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 SEC 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                    Third              Second             First              Fourth             Third
data, taxable equivalent)                     Quarter            Quarter            Quarter            Quarter            Quarter
Results of Operations:
  Net interest income                     $       18,812     $       18,539     $       16,968     $       15,972     $       19,177
  Net interest income (tax equivalent)            18,967             18,721             17,126             15,991             19,691
  Provision for loan losses                        8,298              9,390              7,912             19,890              8,220
  Non-interest income                              4,521              4,596              5,496              4,393              4,639
  Non-interest expense                            15,360             17,729             15,727             16,428             14,761
  Income tax (benefit)/expense                     (198)            (1,290)              (539)            (5,556)                469
  Preferred stock dividends                          664                665                589                328                  -
  Net (loss)/income available to common
  shareholders                                     (791)            (3,359)            (1,225)           (10,725)                366
Selected Average Balances:
  Loans, net of unearned income           $    1,666,821     $    1,674,984     $    1,683,615     $    1,703,137     $    1,698,024
  Investment securities                          259,605            264,995            359,754            328,956            287,973
  Earning assets                               2,064,253          2,098,757          2,166,624          2,174,387          2,018,807
  Assets                                       2,244,527          2,285,190          2,346,958          2,354,142          2,192,501
  Deposits                                     1,931,990          2,002,528          2,002,534          1,987,840          1,792,821
  Common shareholders' equity                    186,858            188,442            190,395            192,479            186,541
Period-End Balances:
  Loans, net of unearned income           $    1,652,689     $    1,677,045     $    1,672,923     $    1,695,777     $    1,710,109
  Earning assets                               2,024,442          2,095,599          2,160,427          2,216,681          2,083,193
  Total assets                                 2,207,475          2,285,245          2,346,278          2,407,090          2,257,643
  Deposits                                     1,887,529          1,976,371          2,028,684          2,013,525          1,806,339
  Common shareholders' equity                    183,605            183,875            188,844            190,331            193,344
Per Common Share Data:
  Earnings per share - Basic              $       (0.06)     $       (0.25)     $       (0.09)     $       (0.79)     $         0.03
  Earnings per share - Diluted                    (0.06)             (0.25)             (0.09)             (0.79)               0.03
  Book value per share                             13.52              13.54              13.90              14.06              14.25
  End of period shares outstanding            13,684,094         13,685,650         13,688,600         13,638,713         13,668,371
Weighted average shares outstanding
  Basic                                       13,629,895         13,627,852         13,631,494         13,616,617         13,619,734
  Diluted                                     13,629,895         13,627,852         13,631,494         13,616,617         13,647,793
Market Data:
  High closing price                      $         7.47     $         8.09     $        11.73     $        14.21     $        15.02
  Low closing price                                 5.93               5.29               3.66               7.19               7.79
  Closing price for quarter                         7.15               6.32               4.71              11.85              14.85
  Average daily trading volume                    30,407             28,778             31,931             31,527             43,464
  Cash dividends per share                             -               0.05               0.05               0.05               0.05
  Stock dividend                               1 for 130                  -                  -                  -                  -
  Price to earnings                                  N/M                N/M                N/M                N/M                N/M
  Price to book value                               0.53               0.47               0.34               0.84               1.04
Performance Ratios:
  Return on average assets                       (0.14%)            (0.59%)            (0.21%)            (1.81%)              0.07%
  Return on average common equity                (1.68%)            (7.15%)            (2.61%)           (22.17%)              0.78%
  Average loan to average deposits                86.27%             84.79%             84.07%             85.67%             94.71%
  Average equity to average assets                 8.32%              8.25%              8.11%              8.18%              8.51%
  Net interest margin (tax equivalent)             3.64%              3.58%              3.21%              2.92%              3.87%
  Efficiency ratio (tax equivalent)               65.83%             76.03%             70.01%             80.67%             61.98%

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 balance sheet as of September 30, 2009 as compared to December 31, 2008 and operating results for the three and nine month periods ended September 30, 2009. 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 September 30, 2009

Consolidated Earnings and Profitability
Ameris reported a net loss available to common shareholders of $791,000, or $0.06 per diluted share, for the quarter ended September 30, 2009, compared to net income for the same quarter in 2008 of $366,000, or $0.03 per diluted share. The Company's return on average assets and average shareholders' equity decreased in the third quarter of 2009 to (0.14%) and (1.68%), respectively, compared to 0.07% and 0.78% in the third quarter of 2008. The decrease in earnings and profitability during the quarter was primarily due to higher levels of loan loss provisions and costs associated with problem assets.

