Certain of the statements made in this report are "forward-looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control and which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "should," "indicate," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "point to," "project," "predict," "could," "intend," "target," "potential" and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation, legislative and regulatory initiatives; additional competition in Ameris' markets; potential business strategies, including acquisitions or dispositions of assets or internal restructuring, that may be pursued by Ameris; state and federal banking regulations; changes in or application of environmental and other laws and regulations to which Ameris is subject; political, legal and economic conditions and developments; financial market conditions and the results of financing efforts; changes in commodity prices and interest rates; weather, natural disasters and other catastrophic events; and other factors discussed in Ameris' filings with the Securities and Exchange Commission under the Exchange Act.

All written or oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. Our forward-looking statements apply only as of the date of this report or the respective date of the document from which they are incorporated herein by reference. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise.

The following table sets forth unaudited selected financial data for the previous five quarters. This data should be read in conjunction with the consolidated financial statements and the notes thereto and the information contained in this Item 2.

                                                     2009                                       2008
(in thousands, except share                          First            Fourth           Third            Second           First
data, taxable equivalent)                           Quarter          Quarter          Quarter          Quarter          Quarter
Results of Operations:
  Net interest income                           $     16,968      $     15,972     $     19,177     $     19,056     $     18,460
  Net interest income (tax equivalent)                17,126            15,991           19,691           19,514           18,814
  Provision for loan losses                            7,912            19,890            8,220            3,720            3,200
  Non-interest income                                  5,496             4,393            4,639            5,313            4,842
  Non-interest expense                                15,727            16,428           14,761           15,962           15,640
  Provision for income tax (benefit)/expense            (539 )         (5,556)              469            1,538            1,496
  Preferred stock dividends                              589               328                -                -                -
  Net (loss)/income available to common
  shareholders                                        (1,225 )         (10,725 )            366            3,149            2,966
Selected Average Balances:
  Loans, net of unearned income                 $  1,683,615      $  1,703,137     $  1,698,024     $  1,650,781     $  1,617,991
  Investment securities                              359,754           328,956          287,973          296,597          281,756
  Earning assets                                   2,166,624         2,174,387        2,018,807        1,976,321        1,933,179
  Assets                                           2,346,958         2,354,142        2,192,501        2,141,940        2,115,561
  Deposits                                         2,002,534         1,987,840        1,792,821        1,764,067        1,748,961
  Common shareholders' equity                        190,395           192,479          186,541          192,605          193,971
Period-End Balances:
  Loans, net of unearned income                 $  1,672,923      $  1,695,777     $  1,710,109     $  1,678,147     $  1,622,437
  Earning assets                                   2,160,427         2,216,681        2,083,193        2,019,525        1,931,411
  Total assets                                     2,346,278         2,407,090        2,257,643        2,193,021        2,118,243
  Deposits                                         2,028,684         2,013,525        1,806,339        1,770,861        1,784,291
  Common shareholders' equity                        188,844           190,331          193,344          192,555          196,308
Per Common Share Data:
  Earnings per share - Basic                    $      (0.09 )    $      (0.79 )   $       0.03     $       0.23     $       0.22
  Earnings per share - Diluted                         (0.09 )           (0.79 )           0.03             0.23             0.22
  Book value per share                                 13.90             14.06            14.25             14.2            14.48
  End of period shares outstanding                13,584,107        13,534,601       13,564,032       13,564,032       13,556,770
Weighted average shares outstanding
  Basic                                           13,527,437        13,532,521       13,515,767       13,510,907       13,497,344
  Diluted                                         13,527,437        13,532,521       13,543,612       13,563,032       13,559,761
Market Data:
  High closing price                            $      11.73      $      14.21     $      15.02     $      16.26     $      16.41
  Low closing price                                     3.66              7.19             7.79             8.70            12.49
  Closing price for quarter                             4.71             11.85            14.85             8.70            16.06
  Average daily trading volume                        31,931            31,527           43,464           62,739           61,780
  Cash dividends per share                              0.05              0.05             0.05             0.14             0.14
  Price to earnings                                      N/M               N/M              N/M             9.45            18.25
  Price to book value                                   0.34              0.84             1.04             0.61             1.11
Performance Ratios:
  Return on average assets                            (0.21% )          (1.81% )          0.07%            0.59%            0.56%
  Return on average common equity                     (2.61% )         (22.17% )          0.78%            6.58%            6.15%
  Average loan to average deposits                    84.07%            85.67%           94.71%           93.58%           92.51%
  Average equity to average assets                     8.11%             8.18%            8.51%            8.99%            9.27%
  Net interest margin (tax equivalent)                 3.21%             2.92%            3.87%            3.96%            3.91%
  Efficiency ratio                                    70.01%            80.67%           61.98%           65.50%           67.12%

