<PAGE>
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, 2000
-------------
[ ] 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 Organization) Identification No.)
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:
At July 7, 2000 979,134 shares of the registrant's common stock were
outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
----- -----
<PAGE>
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements:
Consolidated Balance Sheets as of
June 30, 2000 and December 31, 1999...................... 1
Consolidated Statements of Income
For the three months and six months ended
June 30, 2000 and June 30, 1999.......................... 2
Consolidated Statements of Comprehensive Income
For the three months and six months ended
June 30, 2000 and June 30, 1999.......................... 3
Consolidated Statements of Cash Flows
For the six months ended
June 30, 2000 and June 30, 1999.......................... 4
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 and Use of Proceeds................... 11
Item 3. Defaults upon Senior Securities............................. 11
Item 4. Submission of Matters to a Vote of Security Holders......... 11
Item 5. Other Information........................................... 11
Item 6. Exhibits 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
Assets
------
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- -----------
(Unaudited) (Audited)
<S> <C> <C>
Cash and due from banks $ 3,223,583 5,035,910
Interest-bearing deposit in other financial institutions 137,173 535,920
Federal funds sold 3,850,000 5,760,000
------------ -----------
Cash and cash equivalents 7,210,756 11,331,830
Investment securities available for sale 29,553,539 28,503,446
Loans, net 162,555,960 146,553,417
Premises and equipment, net 6,107,024 5,825,367
Federal Home Loan Bank Stock, at cost 880,000 655,200
Accrued interest receivable 1,587,386 1,306,698
Cash surrender value of life insurance 1,371,273 1,337,344
Other assets 1,674,510 1,268,578
------------ -----------
Total assets $210,940,448 196,781,880
============ ===========
Liabilities and Stockholders' Equity
------------------------------------
Deposits:
Noninterest-bearing deposits $ 14,539,585 10,639,993
Interest-bearing demand deposits 58,634,222 55,163,460
Savings accounts 7,263,302 7,529,549
Time deposits less than $100,000 87,208,070 71,861,450
Time deposits greater than $100,000 25,031,141 20,331,766
------------ -----------
Total deposits 192,676,320 165,526,218
Securities sold under agreement to repurchase 2,582,174 3,998,419
Federal Home Loan Bank advances - 13,100,000
Line of credit 1,400,000 900,000
Other liabilities 1,814,316 1,274,901
------------ -----------
Total liabilities 198,472,810 184,799,538
------------ -----------
Commitments
Stockholders' Equity:
Preferred stock, no par value; 1,000,000 shares
authorized; none issued and outstanding - -
Common stock, $.10 par value, 4,000,000 shares
authorized; 986,849 issued and 979,134 shares
outstanding in 2000; 988,470 issued and 980,855
shares outstanding in 1999. 98,685 98,847
Additional paid-in capital 9,104,675 9,102,457
Retained earnings 4,396,286 3,960,640
Unearned ESOP shares (360,000) (396,000)
Unearned compensation (139,336) (199,190)
Treasury stock, at cost (76,136) (75,876)
Accumulated other comprehensive loss (556,536) (508,536)
------------ -----------
Total stockholders' equity 12,467,638 11,982,342
------------ -----------
$210,940,448 196,781,880
============ ===========
See accompanying notes to consolidated financial statements.
</TABLE>
1
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
2000 1999 2000 1999
---------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Interest and dividend income:
Interest and fees on loans $4,043,741 3,012,708 7,818,729 5,980,328
Interest bearing deposits in other 14,510 137,071 27,253 253,241
financial institutions
Interest and dividends on taxable 472,252 429,679 943,766 797,347
investment securities
Interest on nontaxable investment 9,461 - 20,870 -
securities ---------- ---------- --------- ---------
Total interest and dividend income 4,539,964 3,579,458 8,810,618 7,030,916
Interest expense
Deposit accounts 2,251,500 1,833,802 4,188,968 3,600,502
Other borrowings 116,777 21,660 355,554 32,437
---------- ---------- --------- ---------
Total interest expense 2,368,277 1,855,462 4,544,522 3,632,939
Net interest income 2,171,687 1,723,996 4,266,096 3,397,977
Provision for loan losses 135,000 100,000 275,000 220,700
---------- ---------- --------- ---------
Net interest income after 2,036,687 1,623,996 3,991,096 3,177,277
provision for loan losses
Other income:
Service charges on deposit accounts 146,653 124,451 283,180 244,643
Gain (loss) on sale of loans 1,317 (1,983) 4,377 51,878
Gain on sale of fixed assets - - - 58,359
Gain (loss) on sale of investments - 68,201 (13,026) 68,201
Other 76,025 31,227 136,394 46,739
---------- ---------- --------- ---------
Total other income 223,995 221,896 410,925 469,820
Other expenses:
Salaries and employee benefits 1,022,934 840,258 2,046,394 1,675,301
Occupancy 353,953 277,808 708,710 549,185
Other 365,480 375,312 747,293 709,913
---------- ---------- --------- ---------
Total other expenses 1,742,367 1,493,378 3,502,397 2,934,399
Income before income taxes 518,315 352,514 899,624 712,698
---------- ---------- --------- ---------
Income tax expense 171,752 123,465 313,732 250,965
Net income $ 346,563 229,049 585,892 461,733
========== ========== ========= =========
Basic earnings per share $ .37 .27 .63 .54
Diluted earnings per share $ .36 .26 .61 .51
Weighted average shares outstanding - 934,750 856,516 933,877 856,516
basic
Weighted average shares outstanding - 955,414 892,989 957,496 897,617
diluted
Dividends declared per common share $ .08 .08 .16 .16
See accompanying notes to consolidated financial statements.
