Edgar Filing: Ameris Bancorp

form10q0309.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-13901

AMERIS BANCORP

(Exact name of registrant as specified in its charter)

GEORGIA		58-1456434
(State of incorporation)		(IRS Employer ID No.)

310 FIRST STREET, SE, MOULTRIE, GA 31768

(Address of principal executive offices)

(229) 890-1111

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer", "accelerated filer" and "smaller reporting company” in Rule 12b-2 of the Securities Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer x	Smaller reporting company o

Non-accelerated filer o (Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).Yes o No x

There were 13,584,107 shares of Common Stock outstanding as of April 28, 2009.

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Table of Contents

AMERIS BANCORP

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		Page
Item 1.	Financial Statements
	Consolidated Balance Sheets at March 31, 2009, December 31, 2008 and March 31, 2008	3

	Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2009 and 2008	4

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	31

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Submission of Matters to a Vote of Security Holders	33

Item 5.	Other Information	33

Item 6.	Exhibits	33

Signatures		34

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Item 1.

Financial Statements

AMERIS BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)

	March 31,			December 31,			March 31,
	2009			2008			2008
	(Unaudited)			(Audited)			(Unaudited)
Assets
Cash and due from banks	$	54,758		$	66,787		$	63,401
Federal funds sold & interest bearing accounts		137,770			144,383			4,389
Investment securities available for sale, at fair value		344,032			367,894			295,801
Other investments		5,702			8,627			8,784

Loans		1,672,923			1,695,777			1,622,437
Less: allowance for loan losses		42,417			39,652			28,094
Loans, net		1,630,506			1,656,125			1,594,343

Premises and equipment, net		65,152			66,107			60,053
Intangible assets, net		3,485			3,631			4,509
Goodwill		54,813			54,813			54,675
Other assets		50,060			38,723			32,288
Total assets	$	2,346,278		$	2,407,090		$	2,118,243

Liabilities and Stockholders' Equity
Deposits:
Noninterest-bearing	$	207,686		$	208,532		$	199,692
Interest-bearing		1,820,998			1,804,993			1,584,599
Total deposits		2,028,684			2,013,525			1,784,291
Federal funds purchased & securities sold under agreements to repurchase		18,295			27,416			4,987
Other borrowings		7,000			72,000			74,500
Other liabilities		12,046			12,521			15,888
Subordinated deferrable interest debentures		42,269			42,269			42,269
Total liabilities		2,108,294			2,167,731			1,921,935

Stockholders' Equity
Preferred stock, par value$1; 5,000,000 shares authorized; 52,000 shares issued		49,140			49,028			-
Common stock, par value $1; 30,000,000 shares authorized; 14,915,209, 14,865,703 and 14,886,967 issued		14,915			14,866			14,887
Capital surplus		86,141			86,038			82,920
Retained earnings		91,619			93,696			104,182
Accumulated other comprehensive income		6,956			6,518			5,093
Treasury stock, at cost, 1,331,102, 1,331,102 and 1,330,197 shares		(10,787	)		(10,787	)		(10,774	)
Total stockholders' equity		237,984			239,359			196,308
Total liabilities and stockholders' equity	$	2,346,278		$	2,407,090		$	2,118,243

See notes to unaudited consolidated financial statements

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AMERIS BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(dollars in thousands, except per share data)
(Unaudited)

	Three Months Ended
	March 31,
	2009			2008
Interest Income
Interest and fees on loans	$	25,727		$	30,134
Interest on taxable securities		3,657			3,583
Interest on nontaxable securities		167			172
Interest on deposits in other banks and federal funds sold		66			200
Total Interest Income		29,617			34,089

Interest Expense
Interest on deposits		12,155			14,142
Interest on other borrowings		494			1,487
Total Interest Expense		12,649			15,629

Net Interest Income		16,968			18,460
Provision for Loan Losses		7,912			3,200
Net Interest Income After Provision for Loan Losses		9,056			15,260

Noninterest Income
Service charges on deposit accounts		3,035			3,316
Mortgage banking activity		763			869
Other service charges, commissions and fees		63			278
Gain on sale of securities		713			-
Other noninterest income		922			379
Total Noninterest Income		5,496			4,842

Noninterest Expense
Salaries and employee benefits		7,991			8,618
Equipment and occupancy expense		2,158			1,992
Amortization of intangible assets		146			293
Data processing and communication costs		1,627			1,523
Advertising and marketing expense		574			878
Other operating expenses		3,231			2,336
Total Noninterest Expense		15,727			15,640

(Loss)/Income Before Tax (Benefit)/Expense		(1,175	)		4,462
Applicable Income Tax (Benefit)/Expense		(539	)		1,496
Net (Loss)/Income		(636	)		2,966

Preferred Stock Dividends		589			-
Net (Loss)/Income Available to Common Shareholders	$	(1,225	)	$	2,966

Other Comprehensive Income
Net unrealized holding gain arising during period on investment securities available for sale, net of tax		2,762			871
Net unrealized gain on cash flow hedge arising during period, net of tax		789			1,593
Reclassification adjustment for (gains) included in net income, net of tax		(463	)		-
Comprehensive Income	$	1,863		$	5,430

Basic (loss)/earnings per share	$	(0.09	)	$	0.22
Diluted (loss)/earnings per share	$	(0.09	)	$	0.22

Weighted average common shares outstanding:
Basic		13,567			13,497
Diluted		13,567			13,560

Dividends declared per share	$	0.05		$	0.14

See notes to unaudited consolidated financial statements.