Overview
The following is management's discussion and analysis of certain significant factors which have affected the financial condition and results of operations of the Company as reflected in the unaudited consolidated statement of condition as of March 31, 2009 as compared to December 31, 2008 and operating results for the three-month period ended March 31, 2008. These comments should be read in conjunction with the Company's unaudited consolidated financial statements and accompanying notes appearing elsewhere herein.

Results of Operations for the Three Months Ended March 31, 2009 and 2008

Consolidated Earnings and Profitability
Ameris reported a net loss available to common shareholders of $1.2 million, or $0.09 per diluted share, for the quarter ended March 31, 2009, compared to net income for the same quarter in 2008 of $3.0 million, or $0.22 per share. The Company's return on average assets and average shareholders' equity declined in the first quarter of 2009 to (0.21%) and (2.61%), respectively, compared to 0.56% and 6.15% in the first quarter of 2008. The decline in earnings and profitability during the quarter was principally due to higher levels of loan loss provisions, lower net interest margins and costs associated with problem assets.

Net Interest Income and Margins
On a tax equivalent basis, net interest income for the first quarter of 2009 was $17.1 million, a decrease of 9.0% compared to the same quarter in 2008. The Company's net interest margin fell during the first quarter of 2009 to 3.21% compared to 3.91% during the same quarter in 2008. The margin was negatively impacted by the lower interest rate environment which caused loan yields to fall commensurately with national rate indices. Normally, the company would offset these declines in asset yields and interest income with lower deposit costs but intense competition for local deposits have kept deposit yields unusually high.

Total interest income during the first quarter of 2009 was $29.6 million compared to $34.1 million in the same quarter of 2008. Yields on earning assets fell 22.3% to 5.57% compared to 7.17% reported in the first quarter of 2008. During the quarter, loan yields decreased when compared to the first quarter of 2008 due mostly to the lower interest rate environment that materialized late in 2008. Although rates are at historical lows, current spreads on loan production in the Bank's local markets have widened significantly. Because of these wide spreads, management does not anticipate significant erosion to current loan yields.

Interest expense declined significantly, helping somewhat to offset declines in interest income. Total interest expense in the first quarter of 2009 amounted to $12.6 million, reflecting a decline of 19.2% from the same quarter in 2008. Total funding costs declined to 2.45% in the first quarter of 2009 compared to 3.30% at the same time in 2008. The decline in total funding costs relates to savings realized on both deposit funding and non-deposit funding. Deposit costs decreased from 3.25% in the first quarter of 2008 to 2.46% in the current quarter of 2009. Management expects significant savings to be realized in the coming quarters as the Company reprices a substantial part of its time deposits to rates reflecting the current rate environment. Savings on non-deposit borrowings reflect lower levels of one and three month LIBOR as well as lower outstanding balances. At the end of the first quarter of 2009, the Company's total non-deposit funding was 2.88% of total assets compared to 5.75% at the same time in 2008.

Provision for Loan Losses and Credit Quality The Company's provision for loan losses during the first quarter amounted to $7.9 million, an increase of $4.7 million over the $3.2 million recorded in the first quarter of 2008. The increase in the provision for loan losses reflected the trend in the level of non-performing assets. At the end of the first quarter of 2009, total non-performing assets increased to 4.63% of total loans compared to 2.00% at March 31, 2008.

Net charge-offs on loans during the first quarter of 2009 increased to $5.1 million, compared to $2.7 million in the first quarter of 2008. For the quarters ended March 31, 2009 and 2008, net charge-offs as a percentage of loans were 1.23% and 0.68% respectively. The Company's allowance for loan losses at March 31, 2009 was $42.4 million or 2.54% of total loans, compared to $28.1 million or 1.7% at March 31, 2008.

