##### Table of Contents

---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-QSB



(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
|- | --------------------------------------------------------------------------------



For the quarterly period ended: September 30, 2003



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
|- | --------------------------------------------------

|EXCHANGE ACT | 
|------------ | 



For the transition period fromto



Commission file number: 0-25846



---



CCF HOLDING COMPANY

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



|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, Including Area Code)



---



State the number of shares outstanding of each of the issuers classes of common equity: At November 12, 2003,
1,468,552 shares of the registrants common stock were outstanding.



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



---



---

##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARY

INDEX



|PART I.    |  | FINANCIAL INFORMATION                                                                                                                            |  | Page
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                                                                 
|Item 1.    |  | Financial Statements:                                                                                                                            |  |     
|           |  |                                                                                                                                                 
|           |  | Consolidated Balance Sheets as of September 30, 2003 (unaudited) and December 31, 2002                                                           |  | 1   
|           |  |                                                                                                                                                 
|           |  | Consolidated Statements of Earnings (unaudited) For the Three-months and Nine-months ended September 30, 2003 and September 30, 2002             |  | 2   
|           |  |                                                                                                                                                 
|           |  | Consolidated Statements of Comprehensive Income (unaudited) For the Three-months and Nine-months ended September 30, 2003 and September 30, 2002 |  | 3   
|           |  |                                                                                                                                                 
|           |  | Consolidated Statements of Cash Flows (unaudited) For the Nine-months ended September 30, 2003 and September 30, 2002                            |  | 4   
|           |  |                                                                                                                                                 
|           |  | Notes to 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.    |  | Changes in Securities                                                                                                                            |  | 12  
|           |  |                                                                                                                                                 
|Item 3.    |  | Defaults upon Senior Securities                                                                                                                  |  | 12  
|           |  |                                                                                                                                                 
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                                                              |  | 12  
|           |  |                                                                                                                                                 
|Item 5.    |  | Other Information                                                                                                                                |  | 12  
|           |  |                                                                                                                                                 
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                                                                 |  | 12  
|           | 
|Signatures |  | 13                                                                                                                                              
|           |  |                                                                                                                                                  |  |     
|           |  |                                                                                                                                                  |  |     
|           |  |                                                                                                                                                  |  |     
|           |  |                                                                                                                                                  |  |     
|           |  |                                                                                                                                                  |  |     





---

##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. |  | FINANCIAL STATEMENTS
|------- |  | --------------------



CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Balance Sheets



|                                                                                                                                                      |  | September 30, 2003 |             | December 31, 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | -----------------
|                                                                                                                                                      |  | (Unaudited)        |             | (Audited)        
|Assets                                                                                                                                                |  |                    |             |                  
|Cash and due from banks                                                                                                                               |  | $                  | 7,891,263   |                  
|Interest-bearing deposits in other financial institutions                                                                                             |  |                    | 8,194,319   |                  
|Federal funds sold                                                                                                                                    |  |                    | 56,604      |                  
|                                                                                                                                                      |  |                    |             |                  
|                                                                                                                                                      |  |                   
|Cash and cash equivalents                                                                                                                             |  |                    | 16,142,186  |                  
|                                                                                                                                                      |  |                   
|Investment securities available for sale                                                                                                              |  |                    | 45,206,501  |                  
|Loans, net                                                                                                                                            |  |                    | 214,721,764 |                  
|Premises and equipment, net                                                                                                                           |  |                    | 7,377,713   |                  
|Federal Home Loan Bank stock, at cost                                                                                                                 |  |                    | 750,000     |                  
|Accrued interest receivable                                                                                                                           |  |                    | 1,119,774   |                  
|Cash surrender value of life insurance                                                                                                                |  |                    | 4,550,726   |                  
|Other assets                                                                                                                                          |  |                    | 1,829,279   |                  
|                                                                                                                                                      |  |                    |             |                  
|                                                                                                                                                      |  |                   
|Total assets                                                                                                                                          |  | $                  | 291,697,943 |                  
|                                                                                                                                                      |  |                    |             |                  
|                                                                                                                                                      |  |                   
|Liabilities and Stockholders Equity                                                                                                                  |  |                    |             |                  
|Deposits:                                                                                                                                             |  |                    |             |                  
|Noninterest-bearing deposits                                                                                                                          |  | $                  | 28,055,894  |                  
|Interest bearing demand deposits                                                                                                                      |  |                    | 94,815,463  |                  
|Savings accounts                                                                                                                                      |  |                    | 7,478,017   |                  
|Time deposits less than $100,000                                                                                                                      |  |                    | 86,593,684  |                  
|Time deposits greater than $100,000                                                                                                                   |  |                    | 31,273,809  |                  
|                                                                                                                                                      |  |                    |             |                  
|                                                                                                                                                      |  |                   
|Total deposits                                                                                                                                        |  |                    | 248,216,867 |                  
|                                                                                                                                                      |  |                   
|Securities sold under agreement to repurchase                                                                                                         |  |                    | 2,536,823   |                  
|Federal Home Loan Bank advances                                                                                                                       |  |                    | 15,000,000  |                  
|Federal Funds Purchased                                                                                                                               |  |                    | 120,000     |                  
|Notes payable                                                                                                                                         |  |                    | 4,000,000   |                  
|Other liabilities                                                                                                                                     |  |                    | 2,688,512   |                  
|                                                                                                                                                      |  |                    |             |                  
|                                                                                                                                                      |  |                   
|Total liabilities                                                                                                                                     |  |                    | 272,562,202 |                  
|                                                                                                                                                      |  |                    |             |                  
|Commitments                                                                                                                                           |  |                    |             |                  
|Stockholders Equity:                                                                                                                                 |  |                    |             |                  
|Preferred stock, no par value; 1,000,000 shares authorized; none issued and outstanding                                                               |  |                    |            |                  
|Common stock, $.10 par value, 4,000,000 shares authorized; 1,468,552 issued and outstanding in 2003; 1,466,767 shares issued and
outstanding in 2002. |  |                    | 146,855     |                  
|Additional paid-in capital                                                                                                                            |  |                    | 9,029,657   |                  
|Retained earnings                                                                                                                                     |  |                    | 9,756,143   |                  
|Accumulated other comprehensive income                                                                                                                |  |                    | 203,086     |                  
|                                                                                                                                                      |  |                    |             |                  
|                                                                                                                                                      |  |                   
|Total stockholders equity                                                                                                                            |  |                    | 19,135,741  |                  
|                                                                                                                                                      |  |                    |             |                  
|                                                                                                                                                      |  |                   
|Total liabilities and stockholders equity                                                                                                            |  | $                  | 291,697,943 |                  
|                                                                                                                                                      |  |                    |             |                  



See accompanying
notes to unaudited consolidated financial statements.



1



---

##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Statements of Earnings

(Unaudited)



