U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended: June 30, 1997
-------------
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
---------------- ----------------
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 (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
101 North Main Street
Jonesboro, Georgia 30236
----------------------------------------
(Address of Principal Executive Offices)
(770) 478-8881
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
Number of shares outstanding of each of the issuer's classes of common equity:
As of August 8, 1997, there were issued and outstanding 824,310 shares of the
registrant's common stock.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE>
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
<S> <C>
Item 1. Financial Statements:
Consolidated Balance Sheets as of
June 30, 1997 and December 31, 1996...........................................1
Consolidated Statements of Income
for the three months and six months ended
June 30, 1997 and June 30, 1996 ..............................................2
Consolidated Statements of Cash Flows
for the six months ended
June 30, 1997 and June 30, 1996 ..............................................3
Notes to Consolidated Financial Statements ...................................5
Item 2. Management's Discussion and Analysis or Plan of Operation ........................7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ...........................................................11
Item 2. Changes in Securities........................................................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 and Reports on Form 8-K ............................................11
Signatures .............................................................................12
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
----------- ------------
(Unaudited) (Unaudited)
ASSETS
------
<S> <C> <C>
Cash and due from banks $ 4,045,597 2,059,373
Interest-bearing deposits in other financial institutions 318,396 2,688,113
Investment securities available for sale 6,904,297 6,473,228
Mortgage-backed securities available for sale 2,684,358 9,310,804
Federal Home Loan Bank stock, at cost 1,013,200 1,013,200
Loans receivable, net 81,816,033 64,376,355
Accrued interest and dividends receivable 350,109 438,000
Premises and equipment, net 2,709,860 1,871,417
Real estate owned - -
Other assets 958,704 278,807
----------- -----------
Total assets $ 100,800,554 88,509,297
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits $ 78,041,819 66,766,840
Advance payments by borrowers for
property taxes and insurance 218,723 153,134
Deferred income taxes 388,031 352,940
Federal Home Loan Bank advances 9,800,000 7,500,000
Dividends payable 230,914 429,038
Other liabilities 342,246 169,722
----------- -----------
Total liabilities 89,021,733 75,371,674
----------- -----------
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; 824,310 shares issued in 1997 and
915,900 in 1996; outstanding 820,120 in 1997
and 899,232 in 1996 82,431 91,590
Additional paid-in-capital 6,042,749 7,470,917
Retained earnings 6,316,223 6,475,785
Unearned ESOP shares (576,000) (612,000)
Unearned compensation (424,195) (371,304)
Treasury stock, at cost (50,641) (202,519)
Net unrealized holding gains on investment and
mortgage-backed securities available for sale 388,254 285,154
----------- -----------
Total stockholders' equity 11,778,821 13,137,623
----------- -----------
Total liabilities and stockholders' equity $ 100,800,554 88,509,297
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
1
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- ----------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Interest and dividend income:
Loans $ 1,642,375 977,213 3,027,263 1,922,590
Interest-bearing deposits in
other financial institutions 6,701 16,885 38,191 46,486
Investment securities 63,348 229,116 133,484 480,880
Mortgage-backed securities 52,560 162,610 127,797 301,861
Dividends on Federal Home Loan Bank stock 18,562 18,264 36,675 36,528
--------- --------- --------- ---------
Total interest and dividend income 1,783,546 1,404,088 3,363,410 2,788,345
Interest expense
Deposit accounts 794,576 611,378 1,526,844 1,251,258
Federal Home Loan Bank advances 92,310 - 135,185 -
--------- --------- --------- ---------
Total interest expense 886,886 611,378 1,662,029 1,251,258
--------- --------- --------- ---------
Net interest income 896,660 792,710 1,701,381 1,537,087
Provision for loan losses 32,500 7,354 51,500 14,192
--------- --------- --------- ---------
Net interest income after provision
for loan losses 864,160 785,356 1,649,881 1,522,895
--------- --------- --------- ---------
Other income:
Loan fees and service charges on deposit accounts 167,477 87,530 325,043 166,691
Gain on sale of loans - - 24,647 -
Gain on sale of investments and mortgage-backed
securities 178,851 - 355,565 -
Other operating income 30,639 21,915 59,530 91,124
--------- --------- --------- ---------
Total other income 376,967 109,445 764,785 257,815
--------- --------- --------- ---------
Other expenses:
Salaries and employee benefits 713,268 309,239 1,398,777 598,405