</TABLE>
2
<PAGE>
CCF HOLDING COMPANY
Consolidated Statements of Comprehensive Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- --------------------------
June 30 June 30
------------------------- --------------------------
2000 1999 2000 1999
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Net Earnings $346,563 229,049 585,892 461,733
Other comprehensive income, net of tax:
Unrealized losses on investment securities available
for sale:
Holding gains (losses) arising during the period, 9,542 (99,536) (56,081) (183,833)
net of taxes of $5,137, $(60,902),
$(34,314) and $(112,481)
Less: Reclassification adjustment for (gain)loss - (42,312) 8,081 (42,312)
included in earnings, net of taxes of $0, $25,889, -------- -------- ------- --------
$(4,945) and $25,889
Other comprehensive income (loss) 9,542 (141,848) (48,000) (226,145)
-------- -------- ------- --------
Comprehensive income $356,105 87,201 537,892 235,588
======== ======== ======== ========
See accompanying notes to consolidated financial statements.
</TABLE>
3
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 585,892 461,733
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 275,000 220,700
Depreciation, amortization, and accretion, net 278,160 224,501
Compensation expense related to MSBP 45,226 40,386
ESOP shares allocated 54,814 69,250
Net loss(gain) on sale of investment securities 13,026 (68,201)
Net gain on sale of loans (4,377) (51,878)
Net gain on sale of premises and equipment - (58,359)
Increase in accrued interest and dividends receivable (280,687) (80,238)
Increase in other assets (324,753) (593,775)
Increase (decrease) in other liabilities 486,972 (749,981)
------------ ------------
Net cash (used in) provided by operating activities 1,129,273 (585,862)
------------ ------------
Cash flows from investing activities:
Proceeds from maturing investment securities-available for sale - 17,753,400
Purchases of investment securities-available for sale (3,136,194) (21,457,551)
Proceeds from sales of investments securities-available for sale 2,000,000 132,656
Principal repayments of mortgage-backed securities-
available for sale 9,110 40,676
Purchases of FHLB stock (224,800) -
Loan originations, net (21,960,155) (15,959,697)
Proceeds from sale of loans 5,686,989 5,504,495
Proceeds from sale of premises and equipment - 132,722
Purchases of premises and equipment (562,959) (309,083)
------------ ------------
Net cash used in investing activities (18,188,009) (14,162,382)
------------ ------------
Cash flows from financing activities:
Net increase in savings and demand deposit accounts 7,104,108 21,272,134
Net increase in certificates of deposits 20,045,994 22,195
Net (decrease) increase in securities sold under agreements to (1,416,245) 320,293
repurchase
Decrease in Federal Home Loan Bank advances (13,100,000) -
Advances on line of credit 500,000 750,000
Net increase in advance payments by borrowers for
property taxes and insurance 51,271 97,490
Dividends paid (224,831) (210,140)
Cash paid in lieu of fractional shares (34) (835)
Common stock repurchased (22,601) (8,198)
------------ ------------
Net cash provided by financing activities 12,937,662 22,442,939
------------ ------------
(Decrease) increase in cash and cash equivalents (4,121,074) 7,694,695
Cash and cash equivalents at beginning of period 11,331,830 10,352,522
------------ ------------
Cash and cash equivalents at end of period $ 7,210,756 18,047,217
============ ============
Supplemental disclosure of cash flow information:
Interest paid $ 4,420,457 3,142,878
=========== ============
Income taxes paid $ 444,058 662,000
=========== ============
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
---------------------
The consolidated financial statements for the three month and six month periods
ended June 30, 2000 and 1999 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 six-month period ended June 30, 2000 are not
necessarily indicative of the results for the entire year ending December 31,
2000.