Net Interest Income and Margins
On a tax equivalent basis, net interest income for the third quarter of 2009 was $18.9 million, a decrease of $724,000 compared to the same quarter in 2008. The Company's net interest margin fell during the third quarter of 2009 to 3.64% compared to 3.87% during the same quarter in 2008. While the net interest margin decreased from the prior year period, margins for the third quarter of 2009 increased when compared to 3.58% during the second quarter of 2009. The improvement is due primarily to lower funding costs.

Total interest income during the third quarter of 2009 was $28.0 million compared to $32.1 million in the same quarter of 2008. Yields on earning assets fell to 5.44% compared to 6.31% reported in the third quarter of 2008. During the quarter, loan yields decreased when compared to the third quarter of 2008 due primarily to the lower interest rate environment that materialized late in 2008. Although rates remain at historical lows, spreads on loan production in the Bank's local markets have improved during the first three quarters of 2009 and have helped to stabilize loan yields for the most recent three quarters.

Interest expense declined significantly, helping to offset declines in interest income. Total interest expense in the third quarter of 2009 amounted to $9.2 million, reflecting a decline of $3.7 million from the same quarter in 2008. Total funding costs declined to 1.83% in the third quarter of 2009 compared to 2.54% 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 2.59% in the third quarter of 2008 to 1.78% in the current quarter of 2009. Ongoing efforts to increase low-cost deposit accounts will continue to reduce interest expense. 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 third quarter of 2009, the Company's total non-deposit funding was 2.23% of total assets compared to 8.01% at the same time in 2008.

Provision for Loan Losses and Credit Quality The Company's provision for loan losses during the third quarter amounted to $8.3 million, an increase of $78,000 over the $8.2 million recorded in the third quarter of 2008. The higher level in the provision for loan losses reflects the trend in the level of non-performing assets. At the end of the third quarter of 2009, total non-performing assets increased to 6.32% of total loans compared to 2.52% at September 30, 2008. Management continues to aggressively identify and resolve problem assets while seeking quality credits to grow the loan portfolio.

Net charge-offs on loans during the third quarter of 2009 increased to $11.4 million, compared to $6.7 million in the third quarter of 2008. For the quarters ended September 30, 2009 and 2008, net charge-offs annualized as a percentage of loans were 2.72% and 1.58%, respectively. The Company's allowance for loan losses at September 30, 2009 was $42.0 million, or 2.54% of total loans, compared to $30.1 million, or 1.76% of total loans, at September 30, 2008.

Non-interest Income
Total non-interest income for the third quarter of 2009 decreased slightly to $4.5 million from $4.6 million in the third quarter of 2008. The decrease in non-interest income related to declines in service charge revenue as the Company continued to experience lower levels of overdrafts. For the third quarter of 2009, total service charges were $3.5 million when compared to $3.7 million in the same quarter of 2008. Although service charge revenue remains below the prior year period, the current quarter reflects an increase of $117,000 over the second quarter of 2009.

Non-interest Expense
Total non-interest expenses for the third quarter of 2009 increased to $15.3 million, compared to $14.8 million at the same time in 2008. Salaries and benefits increased 4.2% from the prior year period, primarily due to increases in staffing related to new branches opened late in the second quarter. Occupancy and equipment expense for the third quarter of 2009 was $2.1 million, representing an increase of 11.0% from the same quarter in 2008, which reflected the cost of several new offices opened earlier in 2009. Other operating expenses increased $740,000 during the third quarter of 2009 compared to in the same quarter in 2008. Increases in collection expenses, losses on OREO and costs related to problem loans contributed to the increase in other operating expsenses. Additionally, FDIC premiums increased from $393,000 in the third quarter of 2008 to $669,000 in the third quarter of 2009. The increase reflects continued elevated levels of collection expenses, losses on OREO and problem loan expenses, as well as increased FDIC premiums.

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 third quarter of 2009, the Company reported an income tax benefit of $198,000. This compares to income tax expense of $469,000 in the same period of 2008. The Company's effective tax rate for the nine months ending September 30, 2009 and 2008 was 36.7% and 35.1%, respectively.

Results of Operations for the Nine Months Ended September 30, 2009

Interest Income
Interest income for the nine months ended September 30, 2009 was $86.7 million, a decline of $11.7 million when compared to $98.5 million for the same period in 2008. Average earning assets for the nine month period increased $132.3 million to $2.11 billion as of September 30, 2009 compared to $2.02 billion as of September 30, 2008. Yield on average earning assets declined to 5.35% from 6.31% for the nine months ended September 30, 2009 and 2008, respectively.