Occupancy 242,172 133,064 439,316 249,955
Federal insurance premiums 10,709 34,886 20,630 69,844
Other 251,657 128,116 483,138 284,480
--------- --------- --------- ---------
Total other expenses 1,217,806 605,305 2,341,861 1,202,684
--------- --------- --------- ---------
Income before income taxes 23,321 289,496 72,805 578,026
Income tax expense 6,622 97,583 25,482 196,871
--------- --------- --------- ---------
Net income $ 16,699 191,913 47,323 381,155
========= ========= ========= =========
Net income per share $ .02 .18 .06 .35
========= ========= ========= =========
Weighted average shares outstanding $ 769,442 1,064,738 792,125 1,082,776
========= ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 47,323 381,155
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Provision for loan losses 51,500 14,192
Depreciation, amortization, and accretion, net 92,226 100,688
Amortization of management stock bonus plan expense 97,109 15,036
Net gain on sale of investment securities and
mortgage-backed securities (355,565) -
Decrease (increase) in accrued interest and
dividends receivable 87,891 (2,802)
Increase in other assets (679,897) (37,790)
Increase(decrease) in other liabilities 172,524 (25,524)
Other, net (24,305) (36,435)
----------- ------------
Net cash (used in) provided by operating activities (511,194) 408,520
--------- ----------
Cash flows from investing activities:
Proceeds from maturing investment securities
available for sale 914,405 4,069,798
Proceeds from sales of investment securities
available for sale 553,488 3,000,307
Purchases of investment securities available for sale (989,063) -
Purchases of investment securities held to maturity - (4,320,647)
Principal repayments on mortgage-backed securities
available for sale 946,779 901,890
Proceeds from sales of mortgage-backed securities
available for sale 5,261,442 622,753
Purchase of mortgage-backed securities held to maturity - (2,709,100)
Loan (originations) repayments, net (19,208,926) (3,556,103)
Proceeds from sale of loans 1,803,570 2,455,221
Purchases of premises and equipment (990,100) (70,815)
Sale of real estate owned - (75,626)
----------- -----------
Net cash (used in) provided by investing activities (11,708,405) 317,678
------------ -----------
</TABLE>
3
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from financing activities:
Net increase in savings and
demand deposit accounts 2,081,672 87,482
Net increase (decrease) in certificates of deposits 9,193,307 (557,095)
Increase in Federal Home Loan Bank advances 2,300,000 500,000
Net increase in advance payments by
borrowers for property taxes and insurance 65,589 199,059
Dividends paid (405,010) (391,387)
ESOP shares allocated 57,600 80,036
Common stock repurchased and retired (1,457,052) (729,022)
----------- ----------
Net cash provided by (used in) financing activities 11,836,106 (810,927)
---------- ----------
Decrease in cash and cash equivalents (383,493) (84,729)
Cash and cash equivalents at beginning of period $ 4,747,486 2,771,882
--------- ---------
Cash and cash equivalents at end of year $ 4,363,993 2,687,153
=========== ==========
Supplemental disclosure of cash flow information:
Interest paid $ 1,518,614 1,260,150
=========== ==========
Income taxes paid 63,860 162,216
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
---------------------
The consolidated financial statements for the three and six month periods ended
June 30, 1997 and 1996 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 and operating
results 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 six month period ended June 30, 1997 are not
necessarily indicative of the results for the entire year ending December 31,
1997.
2. 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 September 30, 1996 filed with
the Securities and Exchange Commission.
3. Reclassifications
-----------------
Certain amounts in the prior period financial statements have been reclassified
to conform to the presentation used in the current period consolidated financial
statements.
4. Cash Dividend
-------------
On December 11, 1996, the Company declared a semi-annual cash dividend of $.25
per share and a special cash dividend of $.25 per share to stockholders of
record on December 25, 1996. These dividends were paid on January 15, 1997.
On June 12, 1997, the Company declared a semi-annual cash dividend of $ .275 per
share to stockholders of record on June 30, 1997. These dividends were paid on
July 15, 1997.
5. Change in Year-end
------------------
On December 10, 1996, the Company's board of directors approved a change in the
Company's year-end from September 30 to December 31. The Company filed its
transition report on Form 10-QSB for the period from October 1, 1996 to December
31, 1996.
5
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
6. Repurchase of Common Stock
--------------------------
The Company retired 190,250 shares of common stock held as treasury stock at
September 30, 1996. In addition, the Company purchased and retired an additional
91,590 and 84,100 shares of the Company's common stock during the six-month
period ended June 30, 1997 and the three-month period ended December 31, 1996,
respectively.
