<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-Q/A-2

(MARK ONE)
[X]      AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                       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                     (I.R.S. Employer
       of Incorporation or Organization)                 Identification No.)

     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 [ ] No [X].

                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 and Item 2 of Part I of the Registrant's Form 10-Q/A for the quarterly
period ended March 31, 2000 are hereby amended to read as follows:

ITEM 1

                          PART I. FINANCIAL INFORMATION
                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CONDITION
                           (IN THOUSANDS) (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                              AS RESTATED,        AS RESTATED,
                                                                                               SEE NOTE 4          SEE NOTE 4
                                                                                               MARCH 31,          DECEMBER 31,
                                                                                                  2000                1999
                                                                                              ------------        ------------
<S>                                                                                           <C>                 <C>
ASSETS

CASH AND DEMAND DEPOSITS WITH OTHER BANKS ...........................................          $   35,529          $   21,710
FEDERAL FUNDS SOLD ..................................................................              94,697              63,400
                                                                                               ----------          ----------
   Total cash and cash equivalents ..................................................             130,226              85,110
INTEREST EARNING DEPOSITS WITH OTHER BANKS ..........................................             132,898             165,685
SECURITIES AVAILABLE FOR SALE .......................................................             295,772             274,277
LOANS-NET ...........................................................................           1,077,527           1,081,256
DUE FROM CUSTOMERS ON BANKERS ACCEPTANCES ...........................................              35,569              27,767
DUE FROM CUSTOMERS ON DEFERRED PAYMENT LETTERS OF CREDIT ............................               3,497               5,835
PROPERTY AND EQUIPMENT-NET ..........................................................               5,066               5,209
ACCRUED INTEREST RECEIVABLE .........................................................              20,231              19,111
GOODWILL-NET ........................................................................               1,614               1,658
OTHER ASSETS ........................................................................              32,935              34,779
                                                                                               ----------          ----------
TOTAL ...............................................................................          $1,735,335          $1,700,687
                                                                                               ==========          ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

DEPOSITS ............................................................................          $1,550,951          $1,535,606
TRUST PREFERRED SECURITIES ..........................................................              12,650              12,650
BANKERS ACCEPTANCES OUTSTANDING .....................................................              35,569              27,767
DEFERRED PAYMENT LETTERS OF CREDIT OUTSTANDING ......................................               3,497               5,835
OTHER LIABILITIES ...................................................................              12,982               5,500
                                                                                               ----------          ----------
   Total liabilities ................................................................           1,615,649           1,587,358
                                                                                               ----------          ----------

STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value, 75,000,000 shares authorized,
      10,081,147 shares issued and outstanding at March 31, 2000 and
      December 31, 1999 .............................................................                 101                 101
   Capital surplus ..................................................................              60,702              60,708
   Retained earnings ................................................................              52,719              47,302
   Accumulated other comprehensive income ...........................................               6,164               5,218
                                                                                               ----------          ----------
   Total stockholders' equity .......................................................             119,686             113,329
                                                                                               ----------          ----------
TOTAL ...............................................................................          $1,735,335          $1,700,687
                                                                                               ==========          ==========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       1
<PAGE>   3


                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       AS RESTATED,
                                                                        SEE NOTE 4
                                                               THREE MONTHS ENDED MARCH 31,
                                                            ----------------------------------
                                                                2000                  1999
                                                            ------------          ------------
<S>                                                         <C>                   <C>
INTEREST INCOME:
   Loans, including fees .........................          $     29,607          $     26,120
   Deposits with other banks .....................                 3,841                 3,242
   Investment securities .........................                 3,052                 2,756
   Federal funds sold ............................                   703                   466
                                                            ------------          ------------
      Total ......................................                37,203                32,584
                                                            ------------          ------------

INTEREST EXPENSE:
   Deposits ......................................                20,166                18,168
   Trust preferred securities ....................                   308                   302
   Federal funds purchased and other borrowing ...                     1                   105
                                                            ------------          ------------
      Total ......................................                20,475                18,575
                                                            ------------          ------------
NET INTEREST INCOME ..............................                16,728                14,009
PROVISION FOR CREDIT LOSSES ......................                   750                   900
PROVISION FOR TRANSFER RISK ......................                 3,248                 9,900
                                                            ------------          ------------
NET INTEREST INCOME AFTER PROVISIONS .............                12,730                 3,209
                                                            ------------          ------------

NON-INTEREST INCOME:
   Trade finance fees and commissions ............                 2,217                 2,730
   Structuring and syndication fees ..............                                         246
   Customer service fees .........................                   400                   183
   Net gain on sale of assets ....................                 1,349                   188
   Other .........................................                    97                   349
                                                            ------------          ------------
      Total ......................................                 4,063                 3,696
                                                            ------------          ------------

OPERATING EXPENSES:
   Employee compensation and benefits ............                 2,963                 3,344
   Occupancy and equipment .......................                 1,298                   960
   Other .........................................                 4,425                 2,852
                                                            ------------          ------------
      Total ......................................                 8,686                 7,156
                                                            ------------          ------------
INCOME (LOSS) BEFORE  INCOME TAXES ...............                 8,107                  (251)
PROVISION FOR (BENEFIT FROM) INCOME TAXES ........                 2,690                   (96)
                                                            ------------          ------------
NET INCOME (LOSS) ................................          $      5,417          $       (155)
                                                            ============          ============

NET INCOME (LOSS) PER COMMON SHARE:
   BASIC .........................................          $       0.54          $       (.02)
                                                            ============          ============
   DILUTED .......................................          $       0.53          $       (.02)
                                                            ============          ============

AVERAGE SHARES OUTSTANDING:
   BASIC .........................................            10,081,147            10,056,111
                                                            ============          ============
   DILUTED .......................................            10,221,121            10,056,111
                                                            ============          ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       2
<PAGE>   4

                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                           (IN THOUSANDS) (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                     AS RESTATED,
                                                                                                      SEE NOTE 4
                                                                                             THREE MONTHS ENDED MARCH 31,
                                                                                             ----------------------------
                                                                                               2000                1999
                                                                                             --------            --------
<S>                                                                                          <C>                 <C>
NET INCOME (LOSS) ...................................................................        $  5,417            $   (155)
OTHER COMPREHENSIVE INCOME, Net of tax:
   Net change in unrealized loss on securities available for sale during period .....           1,618                 344
   Less: Reclassification adjustment on realized gain on sale of assets .............            (672)                 --
   Less: Reclassification adjustment for write off of a foreign bank stock ..........              --                (187)
                                                                                             --------            --------
      Total .........................................................................             946                 157
                                                                                             --------            --------
COMPREHENSIVE INCOME ................................................................        $  6,363            $      2
                                                                                             ========            ========
</TABLE>

