |  |     |  | President and Chief Executive Officer         
|                    |  |    
|Date: May 13, 2005  |  | BY: |  | /s/ Mary Jo Rogers                            
|                    |  |     |  | Mary Jo Rogers                                
|                    |  |     |  | Sr. Vice President and Chief Financial Officer



12