7. Name Change
-----------
Effective February 4, 1997, the Office of Thrift Supervision ("OTS") gave
approval for the Association to change its name to Heritage Bank. This name has
been fully phased in to all its markets.
8. Recent Accounting Pronouncements
--------------------------------
In January 1997, the Securities and Exchange Commission approved rule amendments
(the Release) regarding disclosures about derivative financial instruments,
other financial instruments and derivative commodity instruments. The Release
requires inclusion in the footnotes to the financial statements of extensive
detail about the accounting policies followed by a registrant in connection with
its accounting for derivative financial instruments and derivative commodity
instruments. The accounting policy requirements become effective for all
registrants for filings that include financial statements for periods ending
after June 15, 1997. The Company does not presently have any derivative
financial instruments or derivative commodity instruments as defined in the
Release.
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share". SFAS No.
128 supersedes Accounting Principles Board Opinion No. 15 "Earnings Per Share"
and specifies the computation, presentation, and disclosure requirements for
earnings per share (EPS) for entities with publicly held common stock or
potential issuable common stock. SFAS No. 128 replaces the presentation of
primary EPS with a presentation of basic EPS and fully diluted EPS with diluted
EPS. It also requires dual presentation of basic and diluted EPS on the face of
the income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation.
SFAS No. 128 is effective for financial statements for both interim and annual
periods ending after December 15, 1997. The expected impact on the Company's
financial statements of the provisions of SFAS No. 128 is not expected to be
material.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Comparison of Financial Condition at June 30, 1997 and December 31, 1996
Assets - The Company's assets increased by 13.1%, or $11.6 million, between
December 31, 1996 and June 30, 1997. Loans receivable increased 27% to $81.8
million at June 30, 1997, up $17.4 million from $64.4 million at December 31,
1996. The Company's loan growth is primarily centered in the commercial lending
and single family construction loans. Commercial loans have increased $6.2
million and construction loans by $8.7 million due primarily to the addition of
new loan originators at the main office in Clayton County and entry into the
Henry (McDonough) and Fayette (Fayetteville) County markets. In order to fund a
portion of this loan growth, cash, interest bearing deposits in other financial
institutions and investment and mortgage-backed securities, combined, decreased
by $6.5 million, or 31.7%, to $14.0 million at June 30, 1997 from $20.5 million
at December 31, 1996. Other assets increased to $959,000, of which $683,000
represents construction in progress on the Company's two new full service
offices in McDonough and Fayetteville, Georgia. In addition, premises and
equipment increased by $838,000 or 44.8% from December 31, 1996 to June 30, 1997
which is primarily due to the renovation of the bank's main office in Jonesboro
and the set up of temporary banking facilities in McDonough and Fayetteville,
Georgia. The Company opened temporary banking facilities in Fayetteville and
McDonough, Georgia in February 1997 and April 1997, respectively.
Liabilities - Total deposits during the six months ended June 30, 1997 grew to
$78.0 million, an increase of $11.2 million, or 16.8%, from $66.8 million at
December 31, 1996. The increase in deposits is a result of general deposit
growth at the main office in Jonesboro and the Company's entry into the Henry
and Fayette county markets. Federal Home Loan Bank advances also increased $2.3
million or 31% from $7.5 million at December 31, 1996 compared to $9.8 million
at June 30, 1997. The increases in deposits and Federal Home Loan Bank advances
provided the necessary funding for the balance sheet growth.
Stockholders' Equity - Stockholders' equity decreased $1.3 million, or 9.9%,
from $13.1 million at December 31, 1996 to $11.8 million at June 30, 1997. This
decrease was primarily the result of the Company's repurchase of 91,590 shares
of its common stock for $1.5 million during the six months ended June 30, 1997.
In addition, the Company declared a semi-annual dividend totaling $207,000. The
ratio of stockholders' equity as a percentage of total assets decreased to 11.7%
at June 30, 1997 from 14.8% at December 31, 1996. Book value per share decreased
to $14.29 at June 30, 1997 from $14.61 at December 31, 1996.
Comparison of Operating Results for the Three Months Ended June 30, 1997 and
1996
Performance Overview
Net Income - The Company's net income of $17,000 for the three-month period
ended June 30, 1997 decreased by $175,000, or 91.3%, from net income of $
192,000 for the same period in 1996. This decrease was primarily due to an
increase of $ 613,000, or 101%, in other expenses, offset by gains on sales of
investment and mortgage-backed securities of $ 179,000.
