<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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, 1999

                                       OR

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

         For the transition period from ______________to_______________

                         Commission file number: 0-20960



                              HAMILTON BANCORP INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


             FLORIDA                                  65-0149935
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)             


 3750 N.W. 87TH AVENUE, MIAMI, FLORIDA                 33178
(Address of Principal Executive Offices)             (Zip Code)


      Registrant's Telephone Number, Including Area Code: (305) 717 - 5500


      ---------------------------------------------------------------------

  Indicate by check X 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  [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                             Yes [ ]  No  [ ]
                                   

<PAGE>   2

ITEM 1                  
                         PART I. FINANCIAL INFORMATION
                        
                      HAMILTON BANCORP INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CONDITION
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                                March           December 31,
                                                                                              -----------       -----------  
                                                                                                 1999                1998
                                                                                              -----------       -----------
                                                                                              (Unaudited)         (Audited)
<S>                                                                                           <C>               <C>        
                                     ASSETS

CASH AND DEMAND DEPOSITS WITH OTHER BANKS                                                     $    24,073       $    24,213
FEDERAL FUNDS SOLD                                                                                 62,488            87,577
                                                                                              -----------       -----------
      Total cash and cash equivalents                                                              86,561           111,790

INTEREST EARNING DEPOSITS WITH  OTHER BANKS                                                       116,447           200,203
SECURITIES AVAILABLE FOR SALE                                                                     133,476            69,725
SECURITIES HELD TO MATURITY                                                                        35,471            30,292
OTHER INVESTMENT, AT COST                                                                          15,000            15,000
LOANS-NET                                                                                       1,106,122         1,163,705
DUE FROM CUSTOMERS ON BANKERS ACCEPTANCES                                                          50,757            75,567
DUE FROM CUSTOMERS ON DEFERRED PAYMENT LETTERS OF CREDIT                                            5,455             6,468
PROPERTY AND EQUIPMENT-NET                                                                          4,660             4,775
ACCRUED INTEREST RECEIVABLE                                                                        17,462            19,201
GOODWILL-NET                                                                                        1,789             1,833
OTHER ASSETS                                                                                       21,899             9,004
                                                                                              -----------       -----------
TOTAL                                                                                         $ 1,595,099       $ 1,707,563
                                                                                              ===========       ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

DEPOSITS                                                                                      $ 1,385,715       $ 1,477,052
TRUST PREFERRED SECURITIES                                                                         12,650            11,000
OTHER BORROWINGS                                                                                       --             6,116
BANKERS ACCEPTANCES OUTSTANDING                                                                    50,757            75,567
DEFERRED PAYMENT LETTERS OF CREDIT OUTSTANDING                                                      5,455             6,468
OTHER LIABILITIES                                                                                  10,545             7,814
                                                                                              -----------       -----------
     Total liabilities                                                                          1,465,122         1,584,017
                                                                                              -----------       -----------

STOCKHOLDERS' EQUITY:
     Common stock, $.01 par value, 75,000,000 shares authorized, 10,059,479 shares
       issued and outstanding at March 31, 1999 and 10,050,062 shares issued
       and outstanding at December 31, 1998                                                           101               100
     Capital surplus                                                                               60,321            60,117
     Retained earnings                                                                             69,884            63,815
     Accumulated other comprehensive loss                                                            (329)             (486)
                                                                                              -----------       -----------
     Total stockholders' equity                                                                   129,977           123,546
                                                                                              -----------       -----------
TOTAL                                                                                         $ 1,595,099       $ 1,707,563
                                                                                              ===========       ===========

</TABLE>

See accompanying notes to consolidated financial statements.

                                                                               1

<PAGE>   3

                      HAMILTON BANCORP INC. AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF INCOME
                  (Dollars in thousands except per share data)
                                        
<TABLE>
<CAPTION>
                                                          Three Months Ended March 31,
                                                         ----------------------------
                                                             1999             1998    
                                                         -----------      -----------
                                                                  (Unaudited)
<S>                                                      <C>              <C>        

INTEREST INCOME:
  Loans, including fees                                  $    25,529      $    23,406
  Deposits with other banks                                    3,241            2,279
  Investment securities                                        2,756            1,012
  Federal funds sold                                             466              250
                                                         -----------      -----------
    Total                                                     31,992           26,947
INTEREST EXPENSE:

  Deposits                                                    18,168           14,737
  Trust preferred securities                                     302               -- 
  Federal funds purchased and other borrowing                    105              127
                                                         -----------      -----------
     Total                                                    18,575           14,864
                                                         -----------      -----------
NET INTEREST INCOME                                           13,417           12,083

PROVISION FOR CREDIT LOSSES                                      900            2,315
                                                         -----------      -----------
NET INTEREST INCOME AFTER PROVISION FOR CREDIT
  LOSSES                                                      12,517            9,768
                                                         -----------      -----------
NON-INTEREST INCOME:
  Trade finance fees and commissions                           2,990            3,395
  Structuring and syndication fees                               577              289
  Customer service fees                                          183              145
  Gain on sale of loans                                          188               -- 
  Other                                                          349              136
                                                         -----------      -----------
     Total                                                     4,287            3,965
                                                         -----------      -----------
OPERATING EXPENSES:

  Employee compensation and benefits                           3,344            2,995
  Occupancy and equipment                                        960            1,070
  Other                                                        2,864            1,871
                                                         -----------      -----------
     Total                                                     7,168            5,936
                                                         -----------      -----------

INCOME BEFORE PROVISION FOR INCOME TAXES                       9,636            7,797

PROVISION FOR INCOME TAXES                                     3,567            2,892
                                                         -----------      -----------

NET INCOME                                               $     6,069      $     4,905
                                                         ===========      ===========
NET INCOME PER COMMON SHARE:
     BASIC                                               $      0.60      $      0.50
                                                         ===========      ===========
     DILUTED                                             $      0.59      $      0.48
                                                         ===========      ===========
AVERAGE SHARES OUTSTANDING:
     BASIC                                                10,056,111        9,844,915
                                                         ===========      ===========
     DILUTED                                              10,283,235       10,208,765
                                                         ===========      ===========


</TABLE>

See accompanying notes to consolidated financial statements.





                                                                               2

<PAGE>   4


                      HAMILTON BANCORP INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                  Three Months Ended March
                                                                                                 -------------------------
                                                                                                     1999          1998
                                                                                                  --------       --------
                                                                                                         (Unaudited)
                        
<S>                                                                                                <C>           <C>    
NET INCOME                                                                                         $ 6,069       $ 4,905

OTHER COMPREHENSIVE INCOME, Net of tax:
   Unrealized appreciation (depreciation) in securities available for sale during period               344          (144)
   Less:  Reclassification adjustment for write off of a foreign bank stock                           (187)
                                                                                                   -------       -------
                Total                                                                                  157          (144)
                                                                                                   -------       -------
COMPREHENSIVE INCOME                                                                               $ 6,226       $ 4,761
                                                                                                   =======       =======


</TABLE>

See accompanying notes to consolidated financial statements







                                                                               3





<PAGE>   5

                      HAMILTON BANCORP INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 (Dollars in thousands, except per share data)


<TABLE>
<CAPTION>
                                                                                                      Accumulated           
                                                      Common Stock                                       Other          Total
                                                --------------------------    Capital    Retained   Comprehensive   Stockholders'
                                                  Shares          Amount      Surplus    Earnings        Loss           Equity
                                                ----------      ----------  ----------  ----------  -------------   ------------
<S>                                             <C>             <C>         <C>         <C>           <C>            <C>       
Balance, December 31, 1998 (audited)            10,050,062      $      100  $   60,117  $   63,815    $     (486)    $  123,546

Issuance of 9,417 shares of common
   stock from exercise of options                    9,417               1         204                                      205

Net change in unrealized loss on
  securities available for sale, net of taxes                                                                157            157

Net income for the three months ended
  March 31, 1999                                                                             6,069                        6,069
                                                ----------      ----------  ----------  ----------    ----------     ----------
Balance as of March 31, 1999
  (Unaudited)                                   10,059,479      $      101  $   60,321  $   69,884    $     (329)    $  129,977
                                                ==========      ==========  ==========  ==========    ==========     ==========


</TABLE>




See accompanying notes to consolidated financial statements. 









