EXHIBIT 99.2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Ameris Bancorp

Moultrie, Georgia

We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements of Ameris Bancorp for the year ended December 31, 2009, and have issued our report thereon dated March 11, 2010. We have also audited the statement of assets acquired and liabilities assumed by Ameris Bank, a wholly-owned subsidiary of Ameris Bancorp (collectively, “the Company”), pursuant to the Purchase and Assumption Agreement dated as of October 23, 2009 (the “Agreement”). This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the statement of assets acquired and liabilities assumed by Ameris Bank based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of assets acquired and liabilities assumed by Ameris Bank is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the accompanying statement of assets acquired and liabilities assumed by Ameris Bank as of October 23, 2009 is fairly presented, in all material respects, in conformity with accounting principles generally accepted in the United States of America.

/s/ Porter Keadle Moore, LLP

Atlanta, Georgia

March 12, 2010

Statement of Assets Acquired and Liabilities Assumed

by Ameris Bank

(a wholly owned subsidiary of Ameris Bancorp)

(dollars in thousands)

	October 23, 2009
Assets acquired:
Cash and due from banks	$	26,452
Securities available for sale		10,242
Loans		56,482
Other real estate owned		2,165
FDIC indemnification asset		24,200
Core deposit intangible		187
Accrued interest receivable and other assets		1,266
Total assets acquired		120,994
Liabilities assumed:
Deposits		100,470
Federal Home Loan Bank advances		7,802
Other liabilities		277
Total liabilities assumed		108,549
Net assets acquired	$	12,445

The accompanying notes are an integral part of these financial statements

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NOTES TO STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

by AMERIS BANK

(a wholly-owned subsidiary of AMERIS BANCORP)

Note 1 — FDIC-Assisted Acquisition of Certain Assets and Liabilities of American United Bank

On October 23, 2009 (the “Closing Date”), Ameris Bank (the “Bank”), a wholly-owned subsidiary of Ameris Bancorp (the “Company”), entered into that certain Purchase and Assumption Agreement (the “Agreement”) by and among the Federal Deposit Insurance Corporation (the “FDIC”), as Receiver of American United Bank, Lawrenceville, Georgia (“American United”), the Bank and the FDIC acting in its corporate capacity, pursuant to which the Bank acquired certain assets, and assumed substantially all of the deposits and certain liabilities, of American United.

American United operated a single branch located in a northeast suburb of Atlanta, Georgia. The Bank assumed all of the deposits of American United, totaling $100.5 million at fair value. Additionally, the Bank acquired loans with an estimated fair value of $56.5 million and an unpaid principal balance of $85.7 million and other real estate owned (“OREO”) having a fair value of $2.2 million. Investment securities available for sale totaling $10.2 million at fair value were purchased and the Bank assumed $7.8 million in amounts owed to the Federal Home Loan Bank of Atlanta (the “FHLB”). All of the acquired loans and OREO are covered by loss-sharing agreements between the FDIC and the Bank.

The assets acquired and liabilities assumed in the American United transaction (the “Acquisition”) are presented at their estimated fair values as of the Closing Date. The fair values of the assets acquired and liabilities assumed were determined as described in Note 3 below. These fair value estimates are considered preliminary and are subject to change after the Closing Date as additional information relative to Closing Date fair values becomes available. The Bank and the FDIC are engaged in ongoing discussions that may impact which assets and liabilities are ultimately acquired or assumed by the Bank and/or the purchase prices. In addition, the tax treatment of FDIC-assisted acquisitions is complex and subject to interpretations that may result in future adjustments of deferred taxes as of the Closing Date.

Note 2 — Loss-sharing Agreement and FDIC Indemnification Asset

As part of the Agreement, the Bank and the FDIC entered into certain loss-sharing agreements. Pursuant to the terms of these loss-sharing agreements, the FDIC’s obligation to reimburse the Bank for losses with respect to certain loans and OREO begins with the first dollar of loss incurred. Approximately $85.7 million in pre-Acquisition book value and commitments of assets, which include single-family residential mortgage assets, commercial real estate, commercial and industrial loans, consumer loans, credit card loans and other commercial assets, are covered under these agreements. The amounts covered by the loss-sharing agreements are the pre-Acquisition book values of the underlying assets, the contractual balance of unfunded commitments that were acquired and certain future net direct costs. The FDIC will reimburse the Bank for 80% of losses up to $38 million with respect to covered assets of American United and for 95% of losses in excess of that amount. The Bank will reimburse the FDIC for its share of recoveries with respect to losses for which the FDIC paid the Bank a reimbursement under the loss-sharing agreements. Certain other assets of American United were acquired by the Bank that are not covered by loss-sharing agreements with the FDIC. These assets include investment securities purchased at fair market value and other tangible assets.