|
|

|                                                                                 |  | Three-months ended September 30, |           |   | Nine-months ended September 30, |          
|-------------------------------------------------------------------------------- |  | -------------------------------- | --------- | - | ------------------------------- | ---------
|                                                                                 |  | 2003                             |           |   | 2002                            |          
|Interest and dividend income:                                                    |  |                                  |           |   |                                 |          
|Interest and fees on loans                                                       |  | $                                | 3,648,733 |   |                                 | 3,759,269
|Interest bearing deposits in other financial institutions and federal funds sold |  |                                  | 46,600    |   |                                 | 66,526   
|Interest and dividends on taxable investment securities                          |  |                                  | 255,040   |   |                                 | 260,500  
|Interest on nontaxable investment securities                                     |  |                                  | 72,826    |   |                                 | 47,339   
|                                                                                 |  |                                  |           |   |                                 |          
|Total interest and dividend income                                               |  |                                  | 4,023,199 |   |                                 | 4,133,634
|                                                                                 |  |                                  |           |   |                                 |          
|                                                                                 |  |                                  |           |  
|Interest expense                                                                 |  |                                  |           |   |                                 |          
|Deposit accounts                                                                 |  |                                  | 1,082,296 |   |                                 | 1,405,405
|Other borrowings                                                                 |  |                                  | 139,995   |   |                                 | 113,718  
|                                                                                 |  |                                  |           |   |                                 |          
|Total interest expense                                                           |  |                                  | 1,222,291 |   |                                 | 1,519,123
|                                                                                 |  |                                  |           |   |                                 |          
|                                                                                 |  |                                  |           |  
|Net interest income                                                              |  |                                  | 2,800,908 |   |                                 | 2,614,511
|                                                                                 |  |                                  |           |  
|Provision for loan losses                                                        |  |                                  | 135,000   |   |                                 | 266,250  
|                                                                                 |  |                                  |           |   |                                 |          
|                                                                                 |  |                                  |           |  
|Net interest income after provision for loan losses                              |  |                                  | 2,665,908 |   |                                 | 2,348,261
|                                                                                 |  |                                  |           |  
|Other income:                                                                    |  |                                  |           |   |                                 |          
|Service charges on deposit accounts                                              |  |                                  | 246,567   |   |                                 | 203,252  
|(Loss) gain on sale of loans                                                     |  |                                  | (10,597   | ) |                                 | 7,648    
|Gain on sale of fixed assets                                                     |  |                                  | 6,654     |   |                                 |         
|Gain on sale of investment securities                                            |  |                                  | 22,681    |   |                                 |         
|Loss on sale of other real estate owned                                          |  |                                  | (1,500    | ) |                                 | (27,501  
|Other                                                                            |  |                                  | 152,316   |   |                                 | 188,706  
|                                                                                 |  |                                  |           |   |                                 |          
|Total other income                                                               |  |                                  | 416,121   |   |                                 | 372,105  
|                                                                                 |  |                                  |           |   |                                 |          
|                                                                                 |  |                                  |           |  
|Other expenses:                                                                  |  |                                  |           |   |                                 |          
|Salaries and employee benefits                                                   |  |                                  | 1,287,629 |   |                                 | 1,113,904
|Occupancy                                                                        |  |                                  | 412,698   |   |                                 | 409,700  
|Other                                                                            |  |                                  | 459,449   |   |                                 | 380,460  
|                                                                                 |  |                                  |           |   |                                 |          
|Total other expenses                                                             |  |                                  | 2,159,776 |   |                                 | 1,904,064
|                                                                                 |  |                                  |           |   |                                 |          
|                                                                                 |  |                                  |           |  
|Earnings before income taxes                                                     |  |                                  | 922,253   |   |                                 | 816,302  
|                                                                                 |  |                                  |           |   |                                 |          
|                                                                                 |  |                                  |           |  
|Income tax expense                                                               |  |                                  | 292,070   |   |                                 | 260,060  
|                                                                                 |  |                                  |           |   |                                 |          
|                                                                                 |  |                                  |           |  
|Net earnings                                                                     |  | $                                | 630,183   |   |                                 | 556,242  
|                                                                                 |  |                                  |           |   |                                 |          
|                                                                                 |  |                                  |           |  
|Basic earnings per share                                                         |  | $                                | 0.43      |   |                                 | 0.38     
|                                                                                 |  |                                  |           |   |                                 |          
|                                                                                 |  |                                  |           |  
|Diluted earnings per share                                                       |  | $                                | 0.39      |   |                                 | 0.36     
|                                                                                 |  |                                  |           |   |                                 |          



See accompanying
notes to unaudited consolidated financial statements.



2



---

##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Statements of Comprehensive Income

(Unaudited)