                                                                               4


<PAGE>   6


                      HAMILTON BANCORP INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                                 For Three Months Ended March
                                                                                 ---------------------------
                                                                                      1999            1998
                                                                                 -----------       ---------
<S>                                                                                <C>             <C>      
sASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                    $   6,069       $   4,905
       Adjustments to reconcile net income to net cash
         provided by operating activities:
         Depreciation and amortization                                                   369             280
         Provision for credit losses                                                     900           2,315
         Deferred tax provision (benefit)                                                 28            (674)
         Write off of available for sale security                                        187               0
         Gain on sale of loans                                                          (188)              0
         Proceeds from the sale of bankers acceptances and
           loan participations, net of loan participations purchased                   5,715          33,256
       Increase in accrued interest receivable and other assets                      (11,237)         (1,338)
       Increase in other liabilities                                                   2,638           9,117
                                                                                   ---------       ---------
         Net cash provided by operating activities                                     4,481          47,861
                                                                                   ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Increases in interest-earning deposits with other banks                          83,756          22,159
     Purchase of securities available for sale                                      (293,385)        (75,576)
     Purchase of securities held to maturity                                          (6,261)         (3,000)
     Proceeds from sales and maturities of securities available for sale             229,612          68,662
     Proceeds from paydowns of securities held to maturity                             1,074               0
     Proceeds from sale of loans                                                      11,148               0
     Decrease (increase) in loans-net                                                 40,063        (152,622)
     Purchases of property and equipment-net                                            (119)           (392)
                                                                                   ---------       ---------
         Net cash provided by (used in) investing activities                          65,888        (140,769)
                                                                                   ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net (decrease) increase  in deposits                                             (91,337)         62,462
    Proceeds from trust preferred securities offering                                  1,650           2,388
    Payment of other borrowing                                                        (6,116)              0
    Net proceeds from exercise of common stock options                                   205             996
    Net cash (used in) provided by financing activities                              (95,598)         65,846

NET DECREASE IN CASH AND CASH EQUIVALENTS                                            (25,229)        (27,062)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                 111,790          91,434
                                                                                   ---------       ---------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                     $  86,561       $  64,372
                                                                                   =========       =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:
  Interest paid during the period                                                  $  18,821       $  14,236
                                                                                   =========       =========
  Income taxes paid during the period                                              $      45       $     220
                                                                                   =========       =========


</TABLE>

See accompanying notes to consolidated financial statements 



                                                                               5
<PAGE>   7
                         HAMILTON BANCORP AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999

NOTE 1:  BASIS OF PRESENTATION

The consolidated statements of condition for Hamilton Bancorp Inc. and
Subsidiary (the "Company") as of March 31, 1999 and December 31, 1998, the
related consolidated statements of income, stockholders' equity and the cash
flows for the three months ended March 31, 1999 and 1998 included in the Form
10-Q have been prepared by the Company in conformity with the instructions to
Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. The statements are unaudited
except for the consolidated statement of condition as of December 31, 1998.

The accounting policies followed for interim financial reporting are consistent
with the accounting policies set forth in Note 1 to the consolidated financial
statements appearing in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 as filed with the Securities and Exchange Commission.

NOTE 2: NET INCOME PER COMMON SHARE

Basic earnings per share is computed by dividing the Company's net income by the
weighted average number of shares outstanding during the period.

Diluted earnings per share is computed by dividing the Company's net income by
the weighted average number of shares outstanding and the dilutive impact of
potential common stock, primarily stock options. The dilutive impact of common
stock is determined by applying the treasury stock method.

NOTE 3: SALE OF LOANS

During the three months ended March 31, 1999, the Company sold $8.1 million of
its residential mortgage loan portfolio realizing a gain of $106 thousand. This
was due primarily to a status change during 1998 in the Bank's designation to a
wholesale bank for purposes of the Community Reinvestment Act. This designation
is due largely to the Company's focus on trade finance. In addition, the Company
sold a $3.0 million foreign loan realizing a gain of $82 thousand.

NOTE 4: TRUST PREFERRED SECURITIES

On December 28, 1998, the Company issued $11,000,000 of 9.75% Beneficial
Unsecured Securities, Series A (the "Preferred Securities") out of a guarantor
trust. On January 14, 1999, the Trust issued an additional $1,650,000 of
Preferred Securities upon the exercise of an over-allotment by the underwriters.
The Trust holds 9.75% Junior Subordinated Deferrable Interest Debentures, Series
A (the "Subordinated Debentures") of the Company purchased with the proceeds of
the securities issued. Interest from the Subordinated Debentures of the Company
is used to fund the preferred dividends of the Trust. Distributions on the
Preferred Securities are cumulative and are payable quarterly. The Trust must
redeem the Preferred Securities when the Subordinated Debentures are paid at
maturity on or after December 31, 2028, or upon earlier redemption. Subject to
the Company having received any required approval of regulatory agencies, the
Company has the option at any time on or after December 31, 2008 to redeem the
Subordinated Debentures, in whole or in part. Additionally, the Company has the
option at any time prior to December 31, 2008 to redeem the Subordinated
Debentures, in whole but not in part, if certain regulatory or tax events occur
or if there is a change in certain laws that require the Trust to register under
the law. The Preferred Securities are considered to be Tier I capital for
regulatory purposes.


                                                                               6

<PAGE>   8

      ITEM 2.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      INTRODUCTION 

      Hamilton Bancorp Inc. ("Bancorp") is a bank holding company which conducts
      operations principally through its 99.8 percent subsidiary, Hamilton Bank,
      N.A. (the "Bank" and, collectively with Bancorp, the "Company"). The Bank
      is a national bank which specializes in financing trade flows between
      domestic and international companies on a global basis, with particular
      emphasis on trade with and between South America, Central America, the
      Caribbean (collectively, the "Region") and the United States. The Bank has
      a network of eight FDIC-insured branches with seven Florida locations in
      Miami, Sarasota, Tampa, West Palm Beach and Winter Haven, and a branch in
      San Juan, Puerto Rico. On March 8, 1999, the Company received regulatory
      approval for the opening of an additional branch. This branch is scheduled
      to be opened in July 1999.

      FINANCIAL CONDITION - MARCH 31, 1999 VS. DECEMBER 31, 1998.

      Total consolidated assets decreased $112.5 million, or 6.6 percent, during
      the first three months of 1999, which included a decrease of $97.5 million
      in interest earning assets and $15.0 million in non-interest earning
      assets. As a consequence, total deposits decreased $91.3 million. The
      decrease in consolidated assets reflects decreases of $57.6 million in
      loans-net, $83.8 million in interest-earning deposits with other banks and
      $25.1 million in federal funds sold. During the quarter the Company began
      to adjust its asset composition to take advantage of a greater flow of
      goods into the U. S. market, due to its strong consumer demand and vibrant
      economic environment, while continuing to finance trade between the U. S.
      and its global trading partners. As a consequence, the Company's exposure
      in the Region was significantly reduced relative to the U. S. The
      securities portfolio increased $68.9 million reflecting the temporary
      redeployment of maturing loans and interest-earning deposits with other
      banks in the Region.