The loss-sharing agreements applicable to single-family residential mortgage assets provides for FDIC loss sharing and Bank reimbursement to the FDIC, in each case as described above, for ten years. The loss-sharing agreement applicable to commercial and other loans and other assets provides for FDIC loss sharing for five years and Bank reimbursement of recoveries to the FDIC for eight years, in each case as described above.

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The following table summarizes the assets covered by the loss-sharing agreements, the amount covered by the FDIC and the fair value (dollars in thousands):

					Loss Sharing Certificate
Assets subject to loss-sharing:	Amounts covered		Fair Value		SFR certificate (10 years for losses)		Commercial certificate (5 years for losses)
Loans	$	85,663	$	56,482	$	1,766	$	83,897
OREO		3,750		2,165		1,162		2,588
Total	$	89,413	$	58,647	$	2,928	$	86,485

The loss-sharing agreements are subject to certain servicing procedures as specified in agreements with the FDIC. The expected reimbursements under the loss-sharing agreements were recorded as indemnification assets on the statement of assets acquired and liabilities assumed by the Bank at their estimated fair value of $24.2 million as of the Closing Date. The FDIC loss share indemnification assets reflect the present value of the expected net cash reimbursement related to the loss-sharing agreements described above.

Note 3 — Basis of Presentation

The Bank has determined that the Acquisition constitutes a business acquisition as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed are presented at their estimated fair values as required by that topic. Fair values were determined based on the requirements of ASC Topic 820, Fair Value Measurements. In many cases the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. The following is a description of the methods used to determine the fair values of significant assets and liabilities and the fair value determination of each involves significant estimates and assumptions.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the audited statement of assets acquired and liabilities assumed by the Bank. The most significant assumptions related to this statement concern the estimates of fair value.

Cash, cash items, due from banks and federal funds sold, interest-bearing deposits in banks and the Federal Reserve account

The carrying amount of these assets is a reasonable estimate of fair value based on their short term nature. Cash items consist of items that are readily convertible into cash and have maturities less than three months.

Investment Securities

Investment securities were acquired at their fair values at pricing supplied by an independent third party investment broker.

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Loans

Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, accrual status, fixed or variable interest rate, term of loan, prepayments, whether or not the loan was amortizing and a discount rate reflecting the Bank’s assessment of risk inherent in the cash flow estimates. Loans were grouped together according to similar characteristics and were treated in the certain groups when applying various valuation techniques.

The Bank has used the provisions of ASC 310, Loans and Debt Securities Acquired with Deteriorated Credit Quality, which applies to a loan with evidence of deterioration of credit quality since origination, acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. ASC 310 prohibits carrying over or creating an allowance for loan losses upon initial recognition for loans which fall under the scope of this standard. As of the Closing Date, the preliminary estimate of the contractually required payments receivable for all ASC 310 loans acquired in the Acquisition was $65.4 million and the estimated fair value of the loans was $37.1 million, net of an accretable yield of $1.9 million, the difference between the value of the loans on our balance sheet and the cash flows they are expected to produce. These amounts were determined based upon the estimated remaining life of the underlying loans, which include the effects of estimated prepayments. As of the Closing Date, a majority of these loans were valued based on the liquidation value of the underlying collateral because the future cash flows are primarily based on the liquidation of underlying collateral. There was no allowance for credit losses established related to these FASB ASC 310 loans as of the Closing Date, based on the provision of this standard.

Core deposit intangible

This intangible asset represents the value of the relationships that American United had with its deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base, reserve requirements and the net maintenance cost attributable to customer deposits.

Other Real Estate Owned (OREO)

American United has $2.2 million in fair value of OREO and foreclosed properties, which includes all real estate, other than bank premises used in bank operations, owned or controlled by American United, including real estate acquired in settlement of loans. Properties are recorded at their estimated fair values as of the Closing Date. Fair values of OREO are determined by sales agreement or appraisal, and costs to sell are based on estimation per the terms and conditions of the sales agreement or terms customary for real estate transactions.