|                                                                               |  | Three-months endedSeptember 30, |          |   | Nine-months endedSeptember 30, |         
|------------------------------------------------------------------------------ |  | ------------------------------- | -------- | - | ------------------------------ | --------
|                                                                               |  | 2003                            |          |   | 2002                           |         
|                                                                               |  |                                 |          |  
|Net earnings                                                                   |  | $                               | 630,183  |   |                                | 556,242 
|                                                                               |  |                                 |          |  
|Other comprehensive income, net of tax:                                        |  |                                 |          |   |                                |         
|Unrealized holding (losses) gains on investment securities available for sale: |  |                                 | (313,431 | ) |                                | 341,647 
|Associated benefit (taxes)                                                     |  |                                 | 112,835  |   |                                | (122,993
|                                                                               |  |                                 |          |  
|Reclassification adjustment for losses (gains) included in earnings            |  |                                 | (22,681  | ) |                                | (2,781  
|Associated taxes                                                               |  |                                 | 8,165    |   |                                | 1,001   
|                                                                               |  |                                 |          |   |                                |         
|                                                                               |  |                                 |          |  
|Other comprehensive income                                                     |  |                                 | (215,112 | ) |                                | 216,874 
|                                                                               |  |                                 |          |   |                                |         
|                                                                               |  |                                 |          |  
|Comprehensive income                                                           |  | $                               | 415,071  |   |                                | 773,116 
|                                                                               |  |                                 |          |   |                                |         



See accompanying
notes to unaudited consolidated financial statements.



3



---

##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                  |  | Nine-months endedSeptember 30, |            
|--------------------------------------------------------------------------------- |  | ------------------------------ | -----------
|                                                                                  |  | 2003                           |            
|Cash flows from operating activities:                                             |  |                                |            
|Net earnings                                                                      |  | $                              | 1,745,090  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                |            
|Provision for loan losses                                                         |  |                                | 405,000    
|Depreciation, amortization, and accretion, net                                    |  |                                | 638,507    
|Net gain on sale of investment securities                                         |  |                                | (57,104    
|Net gain on sale of premises and equipment                                        |  |                                | (11,354    
|Net loss on sale of real estate owned                                             |  |                                | 17,992     
|Net gain on sale of loans                                                         |  |                                | (25,098    
|Increase in cash surrender value of life insurance                                |  |                                | (209,135   
|Decrease in accrued interest receivable                                           |  |                                | 8,214      
|Increase in other assets                                                          |  |                                | (93,928    
|Increase in other liabilities                                                     |  |                                | 1,340,117  
|                                                                                  |  |                                |            
|Net cash provided by operating activities                                         |  |                                | 3,758,301  
|                                                                                  |  |                                |            
|                                                                                  |  |                               
|Cash flows from investing activities:                                             |  |                                |            
|Proceeds from maturing investment securitiesavailable for sale                   |  |                                | 30,174,942 
|Purchases of investment securitiesavailable for sale                             |  |                                | (45,384,229
|Proceeds from sales of investments securitiesavailable for sale                  |  |                                | 3,317,559  
|Loan originations, net                                                            |  |                                | (39,475,630
|Proceeds from sales of real estate owned                                          |  |                                | 181,033    
|Proceeds from sale of loans                                                       |  |                                | 15,086,090 
|Proceeds invested in life insurance contracts                                     |  |                                |           
|Proceeds from sales of premises and equipment                                     |  |                                | 426,512    
|Purchases of premises and equipment                                               |  |                                | (1,384,723 
|                                                                                  |  |                                |            
|Net cash used in investing activities                                             |  |                                | (37,058,446
|                                                                                  |  |                                |            
|                                                                                  |  |                               
|Cash flows from financing activities:                                             |  |                                |            
|Net increase in deposit accounts                                                  |  |                                | 16,429,411 
|Net increase in securities sold under agreements to repurchase                    |  |                                | 452,219    
|Proceeds from Federal Home Loan Bank advances                                     |  |                                | 10,000,000 
|Repayment of line of credit                                                       |  |                                |           
|Proceeds from the issuance of long term debt                                      |  |                                |           
|Dividends paid                                                                    |  |                                | (161,375   
|Common stock issued through exercise of options                                   |  |                                | 36,153     
|Common stock repurchased and retired                                              |  |                                | (12,264    
|                                                                                  |  |                                |            
|Net cash provided by (used in) financing activities                               |  |                                | 26,744,144 
|                                                                                  |  |                                |            
|                                                                                  |  |                               
|Increase (decrease) in cash and cash equivalents                                  |  |                                | (6,556,001 
|                                                                                  |  |                               
|Cash and cash equivalents at beginning of period                                  |  |                                | 22,698,187 
|                                                                                  |  |                                |            
|                                                                                  |  |                               
|Cash and cash equivalents at end of period                                        |  | $                              | 16,142,186 
|                                                                                  |  |                                |            
|                                                                                  |  |                               
|Non-cash activities effecting investing activities:                               |  |                                |            
|Transfer of loans to other real estate owned                                      |  | $                              | 256,681    
|                                                                                  |  |                                |            
|Supplemental disclosure of cash flow information:                                 |  |                                |            
|                                                                                  |  |                               
|Interest paid                                                                     |  | $                              | 3,494,266  
|                                                                                  |  |                                |            
|Income taxes paid                                                                 |  | $                              | 617,040    
|                                                                                  |  |                                |            