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AMERIS BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
	Three Months Ended
	March 31,
	2009			2008
Cash Flows From Operating Activities:
Net Income/(Loss)	$	(636	)	$	2,966
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		865			741
Net loss on sale or disposal of premises and equipment		(4	)		(46	)
Net gain/(loss) on sale of other real estate owned		161			(319	)
Provision for loan losses		7,912			3,200
Amortization of intangible assets		146			293
Other prepaids, deferrals and accruals, net		1,022			(4,958	)
Net cash provided by operating activities		9,466			1,877



Cash Flows From Investing Activities:
Net decrease in federal funds sold & interest bearing deposits		6,612			7,633
Proceeds from maturities of securities available for sale		27,073			36,915
Purchase of securities available for sale		(8,419	)		(39,132	)
Proceeds from sales of securities available for sale		5,351			-
Net (increase)/decrease in loans		7,084			(8,388	)
Proceeds from sales of other real estate owned		934			6,457
Proceeds from sales of premises and equipment		1,647			275
Purchases of premises and equipment		(1,553	)		(1,636	)
Net cash used in investing activities		38,729			2,124



Cash Flows From Financing Activities:
Net increase in deposits		15,159			27,026
Net decrease in federal funds purchased & securities sold under agreements to repurchase		(9,121	)		(9,718	)
Net decrease in other borrowings		(65,000	)		(16,000	)
Dividends paid - preferred stock		(589	)		-
Dividends paid – common stock		(679	)		(1,898	)
Purchase of treasury shares		-			(4	)
Proceeds from exercise of stock options		6			190
Net cash provided by financing activities		(60,224	)		(404	)

Net decrease in cash and due from banks	$	(12,029	)	$	3,597

Cash and due from banks at beginning of period		66,787			59,804

Cash and due from banks at end of period	$	54,758		$	63,401

See notes to unaudited consolidated financial statements.

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AMERIS BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION & ACCOUNTING POLICIES

Ameris Bancorp (the “Company” or “Ameris”) is a financial holding company headquartered in Moultrie, Georgia. Ameris conducts the majority of its operations through its wholly owned banking subsidiary, Ameris Bank (the “Bank”). Ameris Bank currently operates 48 branches in Georgia, Alabama, northern Florida and South Carolina. Our business model capitalizes on the efficiencies of a large financial services company while still providing the community with the personalized banking service expected by our customers. We manage our Bank through a balance of decentralized management responsibilities and efficient centralized operating systems, products and loan underwriting standards. Ameris’ board of directors and senior managers establish corporate policy, strategy and administrative policies. Within Ameris’ established guidelines and policies, each advisory board and senior managers make lending and community specific decisions. This approach allows the banker closest to the customer to respond to the differing needs and demands of their unique market.

The accompanying unaudited consolidated financial statements for Ameris have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. The interim consolidated financial statements included herein are unaudited, but reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the interim periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the quarter ended March 31, 2009 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto and the report of our registered independent public accounting firm included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Certain amounts reported for the periods ended March 31, 2008 and December 31, 2008 have been reclassified to conform with the presentation as of March 31, 2009. These reclassifications had no effect on previously reported net income or stockholders' equity.

Newly Adopted Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB Statement No. 133” (“SFAS 161”). This statement requires an entity to provide enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133”) and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is intended to enhance the current disclosure framework in SFAS 133, by requiring the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation.

The goal of the Company’s interest rate risk management process is to minimize the volatility in the net interest margin caused by changes in interest rates. Derivative instruments are used to hedge certain assets or liabilities as a part of this process. The Company is required to recognize certain contracts and commitments as derivatives when the characteristics of those contracts and commitments meet the definition of a derivative. Under the guidelines of SFAS 133, as amended, all derivative instruments are required to be carried at fair value on the balance sheet.

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NOTE 1 – BASIS OF PRESENTATION & ACCOUNTING POLICIES (Continued)

The Company’s current hedging strategies involve utilizing interest rate floors and swaps classified as Cash Flow Hedges. Cash flows related to floating-rate assets and liabilities will fluctuate with changes in an underlying rate index. When effectively hedged, the increases or decreases in cash flows related to the floating rate asset or liability will generally be offset by changes in cash flows of the derivative instrument designated as a hedge. The fair value of derivatives is recognized as assets or liabilities in the financial statements. The accounting for the changes in the fair value of a derivative depends on the intended use of the derivative instrument at inception. The change in fair value of the effective portion of cash flow hedges is accounted for in other comprehensive income. The change in fair value of the ineffective portion of cash flow hedges would be reflected in the statement of income.

At March 31, 2009, the Company had cash flow hedges with notional amounts totaling $107.1 million for the purpose of managing interest rate sensitivity. These cash flow hedges included a LIBOR rate swap under which it pays a fixed rate and receives a variable rate. In addition, the Company utilizes Prime interest rate floor contracts for the purpose of converting floating rate assets to fixed rate. No hedge ineffectiveness from cash flow hedges was recognized in the statement of income. All components of each derivative’s gain or loss are included in the assessment of hedge effectiveness.

The following table presents the interest rate derivative contracts outstanding at March 31, 2009.

Type (Maturity)	Notional Amount		Rate Received /Floor Rate			Rate Paid			Fair Value
	(Dollars in Thousands)
LIBOR Swap (12/15/2018)	$	37,114		2.95	%		4.15	%	$	856
Total Swaps:		37,114		2.95			4.15			856

Prime Interest Rate Floor (08/15/09)		35,000		7.00			-			555
Prime Interest Rate Floor (08/15/11)		35,000		7.00			-			2,793
Total Floors:		70,000		7.00	%		-	%		3,348

Total Derivative Contracts:	$	107,114							$	4,204

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NOTE 1 – BASIS OF PRESENTATION & ACCOUNTING POLICIES (Continued)

Fair Value Measurements

Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, (“SFAS 157”), describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments and other accounts recorded based on their fair value:

Cash, Due From Banks, Interest-Bearing Deposits in Banks and Federal Funds Sold: The carrying amount of cash, due from banks and interest-bearing deposits in banks and federal funds sold approximates fair value.

Securities Available For Sale: The fair value of securities available for sale is determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Level 2 securities include certain U.S. agency bonds, collateralized mortgage and debt obligations, and certain municipal securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include certain residual municipal securities and other less liquid securities. Fair value of securities is based on available quoted market prices. Federal Home Loan Bank (“FHLB”) stock is included in other investment securities at its original cost basis, as cost approximates fair value and there is no ready market for such investments.