      CASH, DEMAND DEPOSITS WITH OTHER BANKS AND FEDERAL FUNDS SOLD

      Cash, demand deposits with other banks and federal funds sold are
      considered cash and cash equivalents. Balances of these items fluctuate
      daily depending on many factors which include or relate to the particular
      banks that are clearing funds, loan payoffs, deposit gathering and reserve
      requirements. Cash, demand deposits with other banks and federal funds
      sold were $86.6 million at March 31, 1999 compared to $111.8 million at
      December 31, 1998.

      INTEREST-EARNING DEPOSITS WITH OTHER BANKS AND INVESTMENT SECURITIES

      Interest-earning deposits with other banks decreased to $116.4 million at
      March 31, 1999 from $200.2 million at December 31, 1998. These deposits
      are placed with correspondent banks in the Region, generally on a short
      term basis (less than 365 days), to increase yields and enhance
      relationships with the correspondent banks. The level of such deposits has
      diminished as the exposure in the Region has decreased during the three
      months ended March 31, 1999. The short term nature of these deposits
      allows the Company the flexibility to later redeploy assets into a higher
      yielding domestic loan component.

      Investment securities increased to $183.9 million at March 31, 1999 from
      $115.0 million at December 31, 1998. The increase has been primarily in
      U.S. government agency securities and to a lesser extent U. S. government
      mortgage backed securities classified as held to maturity. The government
      agency securities are short term in nature and allow the Company the
      flexibility of liquidity and the ability to convert these assets into
      higher yielding loans as these become accessible. The mortgage backed
      securities diversify the Company's portfolio, are eligible collateral for
      securing public funds and qualify as a Community Reinvestment Act
      investment.


                                                                               7

<PAGE>   9


LOANS

The Company's gross loan portfolio decreased by $57.4 million, or 4.9 percent,
during the first three months of 1999 in relation to the year ended December 31,
1998. Commercial-domestic loans increased by $53.0 million and domestic
acceptances discounted increased by $13.1 million or 19.1 percent. This was
offset by decreases in loans to banks and other financial institutions - foreign
of $57.7 million and commercial foreign loans of $33.8 million. Details on the
loans by type are shown in the table below. At March 31, 1999 approximately 36.9
percent of the Company's portfolio consisted of loans to domestic borrowers and
63.1 percent of the Company's portfolio consisted of loans to foreign borrowers.
The Company's loan portfolio is relatively short-term, as approximately 57.5 and
66.8 percent of loans at March 31, 1999 were short-term loans with average
maturities of less than 180 and less than 365 days, respectively. See "Interest
Rate Sensitivity Report".

The following table sets forth the loans by type in the Company's loan portfolio
at the dates indicated.

LOANS BY TYPE
(in thousands)

<TABLE>
<CAPTION>
                                              March 31, 1999     December 31, 1998
                                                ----------          ----------
<S>                                             <C>                 <C>       
Domestic:

Commercial (1)                                  $  342,020          $  289,032
Acceptances discounted                              69,777              56,706
Residential mortgages                                2,309              10,494
Installment                                            177                 232
                                                ----------          ----------
Subtotal Domestic                                  414,283             356,464
                                                ----------          ----------

Foreign:

Banks and other financial institutions             246,331             304,011
Commercial and industrial (1)                      371,993             405,819
Acceptances discounted                              45,467              72,597
Government and official institutions                44,007              40,639
                                                ----------          ----------
Subtotal Foreign                                   707,798             823,066
                                                ----------          ----------
Total Loans                                     $1,122,081          $1,179,530


</TABLE>


(1) Includes pre-export financing, warehouse receipts and refinancing of letter
of credits.



                                                                               8
<PAGE>   10



The following tables reflect largely both the Company's growth and
diversification in financing trade flows between the United States and the
Region in terms of loans by country and cross-border outstandings by country.
The aggregate amount of the Company's crossborder outstandings by primary credit
risk include cash and demand deposits with other banks, interest earning
deposits with other banks, investment securities, due from customers on bankers
acceptances, due from customers on deferred payment letters of credit and
loans-net. Exposure levels in any given country at the end of each period may be
impacted by the flow of trade between the United States (and to a large extent
Florida) and the given countries, as well as the price of the underlying goods
or commodities being financed.

At March 31, 1999 approximately 28.6 percent in principal amount of the
Company's loans were outstanding to borrowers in four countries other than the
United States: Panama (11.5 percent), Brazil (6.3 percent), Guatemala (6.2
percent) and Peru (4.6 percent).

LOANS BY COUNTRY
(Dollars in thousands)


<TABLE>
<CAPTION>
                                        March 31, 1999            December 31, 1998
                                 --------------------------  --------------------------
                                                 Percent of                  Percent of 
Country                            Amount       Total Loans    Amount       Total Loans
                                 ----------     -----------  ----------     -----------
<S>                              <C>                <C>      <C>                <C>  
United States                    $  414,283         36.9%    $  356,464         30.2%
Argentina                            39,783          3.5%        38,171          3.2%
Bolivia                              18,393          1.6%        20,816          1.8%
Brazil                               70,427          6.3%        60,685          5.1%
Colombia                             42,016          3.7%        43,793          3.7%
Dominican Republic (1)                   --           --         29,563          2.5%
Ecuador                              37,555          3.3%        46,917          4.0%
El Salvador                          33,087          2.9%        37,196          3.2%
Guatemala                            69,098          6.2%       119,227         10.1%
Honduras                             43,445          3.9%        59,564          5.0%
Jamaica                              17,548          1.6%        29,066          2.5%
Mexico                               24,000          2.1%        25,250          2.1%
Panama                              129,373         11.5%       119,615         10.1%
Peru                                 51,778          4.6%        49,382          4.2%
Suriname                             17,541          1.6%        21,868          1.9%
Venezuela (1)                            --           --         19,756          1.7%
Other (2)                           113,754         10.3%       102,197          8.7%
                                 ----------        -----     ----------        ----- 
Total                            $1,122,081        100.0%    $1,179,530        100.0%

</TABLE>


(1)   These countries had loans in periods presented which did not exceed 1
      percent of total assets.
(2)   Other consists of loans to borrowers in countries in which loans did not
      exceed 1 percent of total assets.







                                                                               9
<PAGE>   11




At March 31, 1999 approximately 29.7 percent in cross-border outstandings were
outstanding to borrowers in five countries other than the United States: Panama
(8.6 percent), Guatemala (6.8 percent), Brazil (6.5 percent), Peru (3.9
percent), and Honduras (3.9 percent).

TOTAL CROSS-BORDER OUTSTANDINGS BY COUNTRY

(Dollars in millions)


<TABLE>
<CAPTION>
                                 March 31, 1999         December 31, 1998
                               --------------------   ---------------------
                                         % of Total              % of Total
                               Amount       Assets    Amount       Assets
                               ------        ------   ------        -------
<S>                            <C>            <C>     <C>            <C> 
Argentina                      $   55         3.4%    $   59         3.5%
Bahamas (1)                        37         2.3%        --          -- 
Bolivia                            22         1.4%        26         1.5%
Brazil                            103         6.5%       100         5.9%
B.W. Indies                        45         2.8%        36         2.1%
Colombia                           52         3.3%        54         3.2%
Costa Rica                         14         0.9%        16         0.9%
Dominican Republic                 31         1.9%        48         2.8%
Ecuador                            53         3.3%       100         5.9%
El Salvador                        50         3.1%        52         3.1%
Guatemala                         108         6.8%       131         7.7%
Honduras                           62         3.9%        69         4.1%
Jamaica                            28         1.8%        40         2.4%
Mexico                             24         1.5%        25         1.5%
Nicaragua (1)                      --          --         15         0.9%
Panama                            137         8.6%       119         7.0%
Peru                               63         3.9%        56         3.3%
Suriname                           24         1.5%        27         1.6%
Venezuela                          14         0.9%        19         1.1%
Other (2)                          51         3.2%        83         4.9%
                               ------        ----     ------        ---- 
Total                          $  973        61.0%    $1,075        63.4%
                               ======        ====     ======        ==== 


</TABLE>


(1)   These countries had outstandings in periods presented which did not exceed
      1 percent of total assets.
(2)   Other consists of cross-border outstandings to countries in which such
      cross-border outstandings did not exceed 0.75 percent of the Company's
      total assets at any of the dates shown.