See accompanying
notes to unaudited consolidated financial statements.



4



---

##### 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 nine-month periods ended September 30, 2003, and 2002 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 nine-month periods ended September 30, 2003, are not necessarily indicative of the results for the entire year ending December 31, 2003.



|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 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 September 30, 2003, and 2002 would have been reduced to the pro forma amounts indicated below:



|                           |  |             |  | Three-months ended September 30, |         | Nine-months ended September 30,
|-------------------------- |  | ----------- |  | -------------------------------- | ------- | -------------------------------
|                           |  |             |  | 2003                             |         | 2002                           
|Net earnings               |  | As reported |  | $                                | 630,183 |                                
|                           |  | Pro forma   |  | $                                | 626,064 |                                
|                           |  |             |  |                                  |        
|Basic earnings per share   |  | As reported |  | $                                | 0.43    |                                
|                           |  | Pro forma   |  | $                                | 0.43    |                                
|                           |  |             |  |                                  |        
|Diluted earnings per share |  | As reported |  | $                                | 0.39    |                                
|                           |  | Pro forma   |  | $                                | 0.39    |                                



The difference between the net
earnings as reported and pro forma is the expense associated with the grants, which would have been earned in the period. This expense was calculated based on the



5



---

##### Table of Contents

number of options vested during the period multiplied by the fair value at the time of grant, net of tax effect. No
options have been granted since December 31, 2002.



|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, 2002, 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 consolidated financial statements.



|5. | Dividends Payable
|-- | -----------------



On September 17, 2003, the Company declared a $0.06 dividend to shareholders of record on October 2, 2003, with a payment date of October 17, 2003.



|6. | Earnings per share
|-- | ------------------



Basic earnings per share excludes dilution and is computed by dividing net income by weighted average shares outstanding which includes Management Stock Bonus Plan (MSBP) shares which have been awarded whether vested
or not and excludes unallocated shares under the Companys Employee Stock Ownership Plan (ESOP) until they are committed to be released for allocation. Diluted earnings per share is computed by dividing net income by weighted average shares
outstanding plus potential common stock resulting from diluted stock options. The following table sets forth the information as to the calculation of diluted and basic earnings per share. Per share earnings for 2002 have been adjusted to reflect the
3 for 2 stock split paid to shareholders of record on December 4, 2002.



For the three-months ended September 30, 2003



|                                 |  | NetEarnings |         | CommonShares |           | Per ShareAmount |  
|-------------------------------- |  | ----------- | ------- | ------------ | --------- | --------------- | -
|Basic earnings per share         |  | $           | 630,183 |              | 1,467,163 |                 | $
|                                 |  |             |        
|Effect of dilutive common stock: |  |             |         |              |           |                 |  
|Stock options                    |  |             |         |              | 155,151   |                 |  
|                                 |  |             |         |              |           |                 |  
|                                 |  |             |        
|Diluted earnings per share       |  | $           | 630,183 |              | 1,622,314 |                 | $
|                                 |  |             |         |              |           |                 |  



6



---

##### Table of Contents

For the three-months ended September 30, 2002



|                                 |  | NetEarnings |         | CommonShares |           | Per ShareAmount |  
|-------------------------------- |  | ----------- | ------- | ------------ | --------- | --------------- | -
|Basic earnings per share         |  | $           | 556,242 |              | 1,466,675 |                 | $
|                                 |  |             |        
|Effect of dilutive common stock: |  |             |         |              |           |                 |  
|Stock options                    |  |             |         |              | 91,451    |                 |  
|                                 |  |             |         |              |           |                 |  
|Diluted earnings per share       |  | $           | 556,242 |              | 1,558,126 |                 | $
|                                 |  |             |         |              |           |                 |  