           See accompanying notes to consolidated financial statements


                                       3
<PAGE>   5

                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                             AS RESTATED, SEE NOTE 4
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                                             ACCUMULATED
                                            COMMON STOCK                                        OTHER            TOTAL
                                       ----------------------      CAPITAL      RETAINED    COMPREHENSIVE    STOCKHOLDERS'
                                         SHARES        AMOUNT      SURPLUS      EARNINGS        INCOME          EQUITY
                                       ----------      ------      --------     --------    -------------    -------------
<S>                                    <C>             <C>         <C>          <C>         <C>              <C>
Balance, December 31, 1999........     10,081,147      $  101      $ 60,708     $ 47,302       $  5,218        $ 113,329
Adjustment of tax liabilities
   due to stock options
   exercised......................                                       (6)                                          (6)
Net change in unrealized gain on
   securities available for sale,
   net of taxes...................                                                                  946              946
Net income for the three months
   ended March 31, 2000...........                                                 5,417                           5,417
                                       ----------      ------      --------     --------       --------        ---------
Balance as of March 31, 2000......     10,081,147      $  101      $ 60,702     $ 52,719       $  6,164        $ 119,686
                                       ==========      ======      ========     ========       ========        =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>   6

                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (DOLLARS IN THOUSANDS) (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                   AS RESTATED,
                                                                                                    SEE NOTE 4
                                                                                            THREE MONTHS ENDED MARCH 31,
                                                                                          -------------------------------
                                                                                             2000                 1999
                                                                                          ----------           ----------
<S>                                                                                       <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss) ...........................................................          $    5,417           $     (155)
      Adjustments to reconcile net income (loss) to net cash
        provided by operating activities:
        Depreciation and amortization ..........................................                 429                  369
        Provision for credit losses ............................................                 750                  900
        Provision for transfer risk ............................................               3,248                9,900
        Deferred tax provision .................................................                 725                   28
        Loss on exchanges and write down on assets .............................                  --                  187
        Net gain on sale of securities available for sale ......................              (1,118)                (188)
        Proceeds from the sale of bankers acceptances and loan participations ..                 393                5,715
        Decrease (increase) in accrued interest receivable and other assets ....               3,230              (14,913)
        Increase in other liabilities ..........................................               7,483                2,638
                                                                                          ----------           ----------
           Net cash provided by operating activities ...........................              20,557                4,481
                                                                                          ----------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Decrease in interest-earning deposits with other banks ......................              32,786               83,756
   Purchase of securities available for sale ...................................            (105,105)            (293,385)
   Purchase of securities held to maturity .....................................                  --               (6,261)
   Proceeds from sales and maturities of securities available for sale .........              86,949              229,612
   Proceeds from paydowns of securities held to maturity .......................                  --                1,074
   Proceeds from sale of loans .................................................                  --               11,148
   (Increase) decrease in loans-net ............................................              (5,177)              40,063
   Purchases of property and equipment-net .....................................                (239)                (119)
                                                                                          ----------           ----------
   Net cash provided by investing activities ...................................               9,214               65,888
                                                                                          ----------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net increase (decrease) in deposits .........................................              15,345              (91,337)
   Proceeds from trust preferred securities offering ...........................                  --                1,650
   Repayment of other borrowing ................................................                  --               (6,116)
   Net proceeds from exercise of common stock options ..........................                  --                  205
                                                                                          ----------           ----------
Net cash provided by (used in) financing activities ............................              15,345              (95,598)
                                                                                          ----------           ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...........................              45,116              (25,229)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD ...........................              85,110              111,790
                                                                                          ----------           ----------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD .................................          $  130,226           $   86,561
                                                                                          ==========           ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid during the period .............................................          $   10,686           $   18,821
                                                                                          ==========           ==========
   Income taxes paid during the period .........................................          $        9           $       45
                                                                                          ==========           ==========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>   7

                        HAMILTON BANCORP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000

NOTE 1: BASIS OF PRESENTATION

The consolidated statements of condition for Hamilton Bancorp Inc. and
Subsidiary (the "Company") as of March 31, 2000 and December 31, 1999, the
related consolidated statements of operations, comprehensive income,
stockholders' equity and cash flows for the three months ended March 31, 2000
and 1999 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, 1999.

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/A-2 for the
year ended December 31, 1999 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: STOCK OPTIONS

On January 3, 2000, the Company granted 96,760 options at an exercise price of
$17.75. These options vest in thirds twelve, eighteen and twenty-four months
after the grant if the individual is then employed with the Company.

NOTE 4: RESTATEMENT

Subsequent to the filing of the Company's amended quarterly report on Form
10-Q/A for the quarter ended March 31, 2000 and after extensive communications
with the staff of the Securities and Exchange Commission in connection with a
review by the staff of the Company's 1999 Annual Report on Form 10-K and 10-K/A
and the staff's comments thereon, management determined that the Company should
record in the applicable periods of 1999 and 2000 approximately $9.9 million and
$3.2 million, respectively, of provisions for allocated transfer risk reserves
("ATRR") on certain Ecuadorian exposure in its consolidated financial
statements. Additionally, the Company determined that it should reclassify as of
March 31, 2000, approximately $18 million in foreign interbank placements from
interest earning deposits with other banks, which are subject to ATRR
requirements, to loans. Accordingly, the Company has restated the accompanying
interim period consolidated financial statements from amounts previously
reported to record the ATRR and the reclassification of certain interbank
placements to loans. The ATRR are required for exposures with respect to any
country rated "value impaired" by the Interagency Country Exposure Review
Committee ("ICERC"). The ICERC recommends an appropriate percentage level for
ATRR, 90% in the case of Ecuador, for exposures rated "value impaired". ATRR is
a specific reserve which is triggered when an obligation is more than 30 days
past due and/or has been restructured to avoid delinquency. For


                                       6
<PAGE>   8

purposes of ATRR, a credit is considered to be current if it would not be
reported as "past due" or "non-accrual", as those terms are defined in the
instructions for schedule RC-N of the Call Report.