                                                                              10
<PAGE>   12




CONTINGENCIES - COMMERCIAL LETTERS OF CREDIT
(in thousands)

The following table sets forth the total volume and average monthly volume of
the Company's export and import letters of credit for each of the periods
indicated. As shown by the table, the volume of commercial letters of credit
decreased by 47.2 percent to $106.0 million for the three months ended March 31,
1999 when compared to the same period in 1998. This is a result of shifts
towards more on-balance sheet financing and an increase in financing a greater
domestic component.


<TABLE>
<CAPTION>
                                                 Three Months Ended March 31,                       Year Ended              
                                      --------------------------------------------------      ----------------------
                                               1999                        1998                  December 31, 1998
                                      ----------------------      ----------------------      ----------------------
                                                     Average                    Average                      Average 
                                        Total        Monthly       Total        Monthly        Total        Monthly 
                                       Volume        Volume        Volume        Volume        Volume        Volume  
                                      --------      --------      --------      --------      --------      --------
<S>                                   <C>           <C>           <C>           <C>           <C>           <C>     
Export Letters of Credit (1)          $ 45,313      $ 15,104      $107,766      $ 35,922      $397,683      $ 33,140
Import Letters of Credit (1)            60,654        20,218        92,872        30,957       349,099        29,092
                                      --------      --------      --------      --------      --------      --------
Total                                 $105,967      $ 35,322      $200,638      $ 66,879      $746,782      $ 62,232
                                      ========      ========      ========      ========      ========      ========

</TABLE>


(1)   Represents certain contingent liabilities not reflected on the Company's
      balance sheet.







                                                                              11





<PAGE>   13



The following table sets forth the distribution of the Company's contingent
liabilities by country of the applicant and issuing bank for import and export
letters of credit, respectively. As shown by the table, contingent liabilities
decreased by 20.7 percent from December 31, 1998 to March 31, 1999. Individual
fluctuations reflect relative changes in the flow of trade or instruments used
in financing such trade.

CONTINGENT LIABILITIES (1)
(in thousands)


<TABLE>
<CAPTION>
                                March 31, 1999    December 31, 1998
                                    --------          --------
<S>                                <C>               <C>     
Argentina (2)                      $     --          $  1,680
Aruba (2)                             1,124                -- 
Bolivia                               2,441             3,890
Costa Rica (2)                           --             2,846
Dominican Republic                    5,959             7,015
Ecuador                               1,333             3,703
El Salvador                           2,723             1,995
Guatemala                             7,787            26,132
Guyana                                2,363             2,374
Haiti                                 1,991             2,088
Honduras                              3,647             2,427
Nicaragua (2)                         1,572                -- 
Panama                                6,664            14,538
Paraguay                              1,325             1,961
Suriname                              3,190            11,690
Switzerland                           2,119             1,588
United States                        55,597            39,415
Other (3)                             2,199             5,374
                                   --------          --------
Total                              $102,034          $128,716
                                   ========          ========


</TABLE>



(1)   Includes export and import letters of credit, standby letters of credit
      and letters of indemnity.
(2)   These countries had contingencies which represented less than 1 percent of
      the Company's total contingencies at periods presented in the above dates.
(3)   Other includes those countries in which contingencies represent less than
      1 percent of the Company's total contingencies at each of the above dates.

ALLOWANCE FOR CREDIT LOSSES

The allowance for credit losses reflects management's judgment of the level of
allowance adequate to provide for reasonably foreseeable losses, based upon the
following factors: (i) the economic conditions in those countries in the Region
in which the Company conducts trade finance activities; (ii) the credit
condition of its customers and correspondent banks, as well as the underlying
collateral, if any; (iii) historical experience; and (iv) the average maturity
of its loan portfolio.

In addition, although the Company's credit losses have been relatively limited
to date, management believes that the level of the Company's allowance should
reflect the potential for political and economic instability in certain
countries of the 




                                                                              12
<PAGE>   14

Region and the possibility that serious economic difficulties in a country could
adversely affect all of the Company's loans to borrowers in or doing business
with that country.

Determining the appropriate level of the allowance for credit losses requires
management's judgment, including application of the factors described above to
assumptions and estimates made in the context of changing political and economic
conditions in many of the countries of the Region. Accordingly, there can be no
assurance that the Company's current allowance for credit losses will prove to
be adequate in light of future events and developments. At March 31, 1999 the
allowance for credit losses was approximately $13.6 million.

The following table provides certain information with respect to the Company's
allowance for credit losses, provision for credit losses, charge-off and
recovery activity for the periods shown.

CREDIT LOSS EXPERIENCE
(in thousands)


<TABLE>
<CAPTION>
                                                                     Three Months Ended     Year Ended
                                                                       March 31, 1999    December 31,1998
                                                                     ------------------  ----------------
<S>                                                                     <C>                <C>        
Balance of allowance for credit losses at beginning of period           $    12,794        $    10,317
Charge-offs:
Domestic:
   Commercial                                                                    --             (3,357)
   Acceptances                                                                   --               (100)
   Installment                                                                   (1)                -- 
                                                                        -----------        -----------
 Total Domestic                                                                  (1)            (3,457)
                                                                        -----------        -----------
Foreign:
   Banks and other financial institutions                                        --             (3,901)
   Commerical and industrial                                                   (101)                -- 
                                                                        -----------        -----------
 Total Foreign                                                                 (101)            (3,901)
                                                                        -----------        -----------
Total charge-offs                                                              (102)            (7,358)
                                                                        -----------        -----------
Recoveries:
Domestic:
   Commercial                                                                    --                 12
Foreign:
  Banks and other financial institutions                                         --                202
                                                                        -----------        -----------
 Total recoveries                                                                --                214
                                                                        -----------        -----------
Net (charge-offs) recoveries                                                   (102)            (7,144)
Provision for credit losses                                                     900              9,621
                                                                        -----------        -----------
Balance at end of the period                                            $    13,592        $    12,794
                                                                        ===========        ===========
Average loans                                                           $ 1,162,203        $ 1,168,451
Total loans                                                             $ 1,122,081        $ 1,179,530
Net charge-offs to average loans                                               0.01%              0.61%
Allowance to total loans                                                       1.21%              1.08%


</TABLE>



                                                                              13

<PAGE>   15




The following tables set forth an analysis of the allocation of the allowance
for credit losses by category of loans and the allowance for credit losses
allocated to foreign loans. The allowance is established to cover potential
losses inherent in the portfolio as a whole or is available to cover potential
losses on any of the Company's loans.