Noninterest Income
Total non-interest income for the first quarter of 2009 increased 14.5% to $5.5 million from $4.8 million in the first quarter of 2008. During the first quarter of 2009, the Company sold several positions in its investment portfolio and recognized a gain of approximately $713,000. In addition, the Company recognized a gain of approximately $543,000 on the early repayment of FHLB advances. Excluding these gains, non-interest income would have declined in the current quarter by 11.6% to $4.2 million when compared to the same period in 2008. The majority of the decrease in non-interest income related to declines in service charge revenue where the Company experienced significantly fewer overdrafts. For the first quarter of 2009, total service charges were $3.0 million when compared to $3.3 million in the same quarter of 2008.

Noninterest Expense
Total non-interest expenses for the first quarter of 2009 rose slightly to $15.7 million, compared to $15.6 million at the same time in 2008. Salaries and benefits declined 7.3% from the year ago period, which reflected a decrease in full time equivalent employees of 5.8%. Occupancy and equipment expense for the first quarter of 2009 was $2.2 million, representing an increase of 8.4% from the same quarter in 2008, reflecting the cost of several new offices opened during the past few quarters. Other operating expenses increased $942,000 during the first quarter of 2009 compared to the same quarter in 2008. Increases in collection expenses and losses on OREO contributed to the increase in other operating expenses as did increases in FDIC premiums and costs associated with dealing with problem loans.

Income taxes
Federal income tax expense is influenced by the amount of taxable income, the amount of tax-exempt income and the amount of non-deductible expenses. For the first quarter of 2009, the Company reported an income tax benefit of $539,000. This compares to income tax expense of $1.5 million in the same period of 2008.
The Company's effective tax rate was 45% and 34% for the quarters ended March 31, 2009 and 2008, respectively. The increase in the Company's effective tax rate for the period ended March 31, 2009, is primarily related to certain tax benefits that were recognizable despite the current period's pretax loss.

Securities
Debt securities with readily determinable fair values, are classified as available for sale and recorded at fair value with unrealized gains and losses excluded from earnings and reported in accumulated other comprehensive income, net of the related deferred tax effect. Equity securities, including restricted equity securities, are classified as other investment securities and are recorded at their fair market value.

The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the life of the securities. Realized gains and losses, determined on the basis of the cost of specific securities sold, are included in earnings on the settlement date. Declines in the fair value of securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses.

In determining whether other-than-temporary impairment losses exist, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Substantially all of the unrealized losses on debt securities are related to changes in interest rates and do not affect the expected cash flows of the issuer or underlying collateral. All unrealized losses are considered temporary because each security carries an acceptable investment grade and the Company has the intent and ability to hold to maturity. Therefore, at March 31, 2009, these investments are not considered impaired on an other-than-temporary basis.

Loans and Allowance for Loan Losses
At March 31, 2009, gross loans outstanding were $1.67 billion, an increase of $50.0 million, or 3.1%, over balances at March 31, 2008. Year- over-year growth in the loan portfolio was attributable to a consistent focus on quality loan production and expansion into faster growing markets over the past few years. When compared to the period ended December 31, 2008, gross loans declined approximately $30 million or 1.8%. The decline is attributed to Management's focus on reducing higher risk loans within the Bank's loan portfolio, specifically construction and development loans, which declined 11.5% from the period ended December 31, 2008. The Company regularly monitors the composition of the loan portfolio to evaluate the adequacy of the allowance for loan losses in light of the impact that changes in the economic environment may have on the loan portfolio.

The Company focuses on the following loan categories: (1) commercial, financial & agricultural, (2) residential real estate, (3) commercial and farmland real estate, (4) construction and development related real estate, and (5) consumer. The Company's management has strategically located its branches in south and southeast Georgia, north Florida, southeast Alabama and throughout the state of South Carolina to take advantage of the growth in these areas.

The Company's risk management processes include a loan review program designed to evaluate the credit risk in the loan portfolio and insure credit grade accuracy. Through the loan review process, the Company conducts 1) a loan portfolio summary analysis, 2) charge-off and recovery analysis, 3) trends in accruing problem loan analysis, and 4) problem and past due loan analysis. This analysis process serves as a tool to assist management in assessing the overall quality of the loan portfolio and the adequacy of the allowance for loan losses. Loans classified as "substandard" are loans which are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged. These assets exhibit a well-defined weakness or are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. These weaknesses may be characterized by past due performance, operating losses and/or questionable collateral values. Loans classified as "doubtful" are those loans that have characteristics similar to substandard loans but have an increased risk of loss. Loans classified as "loss" are those loans which are considered uncollectible and are in the process of being charged-off.