The restated consolidated financial statements for the quarters ended March 31,
2000 and 1999 include amounts for the allowances for credit losses and ATRR
consistent with the amounts the Company recorded in its regulatory Call Reports.
The ATRR had been previously disclosed in Note 4 to the Company's consolidated
financial statements presented in the Company's March 31, 2000 quarterly report
on Form 10-Q/A as a reconciling item between stockholders' equity pursuant to
accounting principles generally accepted in the United States of America
("GAAP") and Tier 1 Capital determined under regulatory accounting principles.
The recording of ATRR for GAAP has no impact on regulatory capital and capital
ratios of the Company, since the ATRR has been deducted for such purposes since
initially being recorded in the Call Reports.

Through December 31, 1999, the Company recognized loan fees as received and
direct costs as incurred. Because loan fees are now more related to long-term
commitments rather than short-term financing, the Company has determined that
$2.0 million in loan fees previously included in non-interest income, and
$321,000 of direct costs previously included in operating expenses for the
quarter ended March 31, 2000, were improperly recognized. The fees and costs
should have been deferred and recognized over the life of the related loan as
interest income. Consequently, the accompanying consolidated financial
statements have been restated to defer such fees and direct costs, and to
recognize in interest income the applicable amount ($202 thousand) for the
quarter ended March 31, 2000.

The following table summarizes the significant effects of the restatement:


                                       7
<PAGE>   9

<TABLE>
<CAPTION>
                                                       As Previously Reported     As Restated
                                                       ----------------------     -----------
<S>                                                    <C>                        <C>
As of March 31, 2000:
Interest earning deposits with other banks                  $    151,398          $   132,898
Loans - net                                                    1,096,514            1,077,527
Other assets                                                      19,065               32,935
Other liabilities                                                 13,034               12,982
Retained earnings                                                 76,284               52,719
Total stockholders' equity                                       143,251              119,686

As of December 31, 1999:
Interest earning deposits with other banks                       187,685              165,685
Loans - net                                                    1,091,976            1,081,256
Other assets                                                      22,672               34,779
Other liabilities                                                  5,544                5,500
Retained earnings                                                 67,871               47,302
Total stockholders' equity                                       133,898              113,329

For the quarter ended March 31, 2000:
Interest income on loans, including fees                          29,405               29,607
Provision for transfer risk                                                             3,248
Net interest income after provisions                              15,776               12,730
Non-interest income                                                6,104                4,063
Operating expenses                                                 9,013                8,686
Income before income taxes                                        12,867                8,107
Provision for income taxes                                         4,454                2,690
Net income                                                         8,413                5,417
Net income per common share
   Basic                                                            0.84                 0.54
   Diluted                                                          0.82                 0.53

For the quarter ended March 31, 1999:
Interest income on loans, including fees                          25,529               26,120
Provision for transfer risk                                           --                9,900
Net interest income after provisions                              12,517                3,209
Non-interest income                                                4,287                3,696
Operating expenses                                                 7,168                7,156
Income (loss) before income taxes                                  9,636                 (251)
Provision for (benefit from) income taxes                          3,567                  (96)
Net income (loss)                                                  6,069                 (155)
Net income (loss) per common share
   Basic                                                            0.60                (0.02)
   Diluted                                                          0.59                (0.02)
</TABLE>


                                       8
<PAGE>   10

NOTE 5:  SUBSEQUENT EVENTS

Regulatory Developments Subsequent to December 31, 1999 - In February 2000, the
OCC initiated a formal administrative action against Hamilton Bank alleging
various unsafe and unsound practices discovered through an Examination of
Hamilton Bank as of August 23, 1999. On September 8, 2000, the OCC and Hamilton
Bank settled the administrative action by entering into a cease and desist order
by consent (the "September 8 Order"). The September 8 Order required Hamilton
Bank to comply with, among other things, certain accounting and capital
requirements and to make specified reports and filings. The September 8 Order
also required Hamilton Bank to maintain by September 30, 2000 Tier 1, Total and
leverage capital ratios of 10%, 12% and 7%, respectively, and to not pay
dividends without the prior written approval of the OCC. As of December 31,
2000, Hamilton Bank's Tier 1, Total and leverage capital ratios were 9.4%, 10.7%
and 6.5%, respectively, and as a result, the Bank was not in compliance with the
capital requirements of the September 8 Order.

On March 28, 2001, the OCC issued a Notice of Charges for Issuance of an Amended
Order to Cease and Desist (the "Notice of Charges") against Hamilton Bank. The
Notice of Charges alleged that Hamilton Bank has violated certain federal
banking laws and regulations by, among other things, (i) making loans in
violation of applicable lending limits; (ii) failing to file accurate Call
Reports; (iii) failing to file Suspicious Activity Reports ("SARs") with respect
to certain transactions; (iv) failing to provide a system of internal controls
to ensure ongoing compliance with the Bank Secrecy Act (the "BSA") and (v)
engaging in unsafe and unsound practices. The Notice of Charges also alleged
that Hamilton Bank has violated the September 8 Order by approving certain
overdrafts and making certain loans, and has not complied with certain other
provisions of the September 8 Order. Under the Notice of Charges, the OCC seeks
the issuance of an Amended Order to Cease and Desist (the "Proposed Amended
Order").

In connection with the issuance of the Notice of Charges, the OCC issued a
Temporary Order to Cease and Desist (the "Temporary Order") also on March 28,
2001. The Temporary Order requires Hamilton Bank to, among other things, (i)
comply with specified internal procedures in connection with the making of loans
and overdrafts and the placement of funds; (ii) develop, implement and adhere to
a written program acceptable to the OCC to ensure compliance with the BSA; (iii)
comply with specified procedures with respect to pouches received by the Bank
and existing foreign correspondent accounts; and (iv) develop, implement and
adhere to a written program acceptable to the OCC to ensure compliance with the
requirements to file SARs. In addition, the Temporary Order prohibits the Bank
from engaging in transactions with certain named persons and entities, or with
any parties who provide funding to such persons and entities.

The Proposed Amended Order contains provisions which are substantially the same
as those contained in the Temporary Order, as well as additional requirements.
The additional provisions contained in the Proposed Amended Order would also
require Hamilton Bank to, among other things, (i) achieve and maintain Tier 1,
Total and leverage capital ratios of 12%, 14% and 9%, respectively; (ii)
develop, implement and adhere to a three year capital plan acceptable to the
OCC; and (iii) obtain the approval of the OCC with respect to the appointment of
new directors and senior officers.