Loans: The carrying amount of variable-rate loans that reprice frequently and have no significant change in credit risk approximates fair value. The fair value of fixed-rate loans is estimated based on discounted contractual cash flows, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The fair value of impaired loans is estimated based on discounted contractual cash flows or underlying collateral values, where applicable. A loan is determined to be impaired if the Company believes it is probable that all principal and interest amounts due according to the terms of the note will not be collected as scheduled. The fair value of impaired loans is determined in accordance with SFAS No. 114, “Accounting by Creditors for Impairment of a Loan” and generally results in a specific reserve established through a charge to the provision for loan losses. Losses on impaired loans are charged to the allowance when management believes the uncollectability of a loan is confirmed. Management has determined that the majority of impaired loans are Level 2 assets due to the extensive use of market appraisals. To the extent that market appraisals or other methods do not produce reliable determinations of fair value, these assets are deemed to be Level 3.

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NOTE 1 – BASIS OF PRESENTATION & ACCOUNTING POLICIES (Continued)

Deposits: The carrying amount of demand deposits, savings deposits and variable-rate certificates of deposits approximates fair value. The fair value of fixed-rate certificates of deposits is estimated based on discounted contractual cash flows using interest rates currently being offered for certificates of similar maturities.

Repurchase Agreements and/or Other Borrowings: The carrying amount of variable rate borrowings and securities sold under repurchase agreements approximates fair value. The fair value of fixed rate other borrowings is estimated based on discounted contractual cash flows using the current incremental borrowing rates for similar type borrowing arrangements.

Subordinated Deferrable Interest Debentures: The carrying amount of the Company’s variable rate trust preferred securities approximates fair value.

Off-Balance-Sheet Instruments: The carrying amount of commitments to extend credit and standby letters of credit approximates fair value. The carrying amount of the off-balance-sheet financial instruments is based on fees charged to enter into such agreements.

Derivatives: The Company’s current hedging strategies involve utilizing interest rate floors. The fair value of derivatives is recognized as assets or liabilities in the financial statements. The accounting for the changes in the fair value of a derivative depends on the intended use of the derivative instrument at inception and ongoing tests of effectiveness. As of March 31, 2009, the Company had cash flow hedges with a notional amount of $107.1 million.

Other Real Estate Owned: The fair value of other real estate owned ("OREO") is determined using certified appraisals that value the property at its highest and best uses by applying traditional valuation methods common to the industry. The Company does not hold any OREO for profit purposes and all other real estate is actively marketed for sale. Management has determined that in most cases the valuation method for other real estate produces reliable estimates of fair value and has classified these assets as Level 2.

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NOTE 1 – BASIS OF PRESENTATION & ACCOUNTING POLICIES (Continued)

The following table presents the fair value measurements of assets and liabilities measured at fair value on a recurring basis and the level within the SFAS 157 fair value hierarchy in which the fair value measurements fall as of March 31, 2009.

	Fair Value Measurements on a Recurring Basis
	As of March 31, 2009
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
	(Dollars in Thousands)
Securities available for sale	$	344,032	$	-	$	342,032	$	2,000
Derivative financial instruments		4,204		-		4,204		-
Total recurring assets at fair value	$	348,236	$	-	$	346,236	$	2,000

Following is a description of the valuation methodologies used for instruments measured at fair value on a nonrecurring basis, as well as the general classification of such instruments pursuant to the SFAS 157 valuation hierarchy.

	Fair Value Measurements on a Nonrecurring Basis
	As of March 31, 2009
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
	(Dollars in Thousands)
Impaired loans carried at fair value	$	63,908	$	-	$	62,815	$	1,093
Other real estate owned		14,271		-		14,271		-
Total nonrecurring assets at fair value	$	78,179	$	-	$	77,086	$	1,093

Pursuant to SFAS 157, below is the Company’s reconciliation of Level 3 assets as of March 31, 2009. Gains or losses on impaired loans are recorded in the provision for loan losses.

	Investment Securities Available for Sale		Impaired Loans
Beginning balance January 1, 2009	$	2,000	$	1,387
Total gains/(losses) included in net income		-		-
Purchases, sales, issuances, and settlements, net		-		(294	)
Transfers in or out of Level 3		-		-
Ending balance March 31, 2009	$	2,000	$	1,093

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NOTE 2 – INVESTMENT SECURITIES

Ameris’ investment policy blends the needs of the Company’s liquidity and interest rate risk with its desire to improve income and provide funds for expected growth in loans. The investment securities portfolio primarily consists of U.S Government sponsored mortgage-backed securities and agencies, state and municipal securities and corporate debt securities. Ameris’ portfolio and investing philosophy concentrate activities in obligations where the credit risk is limited. For a small portion of Ameris’ portfolio that has been found to present credit risk, the Company has reviewed the investments and financial performance of the obligors and believes the credit risk to be acceptable.

The amortized cost and estimated fair value of investment securities available for sale at March 31, 2009, December 31, 2008 and March 31, 2008 are presented below:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(Dollars in Thousands)

March 31, 2009:
U. S. Government sponsored agencies	$	122,382	$	1,258	$	-	$	123,640
State and municipal securities		17,998		368		(125)		18,241
Corporate debt securities		12,197		52		(1,399)		10,850
Mortgage-backed securities		184,828		6,630		(157)		191,301
Total debt securities	$	337,405	$	8,308	$	(1,681)	$	344,032

December 31, 2008:
U. S. Government sponsored agencies	$	130,966	$	1,680	$	-	$	132,646
State and municipal securities		18,095		330		(123)		18,302
Corporate debt securities		12,209		186		(777)		11,618
Mortgage-backed securities		200,128		5,332		(132)		205,328
Total securities	$	361,398	$	7,528	$	(1,032)	$	367,894

March 31, 2008:
U. S. Government sponsored agencies	$	46,665	$	1,169	$	-	$	47,834
State and municipal securities		18,967		406		(47)		19,326
Corporate debt securities		11,733		135		(177)		11,691
Mortgage-backed securities		213,438		3,603		(91)		216,950
Total securities	$	290,803		5,313		(315)		295,801

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NOTE 3 - LOANS

The Company engages in a full complement of lending activities, including real estate-related loans, agriculture-related loans, commercial and financial loans and consumer installment loans. Ameris concentrates the majority of its lending activities on real estate loans where the historical loss percentages have been low. While risk of loss in the Company’s portfolio is primarily tied to the credit quality of the various borrowers, risk of loss may increase due to factors beyond Ameris’ control, such as local, regional and/or national economic downturns. General conditions in the real estate market may also impact the relative risk in the real estate portfolio.