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 December 31, 1999 filed with the
Securities and Exchange Commission.
3. 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.
4. Cash Dividend
-------------
On June 21, 2000, the Company declared a cash dividend of $.08 per share to
stockholders of record on July 7, 2000. These dividends were payable on July
24, 2000.
5. Earnings per share
------------------
Basic EPS excludes dilution and is computed by dividing net income by weighted
average shares outstanding which includes Management Stock Bonus Plan shares
which have been awarded whether vested or not and exclude unallocated shares
under the Company's employee stock ownership plan until they are committed to be
released for allocation. Diluted EPS is computed by dividing net income by
weighted average shares outstanding plus potential common stock resulting from
dilutive stock options.
5
<PAGE>
5. Earnings per share (cont'd):
----------------------------
The following is a reconciliation of the amounts used in the computation of both
"basic earnings per share" and "diluted earnings per share".
<TABLE>
<CAPTION>
For the three months ended June 30, 2000
---------------- ---------------- ---------------
Net Earnings Common Shares Per Share
Amount
---------------- ---------------- ---------------
<S> <C> <C> <C>
Basic earnings per share $346,563 934,750 $0.37
Effect of dilutive
common stock issuances:
Stock options 20,664 (.01)
---------------- ---------------- ---------------
Diluted earnings per share $346,563 955,414 $0.36
================ ================ ===============
For the three months ended June 30, 1999
---------------- ---------------- ---------------
Net Earnings Common Shares Per Share
Amount
---------------- ---------------- ---------------
Basic earnings per share $229,049 856,516 $0.27
Effect of dilutive
common stock issuances:
Stock options 36,473 (.01)
---------------- ---------------- ---------------
Diluted earnings per share $229,049 892,989 $0.26
================ ================ ===============
For the six months ended June 30, 2000
---------------- ---------------- ---------------
Net Earnings Common Shares Per Share
Amount
---------------- ---------------- ---------------
Basic earnings per share $585,892 933,877 $0.63
Effect of dilutive
common stock issuances:
Stock options 23,619 (.02)
---------------- ---------------- ---------------
Diluted earnings per share $585,892 957,496 $0.61
================ ================ ===============
For the six months ended June 30, 1999
---------------- ---------------- ---------------
Net Earnings Common Shares Per Share
Amount
---------------- ---------------- ---------------
Basic earnings per share $461,733 856,516 $0.54
Effect of dilutive
common stock issuances:
Stock options 41,101 (.03)
---------------- ---------------- ---------------
Diluted earnings per share $461,733 897,614 $0.51
================ ================ ===============
</TABLE>
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CCF Holding Company (the "Company") may from time to time make written or oral
"forward-looking statements", including statements contained in the Company's
filings with the Securities and Exchange Commission (including this report on
Form 10-QSB), in its reports to stockholders and in other communications by the
Company, which are made in good faith by the Company pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve risks and uncertainties, such as
statements of the Company's plans, objectives, expectations, estimates and
intentions, that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among
others, could cause the Company's financial performance to differ materially
from the plans, objectives, expectations, estimates and intentions expressed in
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 timely development of and acceptance of new products and
services of the Company and the perceived overall value of these products and
services by users, including the features, pricing and quality compared to
competitors' products and services; the willingness of users to substitute
competitors' products and services for the Company's products and services; the
success of the Company in gaining regulatory approval of its products and
services, when required; the impact of changes in financial services' laws and
regulations (including laws concerning taxes, banking, securities and
insurance); technological changes, acquisitions; 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.
Comparison of Financial Condition at June 30, 2000 and December 31, 1999
Assets - The Company's total assets increased by 7.2%, or $14.2 million, between
December 31, 1999 and June 30, 2000. Net loans receivable increased 10.9% to
$162.6 million at June 30, 2000, up $16.0 million from $146.6 million at
December 31, 1999. The Company's loan growth includes growth of approximately
$6.2 million in commercial real estate loans and $4.3 million in 1-4 family
residential construction loans.