In addition, by letter dated March 28, 2001 (the "PCA Notice"), the OCC notified
the Company of its intent to "reclassify" the capital category of Hamilton Bank
to "undercapitalized" for purposes of Prompt Corrective Action ("PCA") based on
the OCC's determination that Hamilton Bank is engaging in unsafe and unsound
banking practices. Should the OCC be successful in reclassifying Hamilton Bank,
the OCC may require that Hamilton Bank comply with certain regulatory
requirements as if it were truly undercapitalized, even though under OCC
regulations, Hamilton Bank is classified as "adequately capitalized" because of
the existence of the September 8 Order.

The regulatory requirements the OCC may impose should Hamilton Bank be
reclassified as "undercapitalized" include (i) restrictions on capital
distributions, the payment of management fees, and/or asset growth, (ii)
requiring OCC monitoring of the Bank, and (iii) requiring that Hamilton Bank
obtain the OCC's prior approval with regards to acquisitions, branching and
engaging in new lines of business.

With respect to the above, Management of the Company believes the Company has
several means by which to achieve compliance with the prescribed capital
requirements of the September 8 Order. Such plans initially provide for reducing
the Bank's size through selected asset run-off; the sale of credit risk which
effectively decreases the Bank's regulatory capital requirements; targeted loan
sales, including the sale of the Ecuador portfolio subject to ATRR, and loan
participations to other banks; and shifting assets to liquid investments which
decreases regulatory capital requirements. Additionally, the Bank is working to
reach compliance with the other requirements of the September 8 Order.

But for the September 8 Order requiring the Bank to achieve and maintain higher
capital levels, the Bank's capital category as of December 31, 2000 would have
been "well capitalized," which required that Tier I, Total and leverage capital
ratios equal or exceed 6%, 10% and 5%, respectively.

Further, management of the Company does not believe that the ratios in the
Proposed Amended Order are appropriate or warranted and Management does not
intend to agree to such ratios voluntarily. In addition. Management believes the
timeframes for achieving such ratios set forth in the Proposed Amended Order are
commercially unreasonable.

However, assuming that the ratios were in fact lawfully imposed and that the
Bank was given a reasonable time to achieve such ratios, management believes and
anticipates that the Bank would continue to take the actions outlined above in
an orderly manner to meet required ratios.

On March 30, 2001, the Company was advised by the Federal Reserve Bank of
Atlanta (the "FRB"), its primary regulator, that the Company and Hamilton
Capital Trust should not pay any dividends, distributions or debt


                                       9
<PAGE>   11

payments without the prior approval of the FRB. The Company obtained approval
from the FRB to pay the dividend payable on April 2, 2001, amounting to
approximately $309,000, on the Series A Beneficial Unsecured Securities (the
"Trust Preferred") issued by Hamilton Capital Trust I. There can be no assurance
that the FRB will approve any future payments. The Company will not seek such
approval and will not pay dividends on the Trust Preferred until the Company's
financial condition improves. Pursuant to the documents governing the Trust
Preferred, the Company and Hamilton Capital Trust I have the right, under
certain conditions, to defer dividend payments for up to 20 consecutive
quarters. Any payments deferred in this manner will continue to accumulate.

Legal Developments Subsequent to December 31, 1999 - In May 2000, the judge
rendered a decision in the trial of various bankruptcy claims involving
Development Specialists, Inc., the liquidating trustee of the Model Imperial
Liquidating Trust. See the "Litigation" section of Note 12. The judge's decision
held that Hamilton Bank's proof of claim was subordinate to DSI's and granted
monetary bankruptcy preference damages against Hamilton Bank in the amount of
$2,448,148. Both Hamilton Bank and DSI appealed this decision. In December 2000
an agreement was reached in which Hamilton Bank made a net payment of
approximately $3.9 million to the Liquidating Trust to settle the case. In his
March 28, 2001 Order approving the settlement, the Judge specifically found that
the Court had not been presented with any evidence that Hamilton Bank had actual
knowledge of any transactions lacking in economic substance. The Judge also
found that Hamilton Bank was unaware of Model Imperial's deteriorating financial
condition and that Hamilton Bank was instead a victim of Model Imperial's
inappropriate transactions.

Six class action lawsuits were filed against the Company and certain officers in
the Federal District Court for the Southern District of Florida between January
12 and March 9, 2001. The class actions have been brought purportedly on behalf
of (i) all purchasers of common stock of the Company between April 21, 1998 and
December 22, 2000, or (ii) all purchasers of Hamilton Capital Trust I, series A
shares between December 23, 1998 and December 22, 2000. These cases seek to
pursue remedies under the Securities Exchange Act of 1934 or the Securities Act
of 1933. The cases have been consolidated as In re Hamilton Bancorp, Inc.
Securities Litigation, Case No. 01-156 in the United States District Court for
the Southern District of Florida, and the lead plaintiffs appointed by the Court
are in the process of preparing a consolidated amended complaint. The discovery
process has not yet begun.

The allegations of the six actions are similar in all material respects.
Generally, the complaints allege that the defendants made false and misleading
statements and omissions between April 21, 1998 and December 22, 2000 with
respect to the Company's financial condition, net income, earnings per share,
internal controls, underwriting of transactions of loans, recording of
securities purchases and loan sale transactions, accounting for certain
financial transactions as independent transactions, the credit quality of the
Company's loan portfolio, credit loss reserves, inquiries and orders by the
Office of the Comptroller of the Currency, and reporting in accordance with GAAP
and related standards, in press releases, Forms 10-Q filed on May 14, 1998,
August 14, 1998, November 16, 1998, November 10, 1999, May 16, 2000, August 14,
2000, and Forms 10-K filed on March 31, 1999 and April 14, 2000.

Edie Rolando Pinto Lemus v. Hamilton Bank, N.A., was filed in the Federal
District Court for the Southern District of Florida on September 12, 2000. The
complaint alleges counts for civil conspiracy, conversion, unjust enrichment,
money had and received, breach of fiduciary duty, constructive trust, breach of
contract and civil theft. Plaintiff alleges that he is a resident of Guatemala
and that he was a customer of the Bank through two other individuals, who he
also alleges were directors of the Bank. The plaintiff alleges that US$9,970,000
was stolen from him and deposited into "his" account at the Bank, which money
was "not returned to him" and thereby converted by the Bank. Plaintiff claims
that this action also constitutes civil theft under Florida statutes and that,
therefore, he is entitled to treble damages.