The Company evaluates loans for impairment when a loan is risk rated as substandard or worse. The Company measures impairment based upon the present value of the loan’s expected future cash flows discounted at the loan’s effective interest rate, except where foreclosure or liquidation is probable or when the primary source of repayment is provided by real estate collateral. In these circumstances, impairment is measured based upon the estimated fair value of the collateral. In addition, in certain circumstances, impairment may be based on the loan’s observable estimated fair value. Impairment with regard to substantially all of Ameris’ impaired loans has been measured based on the estimated fair value of the underlying collateral. At the time the contractual principal payments on a loan are deemed to be uncollectible, Ameris’ policy is to record a charge-off against the allowance for loan losses.

Nonperforming assets include loans classified as nonaccrual or renegotiated and foreclosed or repossessed assets. It is the general policy of the Company to stop accruing interest income and place the recognition of interest on a cash basis when any commercial, industrial or commercial real estate loan is 90 days or more past due as to principal or interest and/or the ultimate collection of either is in doubt, unless collection of both principal and interest is assured by way of collateralization, guarantees or other security. When a loan is placed on nonaccrual status, any interest previously accrued but not collected is reversed against current income unless the collateral for the loan is sufficient to cover the accrued interest or a guarantor assures payment of interest.

Loans are stated at unpaid balances, net of unearned income and deferred loan fees. Balances within the major loans receivable categories are represented in the following table:

(Dollars in Thousands)	March 31, 2009		December 31, 2008		March 31, 2008
Commercial, financial & agricultural	$	183,860	$	200,421	$	218,964
Real estate – residential		189,069		189,203		156,014
Real estate – commercial & farmland		1,077,044		1,070,483		1,002,849
Real estate – construction & development		151,539		162,887		172,600
Consumer installment		62,176		64,707		68,459
Other		9,235		8,076		3,551
	$	1,672,923	$	1,695,777	$	1,622,437

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NOTE 4 – ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses for the three months ended March 31, 2009, for the year ended December 31, 2008 and for the three months ended March 31, 2008 is as follows:

(Dollars in Thousands)	March 31, 2009			December 31, 2008			March 31, 2008
Balance, January 1	$	39,652		$	27,640		$	27,640
Provision for loan losses charged to expense		7,912			35,030			3,200
Loans charged off		(5,521	)		(24,340	)		(2,945	)
Recoveries of loans previously charged off		374			1,322			199
Ending balance	$	42,417		$	39,652		$	28,094

The following is a summary of information pertaining to impaired loans for the three months ended March 31, 2009 and the twelve months December 31, 2008:

(Dollars in Thousands)	March 31, 2009		December 31, 2008
Impaired loans	$	63,908	$	65,414
Valuation allowance related to impaired loans	$	10,019	$	9,078
Average investment in impaired loans	$	64,661	$	40,940
Interest income recognized on impaired loans	$	59	$	323
Foregone interest income on impaired loans	$	751	$	4,643

NOTE 5 – GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of cost over the fair value of the net assets purchased in business combinations. Goodwill is required to be tested annually for impairment or whenever events occur that may indicate that the recoverability of the carrying amount is not probable. In the event of an impairment, the amount by which the carrying amount exceeds the fair value is charged to earnings.

The determination of whether impairment has occurred is based on an estimate of undiscounted cash flows attributable to the assets as compared to the carrying value of the assets. If impairment has occurred, the amount of the impairment loss recognized would be determined by estimating the fair value of the assets and recording a loss if the fair value was less than the book value. On an annual basis, the Company engages an independent party to review business strategies as well as current and forecasted levels of earnings and capital. The most recent study, completed in the fourth quarter of 2008, found no impairment in the carrying value of goodwill.

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NOTE 6 – WEIGHTED AVERAGE SHARES OUTSTANDING

Due to the net loss reported at the end of the quarter ended March 31, 2009, the Company has excluded the effects of options as these would have been anti-dilutive. Earnings per share have been computed based on the following weighted average number of common shares outstanding:

	For the Three Months Ended March 31,
	2009		2008
	(share data in thousands)
Basic shares outstanding		13,527		13,497
Plus: Dilutive effect of ISOs		-		49
Plus: Dilutive effect of Restricted Grants		-		14
Diluted shares outstanding		13,527		13,560

NOTE 7 – OTHER BORROWINGS

The Company has certain borrowing arrangements with various financial institutions that are used in the Company’s operations primarily to fund growth in earning assets when appropriate spreads can be realized. At March 31, 2009, total other borrowings amounted to $7.0 million compared to $74.5 million at March 31, 2008. During the quarter, the Company reduced borrowings with the FHLB by $67.5 million. The reduction was made possible by the Company’s growth in total deposits over the last several quarters. At March 31, 2009, $2.0 million of the other borrowings consisted of borrowings with the FHLB of Atlanta.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. The Company uses the same credit policies in making commitments and conditional obligations as are used for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

The Company issues standby letters of credit, which are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and expire in decreasing amounts with varying terms. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds various assets as collateral supporting those commitments for which collateral is deemed necessary.

The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held may include accounts receivable, inventory, property, plant and equipment, residential real estate, and income-producing commercial properties on those commitments for which collateral is deemed necessary.