Interest Expense
Total interest expense for the nine months ended September 30, 2009 amounted to $32.4 million, reflecting a decrease of $9.3 million from the same period of 2008. During the nine month period ended September 30, 2009, the Company's funding costs declined to 2.11% from 2.85% reported in the previous year. In the same period, yields on the Company's time deposits fell to 3.24% compared to 4.26% for the nine month period ended September 30, 2008. The Company's non-deposit funding increased to 2.75% from 2.61% compared to the period ended September 30, 2008.

Net Interest Income
Net interest income for the nine months ended September 30, 2009 decreased $2.4 million to $54.3 million compared to $56.7 million for the period ended September 30, 2008. The Company's net interest margin decreased to 3.48% for the nine months ended September 30, 2009 compared to 3.92% as of September 30, 2008.

Provision for Loan Losses
The provision for loan losses rose to $25.6 million for the nine months ended September 30, 2009 compared to $15.1 million in the same period in 2008. Total non-performing assets increased to $105.8 million at September 30, 2009 from $43.2 million at September 30, 2008. For the nine month period ended September 30, 2009, Ameris had net charge-offs of $23.3 million compared to $12.6 million for the same period in 2008.

Non-interest Income
Non-interest income for the first nine months of 2009 decreased $181,000, or 1.2%, to $14.6 million, compared to the prior year period. Service charges on deposit accounts decreased by 6.6%, or $699,000, to end the nine month period at $9.9 million. During the first quarter of 2009, the Company recognized a gain of approximately $543,000 on the early repayment of FHLB advances, as well as $814,000 in gains on the sale of investment securities. Excluding these items, non-interest income would have declined in the current period by 10.4% to $13.2 million when compared to the same period in 2008. Mortgage banking activities include origination fees, service release premiums and gain on the sales of mortgage loans held-for­ sale. Mortgage banking activities for the nine months ended September 30, 2009 totaled $2.3 million, a decrease of $137,000, or 5.5%, compared to mortgage banking activities of $2.5 million in the nine months ended September 30, 2008.

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 September 30, 2009, these investments are not considered impaired on an other-than ­temporary basis.

Non-interest Expense
Non-interest expense for the first nine months of 2009 was $48.8 million representing a $2.5 million increase when compared to the same period in 2008. Salaries and employee benefits of $23.3 million for the nine months ended September 30, 2009 were $1.1 million less than the $24.4 million reported for the same period in 2008. The decrease is due to a 9.5% reduction in the number of full-time equivalent employees, as well as lower incentive accruals. Occupancy and equipment expense increased $497,000 to $6.5 million for the nine months ended September 30, 2009 compared to the same period of 2008 as a result of opening new branch offices in several existing markets. Marketing and advertising expense decreased during the first three quarters of 2009 to $1.3 million compared to $2.4 million during the same period in 2008. At the end of the first nine months of 2009, collection expenses related to problem loans and OREO increased to $2.1 million from $522,000 during the period ended September 30, 2008. Significant components of other non-interest expenses are detailed in the table below.

                                             Nine Months Ended             Three Months Ended
                                               September 30,                  September 30,
                                             2009          2008           2009             2008

FDIC assessments and regulatory charges   $    2,733     $     669     $      702       $      393
OREO and problem loan expenses                 3,081           581            992              373
Courier, postage, printing and supplies        1,335         1,514            423              483
Professional Fees                                955           681            286               34

Income Taxes
For the nine months ended September 30, 2009, the Company recorded an income tax benefit of $2.0 million compared to the $3.5 million tax expense for the same period in 2008. The effective tax rate for the nine months ended September 30, 2009 was 36.9% compared to 35.1% for the same period in 2008. The amount of income tax expense is influenced by the amount of taxable income and the amount of tax-exempt income. Decreases in the tax expense directly correspond to the decrease in taxable income reported at the end of the first nine months of 2009 compared to the first nine months of 2008.

Loans and Allowance for Loan Losses
At September 30, 2009, gross loans outstanding were $1.65 billion, a decrease of $57.4 million, or 3.4%, compared to balances at September 30, 2008. When compared to the period ended December 31, 2008, gross loans declined approximately $43.1 million, or 2.5%. The decline in loans reflects management's focus on reducing higher risk loans within the Bank's loan portfolio as well as the slower economic environment that has persisted throughout 2009. 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 and 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 ensure 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 also considers 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.

. . .