The increase in other expenses represents costs associated with the opening,
staffing and equipping of the Fayetteville and McDonough offices, as well as,
the hiring of additional personnel in Heritage Bank's Jonesboro office in order
to provide its customers with additional loan products. A reduction in net
income
7
<PAGE>
compared to prior periods, as a result of these increased expenses, is expected
by management of the Company to continue for the remainder of 1997 until the new
offices mature and higher levels of loan and deposit activity are achieved. The
Company believes that this expansion of markets, personnel, products and
services should enhance long-term shareholder value and does not expect the
decrease in earnings will be as great after 1997. This statement of beliefs
concerning the expansion of the Company is a forward looking statement. The
Private Securities Litigation Reform Act of 1995 (the "Act") provides protection
to the Company in making certain forward looking statements that are accompanied
by meaningful cautionary statements that identify important factors that could
cause actual results to differ materially from the forward looking statement. As
with any expansion, if new offices or additional personnel do not ultimately
result in increased loan and deposit activity and increased net income, these
expenses would continue to have an adverse affect on net income during 1998 and
in future periods.
Net Interest Income - Net interest income for the three-month period ended June
30, 1997 increased $104,000 or 13.1 %, from $793,000 in 1996 to $897,000 for the
same period in 1997. The increase in the average balance of loans receivable
during the three-month period ended June 30, 1997, compared to the same period
in 1996, resulted in a $665,000, or 68%, increase in interest income from loans
to $1.6 million from $977,000, respectively. Conversely, investment and
mortgage-backed securities interest income decreased $276,000 from 1997 to 1996
to $116,000 from $392,000. The decrease was due to the liquidation of investment
securities to fund loan growth. Interest expense increased $276,000 to $887,000
for the three-month period ended June 30, 1997 from $611,000 for the same period
in 1996. This increase is the result of the increase in deposits and due to FHLB
advances outstanding during the quarter ended June 30, 1997.
Provision for Loan Losses - The Association's provision for loan losses
increased for the three month period ended June 30, 1997 compared to the same
period in 1996 by increasing to $33,000 from $7,000. The increase in the
provision was necessary primarily to maintain the level of loan loss to
outstanding loans, due to strong growth in the loan portfolio. 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. Management
currently believes that its allowance for loan losses is adequate. However,
there can be no assurances that further additions will not be needed.
Other Income - Other income increased 244%, or $268,000, to $377,000 in the
three-month period ended June 30, 1997 from $109,000 for the same period in
1996. This increase was primarily the result of gains on sales of investments
and mortgage-backed securities of $179,000 during the three month period ended
June 30, 1997. There were no sales of interest-earning assets during the same
period in 1996. In addition, due to loan and deposit growth, loan fees and
service charges on deposit accounts increased to $167,000 from $88,000 which
also contributes to the increase in other income.
Other Expenses - Other expenses for the three month period ended June 30, 1997
increased 101% from $605,000 for the three-month period ended June 30, 1996 to
approximately $1.2 million for the same period in 1997, an increase of $613,000.
As discussed above under net income, this increase is the result of additional
personnel hired by the Company since the three-month period ended June 30, 1996.
Salaries and employee benefits increased to $713,000 for the three month period
ended June 30, 1997 compared to $309,000
8
<PAGE>
during the same three-month period in 1996. In addition, occupancy expense
increased $109,000 to $242,000 for the three-month period ended June 30, 1997
from $133,000 during the same period in 1996.
Income Taxes - Effective tax rates during the two three-month periods were
comparable as there were no changes in statutory tax rates.
Liquidity Resources - The Company's wholly-owned subsidiary, Heritage Bank (the
"Bank") is required to maintain minimum levels of liquid assets as defined by
the Office of Thrift Supervision (OTS) regulations. The OTS minimum required
liquidity ratio is 5% and the minimum short-term liquidity ratio is 1%. The
Bank's liquidity ratio averaged 13.0% during June 1997 compared to 27.9% during
the month of June 1996. The Bank manages its liquidity levels in order to meet
funding needs for deposit outflows, payments of real estate taxes and escrow
accounts on mortgage loans, loan funding commitments, and repayments of
borrowings, when applicable. The primary source of funds are deposits,
amortization and prepayments of loans, the sale and maturity of investment and
mortgage-backed securities, short-term Federal Home Loan Bank advances and funds
provided by operations.
Comparison of Operating Results for the Six Months Ended June 30, 1997 and 1996
Performance Overview
Net Income - The Company's net income of $47,000 for the six month period ended
June 30, 1997 was $334,000 or 87.7% less than the same period in 1996 of $
381,000. The decrease resulted principally from an increase in other expenses of
$ 1.1 million or 92% from $1.2 million for the six month period ended June 30,
1996 compared to $2.3 million for the same period in 1997. This increase in
other expenses was partially off-set by $356,000 in gains on sales of
investments and mortgage-backed securities.