The following represent the Company’s commitments to extend credit and standby letters of credit:

(Dollars in Thousands)	March 31, 2009		March 31, 2008

Commitments to extend credit	$	141,233	$	187,125

Standby letters of credit	$	4,285	$	6,804

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

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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%

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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.

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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.

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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.

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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.

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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	%

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Non-Performing Assets

Non-performing assets include nonaccrual loans, accruing loans contractually past due 90 days or more, repossessed personal property, and other real estate. Loans are placed on nonaccrual status when management has concerns relating to the ability to collect the principal and interest and generally when such loans are 90 days or more past due. Management performs a detailed review and valuation assessment of impaired loans on a quarterly basis and recognizes losses when permanent impairment is identified. A loan is considered impaired when it is probable that not all principal and interest amounts will be collected according to the loan contract. When a loan is placed on nonaccrual status, any interest previously accrued but not collected is reversed against current income.

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 the end of 2008, instability in the market began to diminish, however, liquidity issues remain in place for certain borrowers leading the Bank to take a proactive stance in identifying new problem loans and increasing the pace of loan workouts through renegotiation with borrowers or through foreclosure. Management believes a shift towards smaller loan transactions in the Banks’ markets will allow us to work through this credit cycle faster than otherwise could have been expected.

For the quarter ended March 31, 2009, nonaccrual or impaired loans totaled $63.9 million, a decrease of approximately $1.5 million (net of charge-offs) since the period ended December 31, 2008. The decrease in nonaccrual loans is reflective of stabilizing real estate values in certain of the Company’s markets, particularly values of single family residential building lots and raw land. Total non-performing assets increased $8.0 million during the quarter ending March 31, 2009 when compared to the quarter ending December 31, 2008, to end at $78.2 million. The increase is attributed to a $9.6 million increase in foreclosed assets which was partially offset by the decline in nonaccrual loans. Non-performing assets as a percentage of loans and repossessed collateral were 4.63% and 4.13% at March 31, 2009 and December 31, 2008, respectively.

Non-performing assets were as follows:

(Dollars in Thousands)	March 31, 2009		December 31, 2008		March 31, 2008
Total nonaccrual loans	$	63,908	$	65,414	$	26,812
Accruing loans delinquent 90 days or more		2		2		7
Other real estate owned and repossessed collateral		14,271		4,742		5,727
Total non-performing assets	$	78,181	$	70,158	$	32,546

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Commercial Lending Practices

On December 12, 2006, the Federal Bank Regulatory Agencies released guidance on Concentration in Commercial Real Estate Lending. This guidance defines CRE loans as loans secured by raw land, land development and construction (including 1-4 family residential construction), multi-family property, and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property, excluding owner occupied properties (loans for which 50% or more of the source of repayment is derived from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property) or the proceeds of the sale, refinancing, or permanent financing of the property. Loans for owner occupied CRE are generally excluded from the CRE guidance.

The CRE guidance is applicable when either:

(a)	Total loans for construction, land development, and other land, net of owner occupied loans, represent 100% or more of a bank’s total risk-based capital; or
(b)	Total loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land, net of owner occupied loans, represent 300% or more of a bank’s total risk-based capital.

Banks that are subject to the CRE guidance’s criteria will need to implement enhanced strategic planning, CRE underwriting policies, risk management and internal controls, portfolio stress testing, risk exposure limits, and other policies, including management compensation and incentives, to address the CRE risks. Higher allowances for loan losses and capital levels may also be appropriate.

As of March 31, 2009, the Company exhibited a concentration in commercial real estate (CRE) loan category based on Federal Reserve Call codes. The primary risks of CRE lending are:

(a)	Within CRE loans, construction and development loans are somewhat dependent upon continued strength in demand for residential real estate, which is reliant on favorable real estate mortgage rates and changing population demographics;
(b)	On average, CRE loan sizes are generally larger than non-CRE loan types; and
(c)	Certain construction and development loans may be less predictable and more difficult to evaluate and monitor.

The following table outlines CRE loan categories and CRE loans as a percentage of total loans as of March 31, 2009 and December 31, 2008. The loan categories and concentrations below are based on Federal Reserve Call codes.

(Dollars in Thousands)	March 31, 2009					December 31, 2008
			% of Total					% of Total
	Balance		Loans			Balance		Loans
Construction & development loans	$	302,644		18	%	$	342,160		20	%
Multi-family loans		41,096		2	%		37,755		2	%
Nonfarm non-residential loans		577,167		35	%		563,445		33	%
Total CRE Loans	$	920,907		55	%	$	943,360		55	%
All other loan types		752,016		45	%		752,417		45	%
Total Loans	$	1,672,923		100	%	$	1,695,777		100	%

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The following table outlines the percent of total CRE loans, net owner occupied loans to total risk-based capital, and the Company's internal concentration limits as of March 31, 2009 and December 31, 2008.

	Internal			March 31, 2009			December 31, 2008
	Limit			Actual			Actual
Construction & development		150	%		162	%		181	%

Construction & development, multi-family and non-farm non-residential		300	%		348	%		358	%

Other Real Estate Owned

For the three months ended March 31, 2009, the Company sold one foreclosed asset with an aggregate estimated value of $290,000. The foreclosed asset sold was a nonfarm non-residential property which generally carries higher risks. During the same period, the Company foreclosed on 44 properties with an aggregate estimated value of $10.6 million. Approximately 66.0% of the newly foreclosed assets were construction and development properties.