The plaintiff was a customer of the Bank for a short period of time (less than
three months) in 1995. The allegations in the complaint, however, do not appear
to bear any relation to that account.

The plaintiff had previously sued the other two persons in Guatemala making
virtually identical claims. The plaintiff lost that action. The Company is
seeking to have the case dismissed based upon forum non conveniens.


                                       10
<PAGE>   12

On May 2, 2001, the motion was denied. Exceptions will be filed with the
District Court with a petition for certification for an appeal to the Eleventh
Circuit Court of Appeals in the alternative.


                                       11
<PAGE>   13
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 nine FDIC-insured
branches with eight Florida locations in Miami, Sarasota, Tampa, West Palm
Beach, Winter Haven and Weston, and a branch in San Juan, Puerto Rico.

RESTATEMENT

Subsequent to the filing of the Company's amended quarterly report on Form
10-Q/A for the quarter ended March 31, 2000 and after extensive communications
with the staff of the Securities and Exchange Commission in connection with a
review by the staff of the Company's 1999 Annual Report on Form 10-K and 10-K/A
and the staff's comments thereon, management determined that the Company should
record in the applicable periods of 1999 and 2000 approximately $9.9 million and
$3.2 million, respectively, of provisions for allocated transfer risk reserves
("ATRR") on certain Ecuadorian exposure in its consolidated financial
statements. Additionally, the Company determined that it should reclassify as
of March 31, 2000, approximately $18 million in foreign interbank placements
from interest earning deposits with other banks, which are subject to ATRR
requirements, to loans. Accordingly, the Company has restated the accompanying
interim period consolidated financial statements from amounts previously
reported to record the ATRR and the reclassification of certain interbank
placements to loans. The ATRR are required for exposures with respect to any
country rated "value impaired" by the Interagency Country Exposure Review
Committee ("ICERC"). The ICERC recommends an appropriate percentage level for
ATRR, 90% in the case of Ecuador, for exposures rated "value impaired". ATRR is
a specific reserve which is triggered when an obligation is more than 30 days
past due and/or has been restructured to avoid delinquency. For purposes of
ATRR, a credit is considered to be current if it would not be reported as "past
due" or "non-accrual", as those terms are defined in the instructions for
schedule RC-N of the Call Report.

The restated consolidated financial statements for the quarters ended March 31,
2000 and 1999 include amounts for the allowances for credit losses and ATRR
consistent with the amounts the Company recorded in its regulatory Call Reports.
The ATRR had been previously disclosed in Note 4 to the Company's consolidated
financial statements presented in the Company's March 31, 2000 quarterly report
on Form 10-QA as a reconciling item between stockholders' equity pursuant to
accounting principles generally accepted in the United States of America
("GAAP") and Tier 1 Capital determined under regulatory accounting principles.
The recording of ATRR for GAAP has no impact on regulatory capital and capital
ratios of the Company, since the ATRR has been deducted for such purposes since
initially being recorded in the Call Reports.

Through December 31, 1999, the Company recognized loan fees as received and
direct costs as incurred. Because loan fees are now more related to long-term
commitments rather than short-term financing, the Company has determined that
$2.0 million in loan fees previously included in non-interest income, and
$321,000 of direct costs previously included in operating expenses for the
quarter ended March 31, 2000, were improperly recognized. The fees and costs;
should have been deferred and recognized over the life of the related loan as
interest income. Consequently, the accompanying consolidated financial
statements have been restated to defer such fees and direct costs, and to
recognize in interest income the applicable amount for the quarter ended March
31, 2000. See Note 4 to the Company's interim consolidated financial statements
for a summary of the significant effects of the restatement.

The Management's Discussion and Analysis of Financial Condition and Results of
Operations for the quarter ended March 31, 2000 presented herein have been
adjusted to reflect the restatement described above.


                                       12
<PAGE>   14

FINANCIAL CONDITION - MARCH 31, 2000 VS. DECEMBER 31, 1999

Total consolidated assets increased $34.6 million, or 2.0 percent, during the
first three months of 2000, which included an increase of $19.3 million in
interest earning assets and $15.3 million in non-interest earning assets. The
increase in consolidated assets reflects increases of $45.1 million in cash and
cash equivalents and an increase in securities available for sale of $21.5
million, offset by a decrease in interest earning deposits with banks of $32.8
million. During the quarter, proceeds from maturities of interest bearing
deposits with other banks was redeployed in securities and federal funds sold.

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 $130.2 million at March
31, 2000 compared to $85.1 million at December 31, 1999.

INTEREST-EARNING DEPOSITS WITH OTHER BANKS AND INVESTMENT SECURITIES

Interest-earning deposits with other banks decreased to $132.9 million at March
31, 2000 from $165.7 million at December 31, 1999. 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, 2000. The
short-term nature of these deposits allows the Company the flexibility to later
redeploy assets into alternative earning assets.

Investment securities increased to $295.8 million at March 31, 2000 from $274.3
million at December 31, 1999. The increase has been primarily in U.S. government
agency securities and to a lesser extent U. S. government mortgage backed
securities classified as available for sale. 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.

LOANS

The Company's gross loan portfolio totaled $1.14 billion at March 31, 2000,
relatively unchanged from the balance as of December 31, 1999.
Commercial-foreign loans increased by $37.7 million or 11.1 percent and domestic
acceptances discounted increased by $9.5 million or 16.2 percent. This was
offset by decreases in loans to banks and other financial institutions - foreign
of $22.8 million, loans to foreign government and official institutions of $12.8
and foreign acceptances discounted of $9.6 million. Details on the loans by type
are shown in the table below. At March 31, 2000 approximately 40.7 percent of
the Company's portfolio consisted of loans to domestic borrowers and 59.3
percent of the Company's portfolio consisted of loans to foreign borrowers. The
Company's loan portfolio is relatively short-term, as approximately 77.1 and
81.9 percent of loans at March 31, 2000 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.