For the nine-months
ended September 30, 2003



|                                 |  | NetEarnings |           | CommonShares |           | Per ShareAmount |  
|-------------------------------- |  | ----------- | --------- | ------------ | --------- | --------------- | -
|Basic earnings per share         |  | $           | 1,745,090 |              | 1,467,214 |                 | $
|                                 |  |             |          
|Effect of dilutive common stock: |  |             |           |              |           |                 |  
|Stock options                    |  |             |           |              | 137,769   |                 |  
|                                 |  |             |           |              |           |                 |  
|Diluted earnings per share       |  | $           | 1,745,090 |              | 1,604,983 |                 | $
|                                 |  |             |           |              |           |                 |  



For the nine-months
ended September 30, 2002



|                                 |  | NetEarnings |           | CommonShares |           | Per ShareAmount |  
|-------------------------------- |  | ----------- | --------- | ------------ | --------- | --------------- | -
|Basic earnings per share         |  | $           | 1,428,207 |              | 1,467,591 |                 | $
|                                 |  |             |          
|Effect of dilutive common stock: |  |             |           |              |           |                 |  
|Stock options                    |  |             |           |              | 96,312    |                 |  
|                                 |  |             |           |              |           |                 |  
|                                 |  |             |          
|Diluted earnings per share       |  | $           | 1,428,207 |              | 1,563,903 |                 | $
|                                 |  |             |           |              |           |                 |  



|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



7



---

##### Table of Contents

plans, objectives, expectations, estimates and intentions expressed in 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 and market and monetary fluctuations; the adequacy of the Companys loan loss reserve; 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 potential customers 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; changes in consumers spending and saving habits; 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.



Critical Accounting Policies



In preparing its financial statements, the Company has adopted various accounting policies that comply with accepted accounting principles generally accepted in the
United States of America. Certain accounting policies involve significant judgments and assumptions on the part of management that can have a material impact on the carrying value of assets and liabilities. Management considers such accounting
policies to be critical accounting policies. The Company believes the allowance for loan losses is a critical accounting policy that requires the most significant use of estimates and assumptions in the preparation of its consolidated financial
statements.



The allowance for loan losses is based on managements
judgment of an amount that is adequate to absorb inherent losses in the existing loan portfolio. The allowance for loan losses is established through a provision for losses based on managements evaluation of several factors. The evaluation,
which includes a review of all loans on which full collection may not be reasonably assumed, considers among other matters, economic conditions, the fair market value or the estimated net realizable value of the underlying collateral, the financial
condition of the borrowers, managements estimate of probable credit losses, historical loan loss experience, and other factors that warrant recognition in providing for an adequate loan loss allowance.



Comparison of Financial Condition at September 30, 2003 and December 31, 2002



Assets  The Companys total assets increased by 11.3%,
or $29.7 million, from $262.0 million at December 31, 2002, to $291.7 million at September 30, 2003. Net loans increased 12.6% to $214.7 million at September 30, 2003, up $23.7 million from $191.0 million at December 31, 2002. The Companys
loan growth included an increase of approximately $24.9 million in commercial and commercial real estate loans partially offset by a reduction in the indirect, other consumer loan and consumer real estate mortgage portfolios of $8.3 million,
attributed to payoffs. The investment securities portfolio increased from $33.6 million at December 31, 2002, to $45.2 million at September 30, 2003, an increase of $11.6 million or 34.7%.