ALLOCATION OF ALLOWANCE FOR CREDIT LOSSES
(in thousands)

<TABLE>
<CAPTION>
                                                                    As of               As of
                                                               March 31, 1999     December 31, 1998
                                                               --------------     ------------------
<S>                                                              <C>                 <C>      
Allocation of the allowance by category of loans:
Domestic:
   Commercial                                                    $   3,983           $     945
   Acceptances                                                         845                 211
   Residential                                                          28                  66
   Installment                                                           2                   3
   Overdraft                                                           160                 190
                                                                 ---------           ---------
       Total domestic                                                5,018               1,415
Foreign:
   Government and official institutions                                533                  -- 
   Banks and other financial institutions                            2,984               3,033
   Commercial and industrial                                         4,506               8,010
   Acceptances discounted                                              551                 336
                                                                 ---------           ---------
      Total foreign                                                  8,574              11,379
Total                                                            $  13,592           $  12,794
                                                                 =========           =========
Percent of loans in each category to total loans:
Domestic:
   Commercial                                                         29.3%               23.9%
   Acceptances                                                         6.2%                4.8%
   Residential                                                         0.2%                0.9%
   Installment                                                         0.0%                0.0%
   Overdraft                                                           1.2%                0.6%
                                                                 ---------           ---------
      Total domestic                                                  36.9%               30.2%
Foreign:
   Banks and other financial institutions                             22.0%               25.8%
   Commercial and industrial                                          33.1%               34.4%
   Acceptances discounted                                              4.1%                6.2%
   Government and official Institutions                                3.9%                3.4%
                                                                 ---------           ---------
      Total foreign                                                   63.1%               69.8%
Total                                                                100.0%              100.0%
                                                                 =========           =========


</TABLE>




                                                                              14


<PAGE>   16


ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES ALLOCATED TO FOREIGN LOANS
(in thousands)

<TABLE>
<CAPTION>
                                       March 31, 1999    December 31, 1998
                                       --------------    -----------------
<S>                                       <C>                <C>     
Balance, beginning of year                $ 11,379           $  7,890
Provision for credit losses                 (2,704)             7,188
Net charge-offs                               (101)            (3,699)
                                          --------           --------
Balance, end of period                    $  8,574           $ 11,379
                                          ========           ========

</TABLE>



The Company does not have a rigid charge-off policy but instead charges off
loans on a case-by-case basis as determined by management and approved by the
Board of Directors. In some instances, loans may remain in the nonaccrual
category for a period of time during which the borrower and the Company
negotiate restructured repayment terms.

The Company attributes its favorable asset quality to the short-term nature of
its loan portfolio, the composition of its borrower base, the importance that
borrowers in the Region attach to maintaining their continuing access to
financing for foreign trade and the Company's loan underwriting policies.

The Company accounts for impaired loans in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 114, Accounting by Creditors for
Impairment of a Loan. Under these standards, individually identified impaired
loans are measured based on the present value of payments expected to be
received, using the historical effective loan rate as the discount rate.
Alternatively, measurement may also be based on observable market prices or, for
loans that are solely dependent on the collateral for repayment, measurement may
be based on the fair value of the collateral. The Company evaluates commercial
loans individually for impairment, while groups of smaller-balance homogeneous
loans (generally residential mortgage and installment loans) are collectively
evaluated for impairment.

The following table sets forth information regarding the Company's nonperforming
loans at the dates indicated.

NONPERFORMING LOANS
(in thousands)


<TABLE>
<CAPTION>
                                                     March 31, 1999    December 31, 1998
                                                     --------------    -----------------
<S>                                                      <C>               <C>    
Domestic:
   Non accrual                                           $ 2,294           $ 2,189
   Past due over 90 days and accruing                         93                69
                                                         -------           -------
      Total domestic nonperforming loans                   2,387             2,258
                                                         -------           -------

Foreign
   Non accrual                                             7,834             6,396
   Past due over 90 days and accruing                         --               404
                                                         -------           -------
      Total foreign nonperforming loans                    7,834             6,800
                                                         -------           -------
Total nonperforming loans                                $10,221           $ 9,058
                                                         =======           =======

Total nonperforming loans to total loans                    0.91%             0.77%
Total nonperforming assets to total assets                  0.64%             0.53%


</TABLE>

                                                                              15

<PAGE>   17



At March 31, 1999 and December 31, 1998 the Company had no nonaccruing
investment securities

DUE FROM CUSTOMERS ON BANKERS' ACCEPTANCES AND DEFERRED PAYMENT LETTERS OF
CREDIT.

Due from customers on bankers' acceptances and deferred payment letters of
credit were $50.8 million and $5.5 million, respectively, at March 31, 1999
compared to $75.6 million and $6.5 million, respectively, at December 31, 1998.
These assets represent a customer's liability to the Company while the
Company's? corresponding liability to third parties is reflected on the balance
sheet as "Bankers Acceptances Outstanding" and "Deferred Payment Letters of
Credit Outstanding".

OTHER ASSETS

Other assets increased by $12.9 million during the three months ended March 31,
1999 primarily due to certain placements that were transferred to other assets.
The Company was in the process of selling these placements and the sale
transactions were completed in the first week of April 1999.

DEPOSITS

The primary sources of the Company's domestic time deposits are its eight Bank
branches located in Florida and Puerto Rico. In pricing its deposits, the
Company analyzes the market carefully, attempting to price its deposits
competitively with the other financial institutions in the area.

Total deposits were $1,385.7 million at March 31, 1999 compared to $1,477.1
million at December 31, 1998. The decrease in deposits during the three month
period was largely in certificates of deposits over $100,000 which decreased by
$134.1 million. This decrease was offset by certificates of deposit under
$100,000 which increased by $44.2 million.

 The following table indicates the maturities and amounts of certificates of
deposit and other time deposits issued in denominations of $100,000 or more as
of March 31, 1999:

MATURITIES OF AND AMOUNTS OF CERTIFICATES OF DEPOSITS AND OTHER TIME DEPOSITS
$100,000 OR MORE
(in thousands)

<TABLE>
<CAPTION>
                                         Certificates        Other Time              
                                          of Deposits         Deposits                
                                        $100,000 or More  $100,000 or More       Total
                                        ----------------  ----------------      --------
<S>                                         <C>               <C>               <C>     
Three months or less                        $129,361          $ 41,698          $171,059
Over 3 through 6 months                       88,605             1,148            89,753
Over 6 through 12 months                     154,532                --           154,532
Over 12 months                                23,768                --            23,768
                                            --------          --------          --------
Total                                       $396,266          $ 42,846          $439,112
                                            ========          ========          ========

</TABLE>

TRUST PREFERRED SECURITIES

The trust preferred securities increased by $1.7 million as a result of the
exercise of the over allotment option by the underwriter. See Note 4 to the
Consolidated Financial Statements for further details.



                                                                              16

<PAGE>   18

STOCKHOLDERS' EQUITY

The Company's stockholders' equity at March 31, 1999 was $130.0 million compared
to $123.5 million at December 31, 1998. During this period stockholders' equity
increased by $6.1 million primarily due to the retention of net income.

INTEREST RATE SENSITIVITY

The following table presents the projected maturities or interest rate
adjustments of the Company's earning assets and interest-bearing funding sources
based upon the contractual maturities or adjustment dates at March 31, 1999. The
interest-earning assets and interest-bearing liabilities of the Company and the
related interest rate sensitivity gap given in the following table may not be
reflective of positions in subsequent periods.

