                                       13
<PAGE>   15

LOANS BY TYPE
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                           MARCH 31, 2000           DECEMBER 31, 1999
                                                           --------------           -----------------
<S>                                                        <C>                      <C>
Domestic:
Commercial(1) ...............................               $    392,884               $    394,841
Acceptances discounted ......................                     68,587                     59,040
Residential mortgages .......................                      2,113                      2,140
                                                            ------------               ------------
Subtotal Domestic ...........................                    463,584                    456,021
                                                            ------------               ------------

Foreign:
Banks and other financial institutions ......                    223,345                    246,155
Commercial and industrial(1) ................                    376,121                    338,411
Acceptances discounted ......................                     49,646                     59,256
Government and official institutions ........                     25,569                     38,358
                                                            ------------               ------------
Subtotal Foreign ............................                    674,681                    682,180
                                                            ------------               ------------
Total Loans .................................               $  1,138,265               $  1,138,201
                                                            ============               ============
</TABLE>

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

The following tables largely reflect 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 cross border 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, 2000 approximately 28.5 percent in principal amount of the
Company's loans were outstanding to borrowers in four countries other than the
United States: Panama (12.1 percent), Guatemala (6.1 percent), El Salvador (5.3
percent) and Ecuador (5.0 percent).

Panama loan exposure continues to be over 10 percent of loans and has increased
to 12.1 percent of total loans at March 31, 2000. The bulk of the credit
relationships in Panama are related to financing short-term trade transactions
with companies operating out of the Colon Free Zone. The latter represents the
second largest free trading zone in the world after Hong Kong. The companies
operate largely as importers and exporters of consumer goods such as electronic
goods and clothing.


                                       14
<PAGE>   16

LOANS BY COUNTRY
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                        MARCH 31, 2000                      DECEMBER 31, 1999
                                -----------------------------        ------------------------------
                                                  PERCENT OF                            PERCENT OF
Country                           AMOUNT          TOTAL LOANS          AMOUNT           TOTAL LOANS
                               -----------        -----------       -----------         -----------
<S>                            <C>               <C>               <C>                 <C>
United States                  $   463,584           40.7%          $   456,021            40.1%
Argentina                           24,053            2.1%               35,494             3.1%
Brazil                              40,384            3.5%               49,214             4.3%
British West Indies(1)                  --                               22,082             1.9%
Colombia                            26,862            2.4%               28,437             2.5%
Dominican Republic                  35,855            3.2%               41,604             3.7%
Ecuador                             56,798            5.0%               65,622             5.8%
El Salvador                         60,180            5.3%               45,847             4.0%
Guatemala                           69,578            6.1%               66,531             5.8%
Honduras                            38,614            3.4%               42,352             3.7%
Jamaica                             50,546            4.4%               28,628             2.5%
Panama                             137,269           12.1%              127,419            11.2%
Peru                                24,359            2.1%               29,648             2.6%
Venezuela                           17,330            1.5%               17,842             1.6%
Other(2)                            92,853            8.2%               81,460             7.2%
                               -----------          -----           -----------           -----

Total                          $ 1,138,265          100.0%          $ 1,138,201           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.

At March 31, 2000 approximately 29.0 percent in cross-border outstandings were
outstanding to borrowers in five countries other than the United States: Brazil
(9.3 percent), Panama (7.0 percent), Guatemala (4.4 percent), Argentina (4.2
percent), and Ecuador (4.1 percent).


                                       15
<PAGE>   17

TOTAL CROSS-BORDER OUTSTANDINGS BY COUNTRY (3)
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                            MARCH 31, 2000                         DECEMBER 31, 1999
                                      ---------------------------            -----------------------------
                                                       % OF TOTAL                               % OF TOTAL
                                      AMOUNT             ASSETS              AMOUNT               ASSETS
                                      ------           ----------            ------             ----------
<S>                                   <C>              <C>                   <C>                <C>
Argentina ...............             $   73                4.2%             $  113                  6.6%
Bahamas .................                 21                1.2%                 21                  1.2%
Bolivia .................                 13                0.7%                 18                  1.0%
Brazil ..................                164                9.3%                173                 10.1%
British West Indies(1)...                 17                1.0%                 --                   --
Colombia ................                 47                2.7%                 48                  2.8%
Costa Rica(1) ...........                 13                0.7%                 --                   --
Dominican Republic ......                 40                2.3%                 55                  3.2%
Ecuador .................                 72                4.1%                 78                  4.5%
El Salvador .............                 52                3.0%                 44                  2.6%
Guatemala ...............                 77                4.4%                 68                  4.0%
Honduras ................                 42                2.4%                 43                  2.5%
Jamaica .................                 58                3.3%                 35                  2.0%
Mexico ..................                 13                0.7%                 20                  1.2%
Panama ..................                124                7.0%                116                  6.7%
Peru ....................                 35                2.0%                 42                  2.4%
Suriname ................                 31                1.8%                 32                  1.9%
United Kingdom ..........                 15                0.9%                 15                  0.9%
Venezuela ...............                 17                1.0%                 17                  1.0%
Other(2) ................                 40                2.3%                 75                  4.4%
                                      ------             ------              ------               ------
Total ...................             $  964               55.0%             $1,013                 59.0%
                                      ======             ======              ======               ======
</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.

(3)      Cross-border outstandings could be less than loans by country since
         cross-border outstandings may be netted against legally enforceable,
         written guarantees of principal or interest by domestic or other
         non-local third parties. In addition, balances of any tangible, liquid
         collateral may also be netted against cross-border outstandings of a
         country if they are held and realizable by the lender outside of the
         borrower's country.


                                       16
<PAGE>   18

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
increased by 35.6 percent to $143.6 million for the three months ended March 31,
2000 when compared to the same period in 1999. This increase is due to greater
financing of domestic import activities, which increased by 49.2 percent, and to
a lesser extent, the export financing, which increased by 17.4 percent.

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED MARCH 31,                       YEAR ENDED
                                                    2000                        1999                  DECEMBER 31, 1999
                                          ------------------------    ------------------------    ------------------------
                                                         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)...........    $   53,187    $   17,729    $   45,313    $   15,104    $  227,904    $   18,992
Import Letters of Credit(1)...........        90,473        30,158        60,654        20,218       296,943        24,745
                                          ----------    ----------    ----------    ----------    ----------    ----------
Total.................................    $  143,660    $   47,887    $  105,967    $   35,322    $  524,847    $   43,737
                                          ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>

(1)      Represents certain contingent liabilities not reflected on the
         Company's consolidated statement of condition.