The following is a summary of other real estate activity for the nine month period ending March 31, 2009:

(Dollars in Thousands)

Balance as of December 31, 2008	$	4,742
Write-down		(28	)
Improvements		59
Loss on sale of foreclosed assets		(161	)
Sale of 5 construction & development properties		(139	)
Sale of 1 residential properties		(295	)
Sale of 1 farmland property		(17	)
Sale of 4 non-farm non-residential property		(483	)
Foreclosure on 23 construction & development properties		7,038
Foreclosure on 18 residential properties		2,497
Foreclosure on 3 non-farm non-residential property		1,058
Balance as of March 31, 2009	$	14,271

The following is an inventory of other real estate as of March 31, 2009:

(Dollars in Thousands)
			Carrying
	Number		Amount
Construction & Development		35	$	9,110
Farmland		2		340
1-4 Residential		25		3,082
Non-Farm Non-Residential		12		1,739
Total Other Real Estate Owned		74	$	14,271

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Short-Term Investments

The Company’s short-term investments are comprised of federal funds sold and interest bearing balances. At March 31, 2009, the Company’s short-term investments were $137.8 million, compared to $144.4 million and $4.4 million at December 31, 2008 and March 31, 2008, respectively. At March 31, 2009, approximately 85.5% of the balance was comprised of interest bearing balances, the majority of which were at the FHLB.

Derivative Instruments and Hedging Activities

As of March 31, 2009, the Company had three cash flow hedges with notional amounts totaling $107.1 million. The cash flow hedges consisted of two interest rate floors with a total fair value of approximately $3.3 million and $3.2 million as of March 31, 2009 and 2008, respectively. During the three month period ended March 31, 2009, the Company purchased one LIBOR rate swap with a notional amount of $37.1 million. As of March 31, 2009, the fair value of the LIBOR swap was approximately $856,000.

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Capital

Capital management consists of providing equity to support both current and anticipated future operations. The Company is subject to capital adequacy requirements imposed by the Federal Reserve Board (the “FRB”) and the Georgia Department of Banking and Finance (the “GDBF”), and the Bank is subject to capital adequacy requirements imposed by the Federal Deposit Insurance Corporation (the “FDIC”) and the GDBF.

The FRB, the FDIC and the GDBF have adopted risk-based capital requirements for assessing bank holding company and bank capital adequacy. These standards define and establish minimum capital requirements in relation to assets and off-balance sheet exposure, adjusted for credit risk. The risk-based capital standards currently in effect are designed to make regulatory capital requirements more sensitive to differences in risk profiles among bank holding companies and banks and to account for off-balance sheet exposure. The regulatory capital standards are defined by three key measurements.

The “Leverage Ratio” is defined as Tier 1 capital to average assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a leverage ratio greater than or equal to 4.00%. For a bank to be considered “well capitalized” a bank must maintain a leverage ratio greater than or equal to 5.00%.

The “Core Capital Ratio” is defined as Tier 1 capital to total risk weighted assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a core capital ratio greater than or equal to 4.00%. For a bank to be considered “well capitalized” a bank must maintain a core capital ratio greater than or equal to 6.00%.

The “Total Capital Ratio” is defined as total capital to total risk weighted assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a total capital ratio greater than or equal to 8.00%. For a bank to be considered “well capitalized” a bank must maintain a total capital ratio greater than or equal to 10.00%.

As of March 31, 2009, under the regulatory capital standards the Bank was considered “well capitalized” under all capital measurements. The following table sets forth the Bank’s ratios at March 31, 2009, December 31, 2008 and March 31, 2008.

	March 31, 2009			December 31, 2008			March 31, 2008
Leverage Ratio (tier 1 capital to average assets)		7.27	%		7.25	%		8.61	%
Core Capital Ratio (tier 1 capital to risk weighted assets)		9.79	%		9.15	%		10.58	%
Total Capital Ratio (total capital to risk weighted assets)		11.06	%		10.41	%		11.84	%

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Earning Assets and Liabilities

The following tables set forth the amount of our interest income or interest expense for each category of interest-earning assets and interest-bearing liabilities and the average interest rate for total interest-earning assets and total interest-bearing liabilities, net interest spread and net yield on average interest-earning assets. Federally tax-exempt income is presented on a taxable-equivalent basis assuming a 35% federal tax rate.

	For the Three Months Ended								For the Three Months Ended
	March 31, 2009								March 31, 2008
(Dollars in thousands)	Average Balances			Income/ Expense			Yields/ Rates		Average Balances		Income/ Expense		Yields/ Rates
Assets
Interest-earning assets
Federal funds sold	$		33,034	$	41		0.50	%	$	-	$	-	0.00		%
Interest-bearing deposits with other banks			83,424		25		0.12			23,481		201	3.44
Investment securities-taxable			341,296		3,640		4.33			263,389		3,429	5.24
Investment securities- nontaxable (TE)			18,458		258		5.67			18,367		265	5.80
Other investments			6,797		17		1.01			9,951		140	5.66
Loans, net of unearned income (TE)			1,683,615		25,794		6.21			1,617,991		30,409	7.56
Total interest-earning assets			2,166,624		29,775		5.57	%		1,933,179		34,444	7.17		%

Noninterest-earning assets			180,334							182,382

Total assets (TE)	$		2,346,958						$	2,115,561


Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts	$	369,774		$	966		1.06	%	$	263,541	$	667	1.02	%
MMDA		268,946			1,051		1.58			348,671		2,783	3.21
Savings accounts		55,529			105		0.77			54,221		118	0.88
Retail CD’s < $100,000		439,781			3,936		3.63			355,852		4,058	4.59
Retail CD’s > $100,000		474,956			4,594		3.92			395,780		4,751	4.83
Brokered CD’s		189,538			1,503		3.22			139,036		1,765	5.11
Total interest-bearing deposits		1,798,524			12,155		2.74			1,557,101		14,142	3.65

Borrowings
FHLB advances		25,214			(8	)	(0.13	)		97,162		653	2.70
Subordinated debentures		42,269			436		4.18			42,269		686	6.53
Repurchase agreements		19,233			38		0.80			7,974		33	1.66
Correspondent bank line of credit and fed funds purchased		5,000			28		2.27			9,516		115	4.86
Total borrowings		91,716			494		2.18			156,921		1,487	3.81

Total interest-bearing liabilities		1,890,240			12,649		2.71			1,714,022		15,630	3.67

Noninterest-bearing deposits		204,010								191,860
Other liabilities		13,225								15,708
Stockholders’ equity		239,483								193,971