                                                                              17

<PAGE>   19


                        INTEREST RATE SENSITIVITY REPORT
                             (Dollars in thousands)
                                                        

<TABLE>
<CAPTION>
                                               0 to 30      31 to 90   91 to 180  181 to 365    1 to 5      Over 5  
                                                 Days         Days       Days        Days        Years       Years       Total
                                              ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                                           <C>         <C>         <C>         <C>         <C>         <C>         <C>       
Earning Assets:
   Loans                                      $  165,496  $  283,083  $  196,353  $  104,476  $  308,644  $   64,029  $1,122,081

   Federal funds sold                             62,488      62,488

   Investment securities                          24,929      99,065       3,000         600       1,700      53,065     182,359

   Interest earning deposits with
     other banks                                   6,011      70,990      35,946       3,500          --                 116,447
                                              ----------  ----------  ----------  ----------  ----------  ----------  ----------
Total                                            258,924     453,138     235,299     108,576     310,344     117,094   1,483,375
                                              ----------  ----------  ----------  ----------  ----------  ----------  ----------

Funding Sources: 
   Savings and transaction deposits               58,374      49,696                                                     108,070

   Certificates of deposits of $100 or more       59,584      69,777      88,605     154,532      23,768          --     396,266

   Certificates of deposits under $100            79,360     167,865     215,001     239,835      14,795          78     716,934

   Other time deposits                            23,104      18,594       1,148                                          42,846

   Funds overnight                                42,200                                                                  42,200

   Trust preferred securities                                                                                 12,650      12,650
                                              ----------  ----------  ----------  ----------  ----------  ----------  ----------

Total                                         $  262,622  $  305,932  $  304,754  $  394,367  $   38,563  $   12,728  $1,318,966
                                              ==========  ==========  ==========  ==========  ==========  ==========  ==========

Interest sensitivity gap                      $   (3,698) $  147,206  $  (69,455) $ (285,791) $  271,781  $  104,366  $  164,409
                                              ==========  ==========  ==========  ==========  ==========  ==========  ==========

Cumulative gap                                $   (3,698) $  143,508  $   74,053  $ (211,738) $   60,043  $  164,409
                                              ==========  ==========  ==========  ==========  ==========  ========== 
Cumulative gap as a percentage
   of total earning assets                         -0.25%       9.67%       4.99%     -14.27%       4.05%   11.08%
                                              ==========  ==========  ==========  ==========  ==========  ========== 

</TABLE>


LIQUIDITY

Cash and cash equivalents decreased by $25.2 million from December 31, 1998.
During the first quarter of 1999, net cash provided by operating activities was
$4.5 million, net cash provided by investing activities was $65.9 which was
offset by net cash used by financing activities of $95.6 million. For further
information on cash flows, see the Consolidated Statement of Cash Flows.


                                                                              18

<PAGE>   20


The Company's principal sources of liquidity and funding are its diverse deposit
base and the sales of bankers' acceptances as well as loan participations. The
level and maturity of deposits necessary to support the Company's lending and
investment activities is determined through monitoring loan demand and through
its asset/liability management process. Consideration in managing the Company's
liquidity position include, but is not limited to, scheduled cash flows from
existing assets, contingencies and liabilities, as well as projected liquidity
needs arising from anticipated extensions of credit. Furthermore the liquidity
position is monitored daily by management to maintain a level of liquidity
conducive to efficient operations and is continuously evaluated as part of the
asset/liability management process.

The majority of the Company's deposits are short-term and closely match the
short-term nature of the Company's assets. See "Interest Rate Sensitivity
Report." At March 31, 1999 interest-earning assets maturing within six months
were $947.4 million, representing 63.9 percent of total earning assets and
earning assets maturing within one year were $1.056 billion or 71.2 percent of
total earning assets. The interest bearing liabilities maturing within six
months were $873.3 million or 66.2 percent of total interest bearing liabilities
and maturing within one year were $1.268 billion or 96.1 percent of the total at
March 31, 1999.

The short-term nature of the loan portfolio and the fact that a portion of the
loan portfolio consists of bankers' acceptances provides additional liquidity to
the Company. Liquid assets at March 31, 1999 were $312 million, 19.6 percent of
total assets, and consisted of cash and cash equivalents, due from banks-time
and U. S. government agency securities that are unpledged. At March 31, 1999 the
Company had been advised of $79 million in available interbank funding.

CAPITAL RESOURCES

Bancorp and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can result in certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Company's financial statements. The regulations require
Bancorp and the Bank to meet specific capital adequacy guidelines that involve
quantitative measures of their assets, liabilities and certain off-balance sheet
items as calculated under regulatory accounting practices. Bancorp's and the
Bank's capital classification are also subject to qualitative judgments by the
regulators about interest rate risk, concentration of credit risk and other
factors.

Quantitative measures established by regulation to ensure capital adequacy
require Bancorp and the Bank to maintain minimum amounts and ratios (set forth
in the table below) of Tier I capital (as defined in the regulations) to total
averages assets (as defined) and minimum ratios of Tier I and total capital (as
defined) to risk-weighted assets (as defined). Bancorp's and the Bank's actual
capital amounts and ratios are also presented in the table.









                                                                              19

<PAGE>   21



BANCORP CAPITAL RATIOS
(Dollars in thousands)


<TABLE>
<CAPTION>
                                                      March 31, 1999          December 31, 1998     
                                                  --------------------     ---------------------
                                                   Amount        Ratio      Amount         Ratio
                                                  --------       -----     --------        -----
<S>                                               <C>             <C>      <C>             <C>  
Tier 1 risk-weighted
Capital:
   Actual                                         $140,822        13.4%    $133,603        12.0%
   Minimum                                          41,984         4.0%      44,411         4.0%
Total risk-weighted
Capital:
   Actual                                          153,936        14.7%     146,397        13.2%
   Minimum                                          83,968         8.0%      88,822         8.0%
Leverage:
   Actual                                          140,822         8.4%     133,603         8.0%
   Minimum                                          50,198         3.0%      50,204         3.0%

</TABLE>


BANK CAPITAL RATIOS
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                      March 31, 1999         December 31, 1998     
                                                  --------------------     -------------------- 
                                                   Amount        Ratio      Amount         Ratio
                                                  --------        ----     --------        ---- 
<S>                                               <C>             <C>      <C>             <C>  
Tier 1 risk-weighted capital:
   Actual                                         $136,648        13.0%    $121,886        11.0%
   Minimum to be well capitalized                   62,951         6.0%      66,461         6.0%
   Minimum to be adequately capitalized             41,967         4.0%      44,307         4.0%
Total risk-weighted capital:
   Actual                                          149,757        14.3%     134,680        12.2%
   Minimum to be well capitalized                  104,918        10.0%     110,768        10.0%
   Minimum to be adequately capitalized                 34         8.0%      88,614         8.0%
Leverage:
  Actual                                           136,648         8.2%     121,886         7.3%
   Minimum to be well capitalized                   83,207         5.0%      83,086         5.0%
   Minimum to be adequately capitalized             66,566         4.0%      66,649         4.0%

</TABLE>

MARKET RISK MANAGEMENT

In the normal course of conducting business activities, the Company is exposed
to market risk which includes both price and liquidity risk. The Company's price
risk arises from fluctuations in interest rates, and foreign exchange rates that
may result in changes in values of financial instruments. The Company does not
have material direct market risk related to commodity and equity prices.
Liquidity risk arises from the possibility that the Company may not be able to
satisfy current and future financial commitments or that the Company may not be
able to liquidate financial instruments at market prices. Risk management
policies and procedures have been established and are utilized to manage the
Company's?exposure to market risk. The strategy of the Company is to operate at
an acceptable risk environment while





                                                                              20
<PAGE>   22

maximizing its earnings.

Market risk is managed by the Asset Liability Committee which formulates and
monitors the performance of the Company based on established levels of market
risk as dictated by policy. In setting the tolerance levels of market risk, the
Committee considers the impact on both earnings and capital, based on potential
changes in the outlook in market rates, global and regional economies,
liquidity, business strategies and other factors.

The Company's? asset and liability management process is utilized to manage
interest rate risk through the structuring of balance sheet and off-balance
sheet portfolios. It is the strategy of the Company to maintain as neutral an
interest rate risk position as possible. By utilizing this strategy the Company
"locks in" a spread between interest earning assets and interest-bearing
liabilities. Given the matching strategy of the Company and the fact that it
does not maintain significant medium and/or long-term exposure positions, the
Company's?interest rate risk will be measured and quantified through an interest
rate sensitivity report. An excess of assets or liabilities over these matched
items results in a gap or mismatch. A positive gap denotes asset sensitivity and
normally means that an increase in interest rates would have a positive effect
on net interest income. On the other hand a negative gap denotes liability
sensitivity and normally means that a decline in interest rates would have a
positive effect in net interest income. However, because different types of
assets and liabilities with similar maturities may reprice at different rates or
may otherwise react differently to changes in overall market rates or
conditions, changes in prevailing interest rates may not necessarily have such
effects on net interest income.