8



---

##### Table of Contents

Liabilities  Total deposits at September 30, 2003 were $248.2 million, an increase of $16.4 million, or
7.0%, from $231.8 million at December 31, 2002. Deposit growth of $15.4 million, or 14.2%, was noted during this period for transaction accounts, which include non-interest bearing demand deposit accounts, NOW accounts and money market accounts.
These transaction accounts increased from $107.5 million at December 31, 2002, to $122.9 million at September 30, 2003, of this, non-interest bearing accounts increased by $4.4 million, or 18.8%, from $23.6 million at December 31, 2002, to $28.1
million at September 30, 2003. 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. Time and
savings deposits increased during the nine-month period from $124.3 million at December 31, 2002, to $125.3 million at September 30, 2003, an increase of 0.8%, or $1.0 million. Repurchase agreement balances increased from $2.1 million at December
31, 2002, to $2.5 million at September 30, 2003, an increase of $452,000 or 21.7%. Federal Home Loan Bank (FHLB) advances increased from $5.0 million to $15.0 million as the Bank drew $10.0 million on its line of credit at the FHLB. The
advance has a ten-year term with a call option after three years. The loan is at a fixed rate of 1.983% with interest due quarterly.



Stockholders Equity  Total stockholders equity increased $1.4 million, or 7.9%, from $17.7 million at December 31, 2002, to $19.1 million at
September 30, 2003. This increase was the result of the Companys net income for the period of $1.7 million, which was partially offset by the payment of cash dividends to shareholders of $0.17 per share during 2003. The ratio of
stockholders equity as a percentage of total assets was 6.6% at September 30, 2003, and 6.8% at December 31, 2002. Book value per share increased from $12.09 at December 31, 2002, to $13.03 at September 30, 2003.



Comparison of Operating Results for the Three- and Nine-months ended September 30, 2003,
and September 30, 2002



Net Income- The Company had net income of
$630,000 for the three-month period ended September 30, 2003, compared to net income of $556,000 over the same three-month period in 2002. This represented an increase in net income of $74,000, or 13.3%. During the nine-month period, net income
increased by $317,000, or 22.2%, from $1.4 million in the nine-months ended September 30, 2002 to $1.7 million in the nine-months ended September 30, 2003. During the nine-month period, net interest income increased by $617,000, or 8.3% from $7.5
million in 2002 to $8.1 million in 2003. The provision for loan losses for the 2003 period was $405,000 a decrease of $514,000, or 55.9%, over the same period in 2002 which had a provision expense of $919,000.



Net Interest Income  Net interest income for the three-month period ended
September 30, 2003 increased $186,000, or 7.1%, from $2.6 million in 2002 to $2.8 million for the same period in 2003. As noted above, for the nine-month period, net interest income increased by $617,000, or 8.3%. The increase in the net interest
income is attributed to the relative decline in interest expense as compared to interest income during the period. Interest expense on deposit accounts decreased $1.0 million, or 23.3%, during the nine-month period ending September 30, 2003, as
compared to the nine-month period ending September 30, 2002. For the three-month period, interest expense on deposit accounts decreased $323,000, or 23.0%, from $1.4 million at September 30, 2002, to $1.1 million at September 30, 2003. This decrease
is due primarily to the overall decline in interest rates and the continuing repricing of certificates of deposits during 2003. The secondary reason for the decline is a shift from higher cost time deposits to lower cost transaction accounts.
Transaction accounts as a percentage of total deposits increased to 49.5% at September 30, 2003, from 44.2% at September 30, 2002. In the short term, due to a negative gap position, the Bank would experience a decline in net interest income during a
rising rate environment.



9



---

##### Table of Contents

Provision for Loan Losses  The Banks provision for loan losses decreased $131,000 for the three-month
period ended September 30, 2003, compared to the same period in 2002, decreasing to $135,000 from $266,000. For the nine-month period, the provision decreased $514,000, from $919,000 in 2002 to $405,000 in 2003. The loan loss provision was increased
in the period ending March 31, 2002, in consideration of a $305,000 charge-off of a commercial loan during the first quarter of 2002. For this loan, a partial recovery was taken when the loan was restructured with a specific allocation set up in the
allowance for loan losses for the difference in the charged-off balance and the partial recovery. At September 30, 2003, the allowance for loan losses as a percentage of total outstanding loans was 1.18%. The reduction in the reserve as a percentage
of outstanding loans is due to the charge-off of two commercial loans (one of which was noted above as charged-off but restructured in 2002). These loans had been restructured and assigned specific allowances in the reserve. One of the loans
continues to pay as agreed under the restructure, however it will be handled ongoing as a recovery. The second loan was charged-off as a part of a negotiated settlement. 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 September 30, 2003, totaled $3.8 million as compared to $1.4 million at
December 31, 2002. This increase is primarily due to one relationship with a weakened cash flow that is well collateralized and performing. There were no loans classified as doubtful for either period. Non-accrual loans decreased from $625,000 at
December 31, 2002, to $580,000 at September 30, 2003. Net charge-offs during the nine-month period ending September 30, 2003 totaled $429,000 or 0.20% of net loans outstanding. (Of the net charge-off total, $274,000 had been reserved through a
special allocation discussed earlier.)