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 3.7 percent from December 31, 1999 to March 31, 2000. Individual
fluctuations reflect relative changes in the flow of trade or instruments used
in financing such trade as well as the cyclical nature of certain trade
activities.

CONTINGENT LIABILITIES (1)
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                           MARCH 31, 2000       DECEMBER 31, 1999
                                                                                           --------------       -----------------
<S>                                                                                        <C>                  <C>
Aruba(2) .............................................................................       $       --            $    3,720
Costa Rica ...........................................................................            2,452                 9,893
Dominican Republic ...................................................................            6,367                 4,707
El Salvador(2) .......................................................................               --                 2,734
Guatemala ............................................................................            6,301                 9,475
Guyana ...............................................................................            2,890                 4,165
Haiti ................................................................................            2,021                 5,705
Honduras .............................................................................            3,720                 4,174
Jamaica(2) ...........................................................................            9,383                    --
Panama ...............................................................................            8,904                14,242
Peru .................................................................................            2,111                 3,573
Suriname .............................................................................            6,506                 5,677
United States ........................................................................           88,398                74,643
Venezuela ............................................................................            1,622                 2,593
Other(3) .............................................................................            5,191                 6,143
                                                                                             ----------            ----------
Total ................................................................................       $  145,866            $  151,444
                                                                                             ==========            ==========
</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.


                                       17
<PAGE>   19

ALLOWANCE FOR CREDIT LOSSES AND ALLOCATED TRANSFER RISK RESERVES

         Allowances are established against the loan portfolio to provide for
credit and transfer risk. Transfer risk, defined by Federal banking regulators
as allocated transfer risk reserves ("ATRR") is associated with certain portions
of the Company's foreign exposure. The level of ATRR is determined by Federal
banking regulators and represents a minimum allowance required for the related
foreign exposure. The Company assesses the probable losses associated with that
portion of the loan portfolio that is subject to the ATRR, and if an additional
allowance is needed it is included in the allowance for credit losses.

         ALLOWANCE FOR CREDIT LOSSES

         The allowance for credit losses reflects management's judgment of the
level of allowance adequate to provide for probable losses inherent in the loan
portfolio as of the balance sheet date. The allowance takes into consideration
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 loss experience; (iv) the average maturity
of its loan portfolio and (v) political and economic conditions in certain
countries of the Region.

         On a quarterly basis, the Bank assesses the overall adequacy of the
allowance for credit losses, utilizing a disciplined and systematic approach
which includes the application of a specific allowance for identified impaired
loans, an allocated formula allowance for identified graded loans and all other
portfolio segments, and an unallocated allowance.

         Specific allowances are established for impaired loans in accordance
with Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan." A loan is considered impaired when, based
on current information and events, it is probable that the Company will be
unable to collect the scheduled payments of principal or interest when due
according to the original contractual terms of the loan agreement. Factors
considered by management in determining impairment include payment status,
collateral value and the probability of collecting scheduled principal and
interest payments when due. Loans that experience insignificant payment delays
and payment shortfalls generally are not classified as impaired. Impairment is
measured on a loan by loan basis for non-homogenous loans by either the present
value of expected future cash flows discounted at the loans effective interest
rate, the loans obtainable market price, or the fair value of the collateral if
the loan is collateral dependent.

         The allocated formula allowance is calculated by applying loss factors
to outstanding loans based on the internal risk grade of such loans. Changes in
risk grades of both performing and nonperforming loans affect the amount of the
allocated formula allowance. Loss factors are based on our historical loss
experience or on loss percentages used by our regulators for similarly graded
loans and may be adjusted upward for significant factors that, in management's
judgment, affect the collectibility of the portfolio as of the evaluation date.
Loss factors are described as follows:

-        Problem-graded loan loss factors are derived from loss percentages
         required by our banking regulators for similarly graded loans. Loss
         factors of 2 to 5%, 15% and 50% are applied to the outstanding balance
         of loans internally classified as special mention, substandard and
         doubtful, respectively.

-        Pass-graded loan loss factors are based on net charge-offs (i.e.,
         charge-off less recoveries) to average loans. The Company's current
         methodologies incorporate prior year net charge-offs, three-year
         average net charge-offs and five year average net charge-offs and are
         used to compute a range of probable losses.

         The unallocated allowance is established based upon management's
evaluation of various conditions, the effects of which are not directly measured
in the determination of the specific and allocated allowances. The evaluation of
the inherent loss with respect to these conditions is subject to a higher degree
of uncertainty because they are not identified with specific problem credits or
portfolio segments. The conditions evaluated in connection with the unallocated
allowance include, but are not limited to, the following factors, which existed
at the balance sheet date:


                                       18
<PAGE>   20

-        General economic and business conditions affecting the Region;

-        Loan volumes and concentrations;

-        Credit quality trends;

-        Collateral values;

-        Bank regulatory examination results; and

-        Findings of our internal credit examiners

         Management reviews these conditions quarterly with our senior credit
officers. To the extent that any of these conditions is evidenced by a
specifically identifiable problem credit as of the evaluation date, management's
estimate of the effect of such condition may be reflected as a specific
allowance applicable to such credit. Where any of these conditions is not
evidenced by a specifically identifiable problem credit or reflected in the
formula allowance as of the evaluation date, management's evaluation of the
probable loss related to such condition is reflected in the unallocated
allowance.

         Our methodologies include several features that are intended to reduce
the difference between estimated and actual losses. The loss factors that are
used to establish the allowance for pass-graded loans is designed to be
self-correcting by taking into account changes in loan classification and
permitting adjustments based on management's judgment of significant qualitative
factors as of the evaluation date. Similarly, by basing the pass-graded loan
loss factors on loss experience over the prior year and the last three or five
years, the methodology is designed to take our recent loss experience into
account. The Bank generally operates a commercial banking business, which does
not include significant amounts of pooled loans or loans that are homogeneous in
nature such as residential mortgages or consumer installment loans (these
represent 0.2% of gross loans at both March 31, 2000 and December 31, 1999).