Interest Rate Sensitivity Report as of March 31, 1999 shows that interest
bearing liabilities maturing or repricing within one year exceed interest
earning assets by $211.7 million. The Company monitors that the assets and
liabilities are closely matched to minimize interest rate risk. On March 31,
1999 the interest rate risk position of the Company was not significant since
the impact of a 100 basis point rise or fall of interest rates over the next 12
months is estimated at 4.7 percent of net income.

The level of imbalance between the repricing of rate sensitive assets and rate
sensitive liabilities will be measured through a series of ratios. Substantially
all of the Company's?assets and liabilities are denominated in dollars,
therefore the Company has no material foreign exchange risk. In addition, the
Company has no trading account securities, therefore it is not exposed to market
risk resulting from trading activities.

On a daily basis the Bank's Senior Vice President of Finance and the Bank's
Treasurer are responsible for measuring and managing market risk.

RESULTS OF OPERATIONS

NET INTEREST INCOME

Net interest income is the difference between interest and fees earned on loans
and investments and interest paid on deposits and other sources of funds, and it
constitutes the Company's principal source of income. Net interest income
increased to $13.4 million for the three months ended March 31, 1999 from $12.1
million for the same period in 1998, a 10.7 percent increase. The increase was
due largely to an increase in average earning assets offset, to some extent, by
a decrease in net interest margin. Average earning assets increased to $1.552
billion for the three months ended March 31, 1999 from $1.204 billion for the
same period in 1998, a 28.9 percent increase. Average loans and acceptances
discounted increased to $1.162 billion for the three months ended March 31, 1999
from $1.023 billion for the same period in 1998, a 13.6 percent increase.
Average interest earning deposits with other banks increased to $108.7 million
for the three months ended March 31, 1999 from $100.6 million for the same
period in 1998, a 8.1 percent increase. The increase in loans was largely
attributable to trade finance activities within the Region. Net interest margin
decreased to 3.51 percent for the three months ended March 31, 1999 from 4.07
percent for the same period in 1998, a 56 basis point decrease. The primary
reasons for this decrease were (i) the temporary increase of lower yielding
U.S. government agency securities while assets are redeployed into the higher
yielding loan category and (ii) transactions with larger customers and
transactions with multi-national companies which command more competitive
pricing, but in turn tend to be stronger in terms of credit quality.





                                                                              21
<PAGE>   23

Interest income increased to $32.0 million for the three months ended March 31,
1999 from $26.9 million for the same period in 1998, a 19.0 percent increase,
reflecting an increase in loans in the Region, partially offset by a decrease in
prevailing interest rates, a tightening of loan spreads in the Region as well 
as the temporary increase in liquid lower yielding U.S. government agency
securities discussed above. Interest expense increased to $18.6 million for the
three months ended March 31, 1999 from $14.9 million for the same period in
1998, a 25.0 percent increase, reflecting the additional deposits to fund asset
growth. Average interest-bearing deposits increased to $1.367 billion for the
three months ended March 31, 1999 from $1.051 billion for the same period in
1998, a 30.1 percent increase. The growth in deposits was primarily a result of
the Company seeking additional deposits to fund asset growth.












                                                                              22
<PAGE>   24


                          YIELDS EARNED AND RATE PAID


<TABLE>
<CAPTION>
                                                                               For the Quarter Ended
                                                                 March 31, 1999                       March 31, 1998
                                                      ---------------------------------    ---------------------------------
                                                        Average      Revenue/    Yield/     Average      Revenue/     Yield/
                                                        Balance      Expense      Rate      Balance       Expense     Rate
                                                      ----------   ----------    ------    ----------   ----------   -------
<S>                                                   <C>          <C>            <C>      <C>          <C>           <C>  
Total Earning Assets
Loans:
    Commercial loans                                  $1,027,760   $   22,115     8.61%    $  882,519   $   19,818    8.98%
    Acceptances discounted                               117,044        2,642     9.03%       116,436        2,836    9.74%
    Overdraft                                             13,667          696    20.37%        11,629          503   17.30%
    Mortgage loans                                         3,514           71     8.08%        11,925          243    8.15%
     Installment loans                                       217            5     9.20%           232            5    8.62%
                                                      ----------   ----------              ----------   ----------
Total Loans                                            1,162,203       25,529     8.79%     1,022,741       23,406    9.15%

Time deposits with banks                                 108,748        3,241    11.92%       100,622        2,279    9.06%
Investments                                              242,179        2,756     4.55%        62,566        1,012    6.47%
Federal funds sold                                        38,486          466     4.84%        18,508          250    5.40%
                                                      ----------   ----------              ----------   ----------
     Total investments and time deposits with banks      389,413        6,463     6.64%       181,695        3,541    7.80%
Total interest earning assets                          1,551,616       31,992     8.25%     1,204,436       26,947    8.95%
Total non interest earning assets                        121,650                              131,509
                                                      ----------                           ----------
Total Assets                                          $1,673,266                           $1,335,945
                                                      ==========                           ==========
Interest Bearing Liabilities
Deposits:
    NOW and savings accounts                          $   21,654          109     2.01%    $   20,637          109    2.11%
    Money Market                                          45,849          530     4.62%        44,090          504    4.57%
    Presidential Money Market                             25,673          304     4.74%         3,305           22    2.60%
    Certificate of Deposits (including IRA)            1,160,076       15,889     5.48%       829,911       12,069    5.82%
    Time Deposits with Banks (IBF)                       109,383        1,303     4.76%       152,126        2,028    5.33%
    Other                                                  3,923           33     3.36%           475            6    5.05%
                                                      ----------   ----------              ----------   ----------
Total Deposits                                         1,366,558       18,168     5.32%     1,050,545       14,737    5.61%
Trust Preferred Securities                                12,393          302     9.75%             0            0    0.00%
Other Borrowings                                           5,498          103     7.49%           133            3    8.06%
Federal Funds Purchased 111                                    2                  7.21%         8,716          124    5.67%
                                                      ----------   ----------              ----------   ----------
Total interest bearing liabilities                     1,384,560       18,575     5.37%     1,059,393       14,864    5.61%
                                                      ----------   ----------              ----------   ----------
Non interest bearing liabilities
    Demand Deposits                                       75,510                               72,710
    Other Liabilities                                     86,875                              101,816
                                                      ----------                           ----------
Total non interest bearing liabilities                   162,385                              174,526
Stockholders equity                                      126,321                              102,026
                                                      ----------                           ----------
Total liabilities and stockholder's equity            $1,673,266                           $1,335,945
                                                      ==========                           ==========
Net Interest income / net interest spread                          $   13,417     2.88%                 $   12,083    3.34%
                                                                   ==========    -====                  ==========   -==== 
Margin                                                                            
Interest income / interest earning assets                                         8.37%                               9.07%

Interest expense / interest earning assets                                        4.86%                               5.00%
                                                                                 -----                               -----
    Net interest margin                                                           3.51%                               4.07%



</TABLE>




                                                                              23
<PAGE>   25


PROVISION FOR CREDIT LOSSES

The Company's provision for credit losses decreased to $900 thousand for the
three months ended March 31, 1999 from $2.3 million for the same period in 1998.
Net loan charge-offs during the first three months of 1998 amounted to $102
thousand compared to $825 thousand for the same period in 1998. The allowance
for credit losses increased from $12.8 million at December 31, 1998 to $13.6
million at March 31, 1999. The ratio of the allowance for credit losses to total
loans was 1.21 percent at March 31, 1999 increasing from approximately 1.08
percent at December 31, 1998. This increase in the ratio is due primarily to the
decrease in loans during the first quarter of 1999 coupled with an increase in
the allowance.