Total Liabilities and Stockholders’ Equity	$	2,346,958							$	2,115,561

Net interest income				$	17,126						$	18,814

Interest rate spread							2.86	%					3.50	%

Net interest margin							3.21	%					3.91	%

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Recent Developments

On November 21, 2008, the Company, elected to participate in the Capital Purchase Program (“CPP”) established under the Emergency Economic Stabilization Act of 2008 (“EESA”). Accordingly, on such date, the Company issued and sold to the United States Treasury (“Treasury”), for an aggregate cash purchase price of $52 million, (i) 52,000 shares (the“Preferred Shares”) of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share, and (ii) a ten-year warrant (the "Warrant”) to purchase up to 679,443 shares of the Company's common stock, par value $1.00 per share (the "Common Stock"), at an exercise price of $11.48 per share. The issuance and sale of these securities was a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Cumulative dividends on the Preferred Shares will accrue on the liquidation preference at a rate of 5% per annum for the first five years and at a rate of 9% per annum thereafter, but such dividends will be paid only if, as and when declared by the Company’s Board of Directors. The Preferred Shares have no maturity date and rank senior to the Common Stock (and pari passu with the Company’s other authorized preferred stock, of which no shares are currently designated or outstanding) with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company. Subject to the approval of the Board of Governors of the Federal Reserve System, the Preferred Shares are redeemable at the option of the Company at 100% of their liquidation preference, provided that the Preferred Shares by their terms may be redeemed prior to the first dividend payment date falling after the third anniversary of the Closing Date (February 15, 2012) only if (i) the Company has raised aggregate gross proceeds in one or more Qualified Equity Offerings (as defined in the Letter Agreement dated November 21, 2008 between the Company and the Treasury, including the Securities Purchase Agreement – Standard Terms incorporated by reference therein (collectively, the “Purchase Agreement”)) in excess of $13 million and (ii) the aggregate redemption price does not exceed the aggregate net proceeds from such Qualified Equity Offerings.

The Treasury may not transfer a portion or portions of the Warrant with respect to, and/or exercise the Warrant for more than one-half of, the 679,443 shares of Common Stock issuable upon exercise of the Warrant, in the aggregate, until the earlier of (i) the date on which the Company has received aggregate gross proceeds of not less than $52 million from one or more Qualified Equity Offerings and (ii) December 31, 2009. If the Company completes one or more Qualified Equity Offerings on or prior to December 31, 2009 that result in the Company receiving aggregate gross proceeds of not less than $52 million, then the number of the shares of Common Stock underlying the portion of the Warrant then held by the Treasury will be reduced by one-half of the number of shares of Common Stock originally covered by the Warrant. For purposes of the foregoing, as provided in the Purchase Agreement, “Qualified Equity Offering” is defined as the sale and issuance for cash by the Company to persons other than the Company or any Company subsidiary after the Closing Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier I capital of the Company at the time of issuance under the applicable risk-based capital guidelines of the Company’s federal banking agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

Notwithstanding the foregoing, as amended by the American Recovery and Reinvestment Act of 2009, which became effective on February 17, 2009, EESA now provides that, subject to consultation with the appropriate federal banking agency, the Secretary of the Treasury shall permit a CPP participant to repay assistance previously received from the Treasury without regard to whether such participant has replaced such funds from any other source or to any waiting period. If any such assistance is repaid, then the Treasury shall also liquidate warrants associated with such assistance at the current market price.

The Purchase Agreement pursuant to which the Preferred Shares and the Warrant were sold contains limitations on the payment of dividends on the Common Stock (including with respect to the payment of cash dividends in excess of $0.05 per share, which was the amount of the last regular dividend declared by the Company prior to October 14, 2008) and on the Company’s ability to repurchase its Common Stock, and subjects the Company to certain of the executive compensation limitations included in the EESA.

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Interest Rate Sensitivity and Liquidity

The Company’s primary market risk exposures are credit, interest rate risk, and to a lesser degree, liquidity risk. The Bank operates under an Asset Liability Management Policy approved by the Company’s Board of Directors and the Asset and Liability Committee (the “ALCO Committee”). The policy outlines limits on interest rate risk in terms of changes in net interest income and changes in the net market values of assets and liabilities over certain changes in interest rate environments. These measurements are made through a simulation model which projects the impact of changes in interest rates on the Bank’s assets and liabilities. The policy also outlines responsibility for monitoring interest rate risk, and the process for the approval, implementation and monitoring of interest rate risk strategies to achieve the Bank’s interest rate risk objectives.

The ALCO Committee is comprised of senior officers of Ameris and two outside members of the Company’s Board of Directors. The ALCO Committee makes all strategic decisions with respect to the sources and uses of funds that may affect net interest income, including net interest spread and net interest margin. The objective of the ALCO Committee is to identify the interest rate, liquidity and market value risks of the Company’s balance sheet and use reasonable methods approved by the Company’s board and executive management to minimize those identified risks.

The normal course of business activity exposes the Company to interest rate risk. Interest rate risk is managed within an overall asset and liability framework for the Company. The principal objectives of asset and liability management are to predict the sensitivity of net interest spreads to potential changes in interest rates, control risk and enhance profitability. Funding positions are kept within predetermined limits designed to properly manage risk and liquidity. The Company employs sensitivity analysis in the form of a net interest income simulation to help characterize the market risk arising from changes in interest rates. In addition, fluctuations in interest rates usually result in changes in the fair market value of the Company’s financial instruments, cash flows and net interest income. The Company’s interest rate risk position is managed by the ALCO Committee.

The Company uses a simulation modeling process to measure interest rate risk and evaluate potential strategies. Interest rate scenario models are prepared using software created and licensed from an outside vendor. The Company’s simulation includes all financial assets and liabilities. Simulation results quantify interest rate risk under various interest rate scenarios. Management then develops and implements appropriate strategies. ALCO has determined that an acceptable level of interest rate risk would be for net interest income to decrease no more than 5.00% given a change in selected interest rates of 200 basis points over any 24 month period.