As discussed above, the increase in other expenses represents costs associated
with the opening, staffing and equipping of the Fayetteville and McDonough
offices, as well as, the hiring of additional personnel in Heritage Bank's
Jonesboro office in order to provide its customers with additional loan
products.
Net Interest Income - Net interest income for the six-month period ended June
30, 1997 slightly increased by $164,000, or 10.7%, from $1.5 million in 1996 to
$1.7 million for the same period in 1997. The increase in the average balance of
loans receivable during the six-month period ended June 30, 1997, compared to
the same period in 1996, resulted in a $1.1 million, or 57% increase in interest
income from loans to $3 million from $1.9 million. Conversely, investment and
mortgage-backed securities interest income decreased $522,000 from 1997 to 1996
to $261,000 from $783,000. The decrease was due to the liquidation of investment
securities to fund loan growth. Interest expense increased by $411,000 to $1.7
million for the six-month period ended June 30, 1997 from $1.3 million for the
same period in 1996. This increase is the result of the increase in deposits and
due to FHLB advances outstanding for the six months ended June 30, 1997.
Provision for Loan Losses - The provision for loan losses increased to $52,000
for the six month period ended June 30, 1997 compared to $ 14,000 for the six
month period ended June 30, 1996. The increase in the provision was necessary
primarily to maintain the level of loan loss to outstanding loans, due to strong
growth in the loan portfolio.
9
<PAGE>
Other Income - Other income increased 197%, or $507,000, to $765,000 in the
six-month period ended June 30, 1997 from $ 258,000 for the same period in 1996.
This increase was the result of gains on sales of investments of Coca Cola
stock of $356,000 recognized during the six months ended June 30, 1997. There
were no such sales of interest-earning assets during the same period in 1996. In
addition, due to loan and deposit growth, loan fees and service charges on
deposit accounts increased to $325,000 from $167,000 which also contributes to
the increase in other income.
Other Expenses - Other expenses for the six months ended June 30, 1997 increased
92% from $1.2 million for the six-month period ended June 30, 1996 to $2.3
million for the same period in 1997, an increase of $1.1 million. As discussed
above under net income, this increase is the result of additional personnel
hired by the Company since the six-month period ended June 30, 1996. Salaries
and employee benefits increased to $1.4 million for the six month period ended
June 30, 1997 compared to $598,000 during the same six-month period in 1996. In
addition, occupancy expense increased $189,000 to $439,000 for the six-month
period ended June 30, 1997 from $250,000 during the same period in 1996.
Income Taxes - Effective tax rates during the two six-month periods were
comparable as there were no changes in statutory tax rates.
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
NONE
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) Exhibit 11 - Computation of Per Share Earnings
(b) No report on Form 8-K was filed during the second quarter of 1997.
11
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CCF HOLDING COMPANY
Date: August 11, 1997 BY:\s\ David B. Turner
----------------------- ------------------------------------
David B. Turner
President and
Chief Executive Officer
Date: August 11, 1997 BY:\s\ Mary Jo Rogers
----------------------- ------------------------------------
Mary Jo Rogers
Vice President and
Chief Financial Officer
12
Exhibit 11
CCF HOLDING COMPANY AND SUBSIDIARY
Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1997 June 30, 1997
--------------- --------------
<S> <C> <C>
Common stock - shares issued,
net of 4,168 treasury stock 860,832 911,732
Unallocated ESOP shares (59,400) (61,200)
--------- ---------
Common stock - shares outstanding 801,432 850,532
Weighted average ESOP shares - committed 600 1,500
Weighted average shares repurchased (32,590) (59,907)
-------- --------
Weighted average shares outstanding 769,442 792,125
========= ========
Net income per share $ .02 .06
========= ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 4,046
<INT-BEARING-DEPOSITS> 318
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 9,588
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 82,412
<ALLOWANCE> 596
<TOTAL-ASSETS> 100,801
<DEPOSITS> 78,042
<SHORT-TERM> 10,592
<LIABILITIES-OTHER> 388
<LONG-TERM> 0
0
0
<COMMON> 83
<OTHER-SE> 11,697
<TOTAL-LIABILITIES-AND-EQUITY> 100,801
<INTEREST-LOAN> 3,027
<INTEREST-INVEST> 261
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<EPS-PRIMARY> .06
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</TABLE>