NON-INTEREST INCOME

Non-interest income increased to $4.3 million for the three months ended March
31, 1999 from $4.0 million for the same period in 1998, a 7.5 percent increase.
Structuring and syndication fees increased by $288 thousand. This was offset by
a decrease in trade finance fees and commissions of $405 thousand. Customer
service fees increased by $38 thousand due to HARMONEY(R), the Company's
proprietary internet based cash management services, and also account analysis
fees. In addition, non-interest income included a gain on sale of loans of $188
thousand due largely to the sale of the residential mortgage portfolio.

The following table sets forth details regarding the components of non-interest
income for the periods indicated.

NON-INTEREST INCOME

(Dollars in thousands)

<TABLE>
<CAPTION>
                                        For the Three Months Ended March 31,
                                        ----------------------------------
                                                   1998 to 1999            
                                         1998     Percent Change      1999
                                        ------    --------------    ------
<S>                                     <C>            <C>          <C>   
Trade finance fees and commissions      $3,395        -11.9%        $2,990
Structuring and syndication fees           289         99.7%           577
Customer service fees                      145         26.2%           183
Gain on sale of loans                       --        100.0%           188
Other                                      136        156.6%           349
                                        ------        -----         ------
Total non-interest income               $3,965          8.1%        $4,287
                                        ======        =====         ======


</TABLE>


OPERATING EXPENSES

Operating expenses increased to $7.2 million for the three months ended March
31, 1999 from $5.9 million for the same period in 1998, a 22.0 percent increase.
The majority of this increase was in other expenses which increased to $2.9
million for the three months ended March 31, 1999 from $1.9 million for the same
period in 1998. This increase was largely due to increased legal expenses. The
increase in legal expenses was the result of an increase in the number of
litigation cases in the ordinary course of business during the period. Also
included in Other operating expenses is a write off of $187 thousand taken on an
investment in a foreign bank stock classified as available for sale which was
intervened by the foreign government. The Company's efficiency ratio increased
to 40.5 percent for the three month period ended March 31, 1999 from 37.0
percent for the same period in 1998.




                                                                              24
<PAGE>   26

The following table sets forth details regarding the components of operating
expenses for the periods indicated.

OPERATING EXPENSES

(Dollars in thousands)


<TABLE>
<CAPTION>
                                       For the Three Months Ended March 31,
                                       ------------------------------------
                                                 1998 to 1999            
                                        1998    Percent Change      1999
                                       ------   --------------    --------
<S>                                    <C>           <C>          <C>   
Employee compensation and benefits     $2,995        11.7%        $3,344
Occupancy and equipment                 1,070       -10.3%           960
Other operating expenses                1,871        53.1%         2,864
                                       ------       -----         ------
Total operating expenses               $5,936        20.8%        $7,168
                                       ======       =====         ======

</TABLE>


YEAR 2000

The Company began the process in June 1996 of assessing and preparing its
computer systems and applications to be functional on January 1, 2000. The
Company has also been communicating with third parties which interface with the
Company, such as customers, counter parties, payment systems, vendors and
others, to determine whether they will be functional. The Company has
incorporated year 2000 as part of its credit policy process and addresses the
issues in each new loan and as part of its credit renewals.

The Company has provided compliance certification questionnaires to each of its
customers in order to determine their ability to be Year 2000 compliant. The
Company has amended its Credit Policy Manual to require the Company to terminate
business with a customer unless the Company is assured that such customer is or
will be Year 2000 compliant in the near future, except in such instances where
the customer's failure to be Year 2000 compliant will not, either individually
or in the aggregate, have a material adverse effect on the Company. If a
customer does not respond to the questionnaire or if its response does not
provide the Company with adequate assurance that such customer's failure to be
Year 2000 compliant would not have a material adverse effect on the Company, the
Company will not renew its current relationship with that customer. Since
approximately 70 percent of the loan portfolio matures within 365 days, the
majority of the portfolio would be subject to the amended credit policy. There
can be no assurance that the parties mentioned above will become Year 2000
compliant on a timely basis. The Company believes that the process of modifying
all mission critical applications of the Company will continue as planned and
expects to complete all of the testing, changes and verifications by June 30,
1999 as dictated by FFIEC guidelines.

Research to verify compatibility of counter parties, payment systems, vendors
and others has been conducted. These systems were divided into critical and
non-critical categories. The Company expects to have all testing, changes and
verification on the critical systems completed by June 30, 1999 as dictated by
FFIEC guidelines. The non-critical systems will continue to be reviewed and
tested and management will determine if changes or replacement is deemed
necessary.

Concurrently, the Company is in the process of upgrading its computers systems
to accommodate the growth of the past two years. These new systems when
installed are Year 2000 compliant. The Company believes the total costs relating
exclusively to Year 2000 compliance will be approximately $250,000, which amount
is not material to the Company's financial position or results of operations. To
date, the Company has incurred approximately $100,000 




                                                                              25
<PAGE>   27
of these estimated expenses. Any purchased hardware or software in connection
with this process will be capitalized in accordance with normal Company policy.
Personnel and all other costs are being expensed as incurred

The costs and dates on which the Company plans to complete the Year 2000 process
are based on the Company's best estimates. However, there can be no assurance
that these estimates will be achieved and actual results could differ


EXHIBIT 1                                               
        HAMILTON BANCORP INC. AND SUBSIDIARY                            
        CALCULATION OF EARNINGS PER SHARE                               
        (Dollars in thousands, except per share data)                         
                                        

<TABLE>
<CAPTION>
                                                                 Three Months Ended March 31,
                                                                ----------------------------
                                                                   1999              1998    
                                                                -----------      -----------
<S>                                                              <C>               <C>      
Basic
Weighted average number of common shares outstanding             10,056,111        9,844,915

Net income                                                      $     6,069      $     4,905

Basic earnings                                                  $      0.60      $      0.50

Diluted:

Weighted average number of common shares outstanding             10,056,111        9,844,915

Common equivalent shares outstanding - options                      227,124          363,850
                                                                -----------      -----------

Total common and common equivalent shares outstanding            10,283,235       10,208,765

Net income                                                      $     6,069      $     4,905

Diluted earnings per share                                      $      0.59      $      0.48


</TABLE>

                                                                              26



<PAGE>   28


                                     PART II
                                OTHER INFORMATION



ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(d)  As reported in Registrant's Form SR for the period ending June 25, 1997
     relating to the use of proceeds from the sale of common stock pursuant to
     Registrant's Registration Statement No.2-20960 effective March 25, 1997 and
     in Registrant's Form 10-K for the period ending December 31, 1998,
     US$3,600,000 of the proceeds remained temporarily invested in short term
     investments at that date. On March 8, 1999 the entire US$3,600,000
     remaining balance was invested in equity stock of Hamilton Bank, N.A.
















                                                                              27

<PAGE>   29






                                   SIGNATURES

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.

Date:  May 14, 1999              Hamilton Bancorp, Inc.


                                 /s/ Eduardo A. Masferrer
                                 -----------------------------------------------
                                 Eduardo A. Masferrer,
                                 Chairman, President and Chief Executive Officer


                                 /s/ John M. R. Jacobs
                                 -----------------------------------------------
                                 John M. R. Jacobs,
                                 Senior Vice President - Finance and Principal
                                 Financial and Chief Accounting Officer











                                                                              28