Liabilities - Total deposits during the six months ended June 30, 2000 grew to
$192.7 million, an increase of $27.2 million from $165.5 million at December 31,
1999. Deposit growth in transaction accounts amounted to $7.3 million or 11.2%,
of this, $3.9 million was an increase in non-interest bearing accounts. The
Company's wholly-owned subsidiary, Heritage Bank (the "Bank") continues to
stress transaction account growth in its marketing strategy. Certificates of
deposit increased during the six-month period from $92.1 million to $112.2
million, an increase of 21.7%, or $20.1 million. Like most financial
institutions the Bank is striving to find ways to meet its ever-increasing
liquidity demands. As a community bank, the Bank has always been committed to
generating loans and deposits in its local communities, generally foregoing
opportunities that lie outside these market areas, but as the growth of loans
has outpaced the growth in deposits in the community banking industry the
7
<PAGE>
Bank, like most of its peers, has constantly been looking for new sources of
liquidity. The Federal Home Loan Bank has served the Bank well in meeting
liquidity requirements in the past and will continue to play a significant role
in liquidity planning in the future. In addition to the Federal Home Loan Bank,
the Bank has found other sources of funds outside its primary market area during
this calendar year. In this regard, the Bank has been able to go directly to
certain out of area financial institutions and solicit deposits. The deposits
are not "brokered" deposits and are solicited directly from other financial
institutions. The total amount of these deposits on June 30, 2000 was $9.6
million, representing 4.98% of the Bank's total deposit base. These deposits
allowed the Bank to eliminate its daily borrowings from the Federal Home Loan
Bank and create more interest rate stability on the balance sheet. The Bank does
not expect this form of deposit gathering to achieve a significant percentage of
its deposit base in the foreseeable future, as the Bank intends to use it only
as another means of meeting short-term liquidity needs without significantly
disrupting its growth plans.
During the six months ended June 30, 2000, the Company drew an additional
$500,000 on a line of credit of $2,500,000. The current outstanding balance on
this line of credit is $1.4 million. The interest rate charged on this line of
credit is prime minus .50%. The Company paid these funds to the Bank as a
capital infusion. The Bank eliminated its borrowings at the Federal Home Loan
Bank of Atlanta, repaying $13.1 million during the first six months of 2000.
Stockholders' Equity - Stockholders' equity increased $485,000, or 4.05%, from
December 31, 1999 to June 30, 2000. This increase was the result of the
Company's net income, employee stock ownership plan allocations, and management
stock bonus plan expense, which were partially offset by the change in
unrealized losses on securities available for sale. The Company also declared
two quarterly dividends in March, and June 2000, totaling $148,000, which
partially offset the increase in stockholders equity. The ratio of stockholders'
equity as a percentage of total assets was 5.9% at June 30, 2000. At December
31, 1999 the ratio was 6.1%. Book value per share increased from $12.21 at
December 31, 1999 to $12.73 at June 30, 2000.
The following tables present CCF Holding Company's regulatory capital position
at June 30, 2000:
<TABLE>
<CAPTION>
Risk-Based Capital Ratios
-------------------------
<S> <C>
Tier 1 Tangible Capital, Actual 8.50%
Tier 1 Tangible Capital minimum requirement 4.00%
----
Excess 4.50%
====
Total Capital, Actual 9.37%
Total Capital minimum requirement 8.00%
----
Excess 1.37%
====
Leverage Ratio
--------------
Tier 1 Tangible Capital to adjusted total assets
("Leverage Ratio") 6.74%
Minimum leverage requirement 3.00%
----
Excess 3.74%
====
</TABLE>
8
<PAGE>
Comparison of Operating Results for the Three Months and Six Months
Ended June 30, 2000 and June 30, 1999.
Net Income - The Company's net income of $346,563 ($0.37 basic per share and
$0.36 diluted per share) for the three-month period ending June 30, 2000
increased by $117,514, or 51.3%, from $229,049 ($0.27 basic per share and $0.26
diluted per share) over the same three-month period in 1999. Net income of
$585,892 ($0.63 basic per share and $0.61 diluted per share) for the six-month
period ended June 30, 2000 increased by $124,159, or 26.8%, from a net income of
$461,733 ($0.54 basic per share and $0.51 diluted per share) at June 30, 1999.
The increase in net income was primarily due to an increase of net interest
income, generated through loan growth, partially offset by increases in interest
expense. Included in the first two quarters of 1999 were pretax gains totaling
$58,000 related to the sale of fixed assets, $52,000 related to the sale of
loans and $68,000 in pretax gains on the sale of equity securities.
Net Interest Income - Net interest income for the three-month period ended June
30, 2000 increased $448,000, or 26.0%, from $1.7 million in 1999 to $2.2 million
for the same period in 2000. The increase in the average balance of loans
receivable of $32.8 million during the twelve-month period since June 30, 1999,
resulted in an approximate increase of $1.8 million, or 30%, in interest income
from loans for the first two quarters of 2000. Interest income from loans at
June 30, 2000 was $7.8 million as compared to $6.0 million at June 30, 1999.