The allowance for loan losses is a reserve established through charges to earnings in the form of a provision for loan losses. The provision for loan losses is based on management's evaluation of the size and composition of the loan portfolio, the level of non-performing and past due loans, historical trends of charged-off loans and recoveries, prevailing economic conditions and other factors management deems appropriate. The Company's management has established an allowance for loan losses which it believes is adequate for the risk of loss inherent in the loan portfolio. Based on a credit evaluation of the loan portfolio, management presents a monthly review of the allowance for loan losses to the Company's Board of Directors. The review that management has developed primarily focuses on risk by evaluating individual loans in certain risk categories. These categories have also been established by management and take the form of loan grades. By grading the loan portfolio in this manner the Company's management is able to effectively evaluate the portfolio by risk, which management believes is the most effective way to analyze the loan portfolio and thus analyze the adequacy of the allowance for loan losses.

The allowance for loan losses is established by examining (1) the large classified loans, nonaccrual loans and loans considered impaired and evaluating them individually to determine the specific reserve allocation, and (2) the remainder of the loan portfolio to allocate a portion of the allowance based on past loss experience and the economic conditions for the particular loan category. The Company will also consider other factors such as changes in lending policies and procedures; changes in national, regional, and/or local economic and business conditions; changes in the nature and volume of the loan portfolio; changes in the experience, ability and depth of either the bank president or lending staff; changes in the volume and severity of past due and classified loans; changes in the quality of the Company's corporate loan review system; and other factors management deems appropriate.

Management believes estimates of the level of allowance for loan losses required have been appropriate and expectation is that the primary factors considered in the provision calculation will continue to be consistent with prior trends.
During the quarter ended December 31, 2008, the Company determined that additional reserves were potentially necessary to compensate for an increasingly negative economic outlook that prompted a few loan relationships to move to non-performing status very quickly. The Company established an unallocated, economic related reserve in the amount of $5 million that represents only that portion of the allowance for loan losses not allocated to specific loans. While the Company is confident in the reserve methodology and its application relative to loan grades assigned to individual credits, management believes it was appropriate and prudent to establish the unallocated, economic oriented reserve component through a charge to the provision for loan losses.

For the three month period ending March 31, 2009, the Company recorded net charge-offs totaling $5.1 million compared to $10.4 million and $2.7 million for the quarters ended December 31, 2008 and March 31, 2008, respectively. The provision for loan losses for the three months ended March 31, 2009 declined 60.2% to $7.9 from $19.9 million at the end of December 31, 2008. When compared to the period ending March 31, 2008 the loan loss provision increased $4.7 million. The allowance for loan losses totaled $42.4 million, or 2.54% of total loans at March 31, 2009, compared to $39.7 million or 2.34% of total loans and $28.1 million, or 1.73% of total loans at December 31, 2008 and March 31, 2008, respectively.

The following table presents an analysis of the allowance for loan losses for the three month periods ended March 31, 2009, December 31, 2008 and March 31, 2008:

                                                   March 31,       December 31,       March 31,
            (Dollars in Thousands)                   2009              2008             2008
Balance of allowance for loan losses at
beginning of period                               $    39,652     $       30,144     $    27,640
Provision charged to operating expense                  7,912             19,890           3,200
Charge-offs:
  Commercial, financial & agricultural                  1,389              1,090             390
 Real estate - residential                              1,738              1,951             672
 Real estate - commercial & farmland                      277              1,288             299
 Real estate - construction & development               1,930              5,932           1,305
  Consumer installment                                    187                387             279
  Other                                                     -                  -               -
Total charge-offs                                       5,521             10,648           2,945
Recoveries:
 Commercial, financial & agricultural                      82                 11              18
  Real estate - residential                                 8                 30              25
 Real estate - commercial & farmland                      230                 10              31
  Real estate - construction & development                 10                 27              34
  Consumer installment                                     44                187              90
  Other                                                     -                  1               1
Total recoveries                                          374                266             199
Net charge-offs                                         5,147             10,382           2,746
Balance of allowance for loan losses at end of
period                                            $    42,417     $       39,652     $    28,094
Net annualized charge-offs as a percentage of
average loans                                            1.23 %             2.45 %          0.68 %
Allowance for loan losses as a percentage of
loans at end of period                                   2.54 %             2.34 %          1.73 %

In 2008, slowing real estate activity in some of the Company's markets altered the Company's risk profile and as a result credit quality deteriorated. Towards . . .