FDIC indemnification asset

These loss-sharing assets are measured separately from the related loans and OREO acquired as they are not contractually embedded in the assets and are not transferable with the assets should the Bank choose to dispose of them. Fair value was estimated using projected cash flows related to the loss-sharing agreements based on the expected reimbursements for losses and the applicable loss-sharing percentages. These expected reimbursements do not include reimbursable amounts related to future covered expenditures. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC.

FHLB Advances

American United had $7.8 million in fair value of FHLB advances. Fair value was determined based on the cost to liquidate the liability including accrued interest.

Other Assets, Accrued Expenses and Other Liabilities

All other assets, accrued expenses and other liabilities are recorded at American United’s book value which was determined to approximate fair value as of the Closing Date.

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Deferred taxes

As a result of the $12.4 million bargain purchase gain on the Acquisition, the Bank recorded a $4.3 million deferred tax liability, related to the difference between the financial statement and tax basis of the acquired loans and OREO and FDIC indemnification assets. Deferred taxes are reported based upon the principles in ASC Topic 740, Income Taxes, and are calculated based on the estimated federal and state income tax rates currently in effect for the Bank.

Deposits

The fair values used for the demand and savings deposits that comprise the accounts acquired in the Acquisition equal, by definition, the amount payable on demand at the reporting date. The fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered to the interest rates embedded on such time deposits.

Note 4 — Net Assets Acquired

Under the terms of the Agreement, the FDIC agreed to transfer to the Bank (i) certain assets subject to loss-sharing agreements at book value, (ii) certain assets that are not subject to the loss-sharing agreements at a contractually-specified purchase price, (iii) certain assets at fair value and (iv) certain liabilities at book value.

Details related to the transfers, as of the Closing Date, are as follows:

	October 23, 2009 (dollars in 000’s)
Net Assets assumed per purchase and assumption agreement	$	2,136
Cash received from the FDIC		17,100
Purchase accounting adjustments:
Loans		(29,181	)
OREO		(1,585	)
FDIC indemnification asset		24,200
Deposits		(131	)
Core deposit intangible		187
FHLB advances		(737	)
Other assets		456
Net asset acquired	$	12,445

Note 5 — Investment Securities

The table below reflects the type of acquired investment securities and related fair value as of the Closing Date (dollars in thousands):

Security	Maturity	Fair Value		Yield
GNMA MBS	10/20/2034	$	1,720	3.88	%
GNMA MBS	9/20/2035	$	4,869	4.10	%
GNMA MBS	3/20/2036	$	2,590	3.44	%
GNMA MBS	7/20/2034	$	1,063	3.84	%
		$	10,242	3.87	%

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Note 6 — Loans

The following table presents information regarding the loan portfolio acquired as of the Closing Date at fair value (dollars in thousands):

	Loans with deterioration of credit quality		Loans without a deterioration of credit quality		Total loans, at fair value
Construction and development	$	16,513	$	991	$	17,504
Real estate secured		8,460		3,583		12,043
Commercial, industrial, agricultural		12,102		14,393		26,495
Consumer		2		438		440
	$	37,077	$	19,405	$	56,482

The acquired portfolio contained both fixed and variable rate loans. The following table provides information about the portfolio according to loan rate type and at fair value as of the Closing Date (dollars in thousands):

						Fair Value amounts with:
	Fair Value		Effective Yield		Maturity (years)	Fixed Rates		Variable Rates
Construction and development	$	17,504	10.28	%	0.58	$	9,210	$	8,294
Real estate secured		12,043	7.60	%	2.36		5,907		6,136
Commercial, industrial, agricultural		26,495	7.36	%	5.20		13,472		13,023
Consumer		440	5.72	%	2.75		309		131
	$	56,482	8.30	%	3.14	$	28,898	$	27,584

A majority of the acquired portfolio shows some deterioration of credit quality; therefore, it is likely that the loan portfolios actual maturity and yields will differ from the contractual amounts shown above.

There are no unused commitments for troubled debt restructurings as of the Closing Date.

Loans are placed on non-accrual status when it has been determined that the full collection of principal and interest is in doubt, typically when the loan becomes 90 days past due. Payments received on non-accrual loans are applied to principal until all past due principal payments have been recovered and then applied to interest. Non-accrual loans may be returned to accrual status once the borrower is current on all past due principal and interest payments and shows the ability to continue to pay under the terms of the borrowing agreement for the foreseeable future. Delinquency is determined based on the contractual terms of the loan agreements.