Interest expense increased $900,000 to $4.5 million for the six-month period
ended June 30, 2000 from $3.6 million for the same period in 1999. This
increase is primarily the result of the increased balances in certificates of
deposits during the first six months of the year 2000.
Provision for Loan Losses - The Bank's provision for loan losses increased for
the six month period ended June 30, 2000 compared to the same period in 1999,
increasing to $275,000 from $220,700. At June 30, 2000 the allowance for non-
mortgage loan losses to the non-mortgage loan portfolio was 1.07% as compared to
1.06% at December 31, 1999. 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
its 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 which has been minimal, and the continued
expected changing mix of loans in the loan portfolio. Loans internally
classified as substandard loans as of June 30, 2000 totaled $689,000 and
$750,000 as of December 31, 1999. Loans classified as doubtful totaled
$217,000 as of June 30, 2000 and at December 31, 1999 doubtful loans totaled
$255,000. Non-accrual loans decreased from $290,000 at December 31, 1999 to
$59,550 at June 30, 2000. Charge offs during the period ending June 30, 2000
totaled $32,700, representing 0.02% of loans outstanding.
Other Income - Service charges on deposit accounts increased $38,000, or 15.6%,
from $245,000 at June 30, 1999 to $283,000 for the same six-month period ending
June 30, 2000. The three-month period ending June 30, 2000 showed an increase
of $22,000 over the same period in 1999. This increase is attributed to the
rising number of transaction accounts. Other income for the six-month period
ending June 30, 1999 includes a net gain on the sale of loans
9
<PAGE>
of $52,000, a net gain on sale of fixed assets of $58,000 and a gain on sale of
equity securities of $68,000. During the first six months of 2000, there were
net losses on sale of assets of $8,600. Other miscellaneous fee income increased
from $47,000 in the six-months ending June 30, 1999 to $136,000 for the six-
months ending June 30, 2000 which represents an increase of 189%. This increase
is also due to the increasing number of transaction accounts.
Other Expenses - Other expenses for the three-month period ended June 30, 2000
increased 16.7% from $1.5 million for the three-month period ended June 30, 1999
to $1.7 million for the same period in 2000, an increase of $250,000. Salaries
and employee benefits increased to $1.0 million for the three-month period ended
June 30, 2000 compared to $840,000 during the same three-month period in 1999,
an increase of $160,000. The six-month period ending June 30, 2000 had an
increase in salaries and employee benefits of $371,000 or 22%. Increases were
noted in salaries of $250,000 due to the increased personnel in lending and
technology areas. Associated with the salary increases were additional benefit
expenses for these employees. Occupancy expenses increased by $160,000 for the
six-month period ending June 30, 2000, included in this is an increase of
$49,000 for data processing. In addition, the costs associated with the Bank's
operations center (which opened in June 1999) were included in this six-month
period in 2000.
Liquidity - The Bank's short-term liquidity was 11.87% on June 30, 2000. The
Bank is required to maintain minimum levels of liquid assets as defined by the
State of Georgia and the FDIC 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 $18.5 million at June 30, 2000
with no funds 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.
Other Items - On June 22, 2000, the Forest Park branch of Heritage Bank was
struck by lightening and burned. The branch reopened in a temporary facility
one week later, on June 30, 2000. The bank does not expect any loss related to
the fire as the result of insurance proceeds that will be received.
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
NONE
Item 2. Changes in Securities and Use of Proceeds.
NONE
Item 3. Defaults upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on April 26, 2000. Three matters
were voted upon and approved at the meeting.
Proposal 1 Election of Directors
----------
The results of the voting were as follows:
For Withheld
------------- -------------
Edwin S. Kemp Jr. 788,744 124,893
Joe B. Mundy 788,744 124,893
John T. Mitchell 788,623 125,014
Leonard A. Moreland 788,744 124,893
Proposal 2 Approval of the 2000 Stock Option Plan
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The results of the vote were as follows:
For - 641,786 Against - 137,750 Abstain - 2,570
Proposal 3 Ratification of Porter Keadle Moore LLP as independent
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auditors of the Company for 2000.
The results of the vote were as follows:
For - 881,480 Against - 31,552 Abstain - 605
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
NONE
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, 2000 BY:/s/ David B. Turner
---------------------------------
David B. Turner
President and
Chief Executive Officer
Date: August 11, 2000 BY:/s/ Mary Jo Rogers
--------------------------------
Mary Jo Rogers
Sr. Vice President and
Chief Financial Officer
12