Other Income  Service
charges on deposit accounts increased 20.2%, or $116,000, during the nine-months ended September 30, 2003, increasing from $573,000 at September 30, 2002, to $689,000 at September 30, 2003. For the three-month period ending September 30, 2003,
service charges on deposit accounts increased 21.3%, or $43,000, from $203,000 at September 30, 2002, to $247,000 at September 30, 2003. The increase is attributable primarily to the increased number of transaction accounts. Gains on sale of
investment securities increased $27,000, or 90.7%, for the nine-month period ending September 30, 2003 to $57,000 over the nine-month period ending September 30, 2002, which had gains of $30,000.



Other Expenses  Other expenses for the nine-month period ended September 30,
2003, increased $722,000, or 12.9%, from $5.6 million for the nine-month period ended September 30, 2002 to $6.3 million for the same period in 2003. For the three-month period ended September 30, 2003, other expenses increased $256,000, or 13.4%.
Salaries and employee benefits increased to $3.7 million for the nine-month period ended September 30, 2003, compared to $3.2 million during the same nine-month period in 2002, an increase of $521,000, or 16.3%. For the three-month period ended
September 30, 2003, salaries and employee benefits increased to $1.3 million as compared to $1.1 million for the same period in 2002. This represents an increase of $175,000 or 15.6%. The increases are primarily due to the addition of two production
officers.



10



---

##### Table of Contents

Liquidity and Capital Resources  The Banks short-term liquidity was 17.26% on September 30, 2003. 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. 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 $35.0 million at September 30, 2003, with $15.0 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. At September 30, 2003, the Bank had issued commitments to extend
credit of $37.9 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 September 30, 2003, 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 September 30, 2003, total risk based
capital ratios were 10.73% for the bank and 11.05% for the consolidated company. Tier 1 capital to risk weighted assets was 9.61% for the Bank and 9.93% for the consolidated company. The Tier 1 capital to average asset ratio (leverage ratio) was
7.66% for the Bank and 7.94% 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 its management, including its 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, the Chief Executive Officer and Chief Financial
Officer concluded that the disclosure controls and procedures are effective in ensuring that material information relating to the Company, including its 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 the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of the
evaluation.



11



---

##### 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 effect on
its financial condition or results of operation.



|Item 2. |  | Changes in Securities
|------- |  | ---------------------



NONE



|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 and Reports on Form 8-K
|------- |  | --------------------------------



|(a) | Exhibits  The following exhibits are filed with this report.
|--- | -------------------------------------------------------------



|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



|(b) | Reports on Form 8-K.
|--- | --------------------



On July 15, 2003, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K, which included as an exhibit thereto the
Companys press release dated July 14, 2003 providing its then current expectations for its financial performance for the quarter ended June 30, 2003, including total assets, net income, basic earnings per share, net interest margin, efficiency
ratios, total loans (at end of period), non-performing loans (at end of period), loan loss provision, loan loss reserve (at end of period) and consolidated equity (at end of period). The information contained in the Current Report on Form 8-K was
furnished to the Securities and Exchange Commission pursuant to Item 12 under Item 9 of Form 8-K as directed by the Securities and Exchange Commission in Release No. 34-47583.



12



---

##### 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: |  | November 14, 2003 |  | 
|      |  |                   |  | 
|      |  |                   |  | 



|      |  |                   |  | 
|----- |  | ----------------- |  | 
|Date: |  | November 14, 2003 |  | 
|      |  |                   |  | 
|      |  |                   |  | 



13