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The following table presents purchased loans accounted for under ASC Topic 310-30 as of the Closing Date:

October 23, 2009

(dollars in 000’s)

Contractually-required principal and interest	$	65,438
Non-accretable difference		(26,416	)
Cash flows expected to be collected	$	39,022
Accretable yield		(1,945	)
Fair value of loans accounted for under ASC 310-30	$	37,077

Pursuant to an AICPA letter dated December 18, 2009, the AICPA summarized the SEC Staff’s view regarding the accounting in subsequent periods for discount accretion associated with loan receivables acquired in a business combination or asset purchase. Regarding the accounting for such loan receivables, in the absence of further standard setting, the AICPA understands that the SEC Staff would not object to an accounting policy based on contractual cash flows (ASC Topic 310-20 approach) or an accounting policy based on expected cash flows (ASC Topic 310-30 approach). As such, the Bank believes analogizing to ASC Topic 310-30 is the more appropriate option to follow in accounting for the credit portion of the fair value discount. By doing so, the non-ASC Topic 310-30 loans are only being accreted up to the value that the acquirer expected to receive at acquisition of the loan.

Note 7 — Intangible Assets

The statement of assets acquired and liabilities assumed reflects a core deposit intangible asset of $187,000 as of the Closing Date. The core deposit intangible asset will be amortized utilizing the straight line amortization method over an estimated economic life not to exceed three years. The Bank will review the valuation of this intangible asset periodically to ensure that no impairment has occurred. If any impairment is subsequently determined, the Bank will record the impairment as an expense in its consolidated statement of operations.

In connection with the Acquisition, the fair value of the assets acquired exceeded the consideration paid. Accordingly, no goodwill was recorded as a result of the Acquisition and the Bank recorded a pre-tax bargain purchase gain of $12.4 million.

Note 8 — Deposits

Deposits assumed consist of the following as of the Closing Date:

	October 23, 2009
	Fair Value		Weighted Average Contractual Yield
	(dollars in thousands)
Non-interest bearing demand deposits	$	1,266	0.00	%
Interest bearing demand deposits		6,387	1.67	%
Savings deposits		221	0.25	%
Time deposits		92,596	3.09	%
Total	$	100,470	2.97	%

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As of the Closing Date, the scheduled maturities of time deposits with balances of more than $100,000 were as follows:

	October 23, 2009
	Fair Value
	(dollars in thousands)
0 – 3 months	$	3,649
3 – 6 months		3,404
6 – 12 months		6,623
Over one year		1,172
Total	$	14,848

As of the Closing Date, the vast majority of the acquired time deposits were concentrated in national or out-of-market deposit accounts that had no identifiable relationship with the Bank. In accordance with certain guidelines, the Company adjusted the contractual rates of the out-of-market time deposits to levels deemed to be market level rates. Customers whose rates were adjusted had the right to redeem their time deposits without a penalty for early withdrawal (dollars in thousands).

Contractual maturity	Balance		Contractual Rate		Adjusted Rate		Percentage deemed out-of-market
0-3 months	$	21,911	3.69	%	1.31	%	73.20	%
3-6 months		18,043	3.12	%	1.28	%	74.70	%
6-12 months		39,271	2.47	%	1.15	%	84.10	%
1-2 years		12,136	3.73	%	1.48	%	94.30	%
over 2 years		1,235	5.07	%	3.40	%	60.50	%
	$	92,596	3.09	%	1.29	%	80.71	%

Note 9 — Advances from the FHLB

As of the Closing Date, there was $7.8 million of outstanding borrowings from the FHLB at estimated fair value. The borrowings were secured by a blanket lien on eligible loans plus cash and were recorded at their estimated fair values which were derived using prepayment pricing supplied by the FHLB. Additional information regarding the loans is set forth in the following table:

FHLB Advance	Maturity	Balance (dollars in thousands)		Rate		Fair Value		Maturity (years)
Convertible	5/14/2014	$	5,000	4.90	%	$	5,632	4.6
Convertible	5/18/2012	$	2,000	4.49	%	$	2,170	2.6
		$	7,000	4.78	%	$	7,802	4.0

Note 10 — Subsequent Events

The Bank has evaluated subsequent events through the time of filing this Current Report on Form 8-K/A on March 12, 2010. There were no reportable events.

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