Liquidity management involves the matching of the cash flow requirements of customers, who may be either depositors desiring to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs, and the ability of Ameris to manage those requirements. The Company strives to maintain an adequate liquidity position by managing the balances and maturities of interest-earning assets and interest-bearing liabilities so that the balance it has in short-term investments at any given time will adequately cover any reasonably anticipated immediate need for funds. Additionally, the Bank maintains relationships with correspondent banks, which could provide funds on short notice, if needed. The Company has invested in Federal Home Loan Bank stock for the purpose of establishing credit lines with the Federal Home Loan Bank. The credit availability to the Bank is equal to 20% of the Bank's total assets as reported on the most recent quarterly financial information submitted to the regulators subject to the pledging of sufficient collateral. At March 31, 2009 there were $2.0 million in advances outstanding with the Federal Home Loan Bank and there were $5 million in advances outstanding on the Company’s line of credit held with a corresponding bank.

The following liquidity ratios compare certain assets and liabilities to total deposits or total assets:

	March 31, 2009			December 31, 2008			September 30, 2008			June 30, 2008			March 31, 2008
Investment securities available for sale to total deposits		16.96	%		18.27	%		15.83	%		16.48	%		16.58	%
Loans (net of unearned income) to total deposits		82.46	%		84.22	%		94.67	%		94.76	%		90.93	%
Interest-earning assets to total assets		92.08	%		92.09	%		92.27	%		92.09	%		91.18	%
Interest-bearing deposits to total deposits		89.76	%		89.64	%		88.98	%		88.65	%		88.81	%

The liquidity resources of the Company are monitored continuously by the ALCO Committee and on a periodic basis by state and federal regulatory authorities. As determined under guidelines established by these regulatory authorities, the Company’s and the Bank's liquidity ratios at March 31, 2009 were considered satisfactory. The Company is aware of no events or trends likely to result in a material change in liquidity.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed only to U. S. dollar interest rate changes, and, accordingly, the Company manages exposure by considering the possible changes in the net interest margin. The Company does not have any trading instruments nor does it classify any portion of the investment portfolio as held for trading. The Company’s hedging activities are limited to cash flow hedges and are part of the Company’s program to manage interest rate sensitivity. At March 31, 2009, the Company had two effective interest rate floors with notional amounts totaling $70 million and one effective LIBOR rate swap with a notional amount of $37.1 million. The floors are hedging specific cash flows associated with certain variable rate loans and have strike rates of 7.00%. Maturities range from September 2009 to September 2011. The LIBOR rate swap exchanges fixed rate payments of 4.15% for floating rate payments based on the 3-Month LIBOR. The LIBOR swap matures December 2018. Finally, the Company has no exposure to foreign currency exchange rate risk, commodity price risk and other market risks.

Interest rates play a major part in the net interest income of a financial institution. The sensitivity to rate changes is known as “interest rate risk”. The repricing of interest-earning assets and interest-bearing liabilities can influence the changes in net interest income. As part of the Company’s asset/liability management program, the timing of repriced assets and liabilities is referred to as "Gap management".

The Company uses simulation analysis to monitor changes in net interest income due to changes in market interest rates. The simulation of rising, declining and flat interest rate scenarios allows management to monitor and adjust interest rate sensitivity to minimize the impact of market interest rate swings. The analysis of the impact on net interest income over a twelve-month period is subjected to a gradual 200 basis point increase or decrease in market rates on net interest income and is monitored on a quarterly basis.

Additional information required by Item 305 of Regulation S-K is set forth under Part I, Item 2 of this report.

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Item 4. Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report, as required by paragraph (b) of Rules 13a-15 or 15d-15 of the Exchange Act. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective.

During the quarter ended March 31, 2009, there was not any change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.	Legal Proceedings
	Nothing to report with respect to the period covered by this Report.

Item 1A.	Risk Factors
	There have been no material changes to the risk factors disclosed in Item 1A. of Part 1 in our Annual Report on Form 10-K for the year ended December 31, 2008.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	None.


Item 3.	Defaults upon Senior Securities
	None.

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Item 4.		Submission of Matters to a Vote of Security Holders
		None.

Item 5.		Other Information
		None.


Item 6.		Exhibits
		The exhibits required to be furnished with this report are listed on the exhibit index attached hereto.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	AMERIS BANCORP

Date: May 8, 2009

	/s/Dennis J. Zember Jr.
	Dennis J. Zember Jr.,
	Executive Vice President and Chief Financial Officer
	(duly authorized signatory and principal accounting officer)

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Articles of Incorporation of Ameris Bancorp, as amended (incorporated by reference to Exhibit 2.1 to Ameris Bancorp’s Regulation A Offering Statement on Form 1-A filed August 14, 1987).

3.2	Amendment to Amended Articles of Incorporation (incorporated by reference to Exhibit 3.1.1 to Ameris Bancorp’s Form 10-K filed March 28, 1996).

3.3	Amendment to Amended Articles of Incorporation (incorporated by reference to Exhibit 4.3 to Ameris Bancorp’s Registration Statement on Form S-4 filed with the Commission on July 17, 1996).

3.4	Articles of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.5 to Ameris Bancorp’s Annual Report on Form 10-K filed with the Commission on March 25, 1998).

3.5	Articles of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.7 to Ameris Bancorp’s Annual Report on Form 10-K filed with the Commission on March 26, 1999).

3.6	Articles of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.9 to Ameris Bancorp’s Annual Report on Form 10-K filed with the Commission on March 31, 2003).

3.7	Articles of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the Commission on December 1, 2005).

3.8	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the Commission on March 14, 2005).

10.1	Executive Employment Agreement with Andrew B. Cheney dated as of February 18, 2009 (incorporated by reference to Exhibit 10.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the Commission on February 23, 2009).

31.1	Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive Officer

31.2	Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Financial Officer

32.1	Section 1350 Certification by the Company’s Chief Executive Officer

32.2	Section 1350 Certification by the Company’s Chief Financial Officer