         ALLOCATED TRANSFER RISK RESERVES

         Management determines the level of ATRR utilizing the guidelines of the
Interagency Country Exposure Review Committee ("ICERC"). The ICERC was formed by
the OCC, FDIC and FRB to ensure consistent treatment of the transfer risk
associated with banks' foreign exposures. Transfer risk is defined as the
possibility that an asset cannot be serviced in the currency of payment because
of a lack of, or restraints on the availability of, needed foreign exchange in
the country of the obligor. The ICERC guidelines state that transfer risk is one
facet of the more broadly defined concept of country risk. Country risk, which
has an overarching effect on the realization of an institution's foreign assets,
encompasses all of the uncertainties arising from the economic, social, and
political conditions in a country. The ATRR ratings assigned by ICERC focus
narrowly on the availability of foreign exchange to service a country's foreign
debt, and represent the minimum required reserves for exposures that are subject
to the ATRR provisions. ICERC meets several times a year to assess transfer risk
in various countries, based largely on the level of aggregate exposure held by
U.S. banks. Based on these assessments, ratings are established for individual
countries. In establishing the ratings, ICERC does not consider the credit risk
associated with individual counter parties in a country.

         A country may be rated "value impaired" based on ICERC's assessment of
transfer risk. A value impaired country is one which has protracted arrearages
in debt service, as indicated by one or more of the following: i) the country
has not fully paid its interest in six months, ii) the country has not complied
with International Monetary Fund programs and there is no immediate prospect for
compliance, iii) the country has not met rescheduling terms for more than one
year, iv) the country shows no definite prospects for an orderly restoration of
debt service in the near future. Once a country has been rated value impaired,
the requirements for ATRR are applicable for exposures to borrowers in that
country. Generally, any obligation of a borrower in such a country will be
subject to ATRR if the obligation becomes more than 30 days past due, or if it
is restructured at any time to avoid delinquency. Once the ATRR is applicable,
it can only be eliminated by charge-off of the asset, collection of the asset,
or removal of the ATRR requirement by ICERC. Changes in the level of ATRR
recorded by the Company, including increases resulting from higher requirements
or applicable loans, and decreases resulting from lower requirements or
collections of loans, are charged or credited to current income. Charge-offs of
loans subject to ATRR requirements are charged against the ATRR to the extent of
the ATRR applicable to that loan, and any


                                       19
<PAGE>   21

excess is charged to the general allowance for credit losses.

         Currently, Ecuador is rated value impaired by ICERC, with a 90% ATTR
requirement for applicable exposures. At March 31, 2000 and December 31, 1999,
the Company had aggregate exposure to borrowers located in Ecuador of
approximately $72 million and $78 million, respectively, including loans of $57
million at March 31,2000 and $66 million at December 31, 1999. During 1999, as a
result of economic deterioration in Ecuador, the Company restructured exposures
with certain borrowers to improve collectibility prospects. Primarily as a
result of these restructurings, approximately $36.4 million of the Company's
Ecuadorian exposure at December 31, 1999 was subject to the 90% ATRR
requirement. Accordingly, an ATRR of $32.7 million was established at December
31, 1999. During the first quarter of 2000, as a result of temporary
delinquencies, new loans became subject to ATRR, resulting in an additional
provision of $3.2 million. At March 31, 2000, approximately 96% of the Company's
Ecuadorian exposures were in compliance with their contractual terms.

         The following table sets forth the composition of the allowance for
credit losses and ATRR as of March 31, 2000 and December 31, 1999:

<TABLE>
<CAPTION>
                                                       MARCH 31, 2000             DECEMBER 31, 1999
                                                       --------------             -----------------
           <S>                                         <C>                        <C>
           Allocated:
                Specific (Impaired loans)                 $  7,104                    $  6,173
                Formula                                      9,006                      12,033
           Unallocated                                       4,465                       3,205
                                                          --------                    --------
           Total allowance for credit losses                20,575                      21,411
           Allocated transfer risk reserve                  35,968                      32,720
                                                          --------                    --------
           Total allowance and reserves                   $ 56,543                    $ 54,131
                                                          ========                    ========
</TABLE>

         The specific allowances increased from $6.2 million at December 31,
1999 to $7.1 million at March 31, 2000 due to management's assessment of
impaired loans. The amount of impaired loans was $16.6 million at December 31,
1999 compared to $16.5 million at March 31, 2000. The decrease in the allocated
formula allowance is due to an increase in loans from borrowers in Ecuador which
became subject to ATRR during the quarter. As a result, ATRR was increased and
formula allowance decreased.

         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.


                                       20
<PAGE>   22

         The following table provides certain information with respect to the
         Company's allowance for credit losses and ATRR activity for the periods
         shown.

CREDIT LOSS AND ATRR EXPERIENCE
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED             YEAR ENDED
                                                                            MARCH 31, 2000           DECEMBER 31, 1999
                                                                          ------------------         -----------------
<S>                                                                       <C>                        <C>
Balance of allowance for credit losses at beginning of period ...            $     21,411              $     12,794
Charge-offs:
Domestic:
      Commercial ................................................                     (36)                   (3,299)
      Acceptances ...............................................                      --                        --
      Installment ...............................................                      --                        (5)
                                                                             ------------              ------------
   Total Domestic ...............................................                     (36)                   (3,304)
                                                                             ------------              ------------
Foreign:
   Banks and other financial institutions .......................                    (200)                   (2,330)
   Commercial and industrial ....................................                  (1,394)                   (6,216)
                                                                             ------------              ------------
Total Foreign ...................................................                  (1,594)                   (8,546)
                                                                             ------------              ------------
   Total charge-offs ............................................                  (1,630)                  (11,850)
                                                                             ------------              ------------

Recoveries:
Domestic:
   Commercial ...................................................                       3                         4
Foreign:
      Banks and other financial institutions ....................                      41                       163
                                                                             ------------              ------------
   Total recoveries .............................................                      44                       167
                                                                             ------------              ------------
Net (charge-offs) recoveries ....................................                  (1,586)                  (11,683)
Provision for credit losses .....................................                     750                    20,300
                                                                             ------------              ------------
Balance of allowance for credit losses at end of the period .....            $     20,575              $     21,411
                                                                             ============              ============

ATRR at beginning of period .....................................                  32,720                        --
Provision for transfer risk .....................................            $      3,248              $     32,720
                                                                             ------------              ------------
ATRR at end of period ...........................................                  35,968                    32,720
                                                                             ============              ============

Allowance for credit losses and ATRR at end of period ...........            $     56,543              $     54,131
                                                                             ============              ============

Average loans ...................................................            $  1,242,750              $  1,181,865
Total loans .....................................................               1,138,265                 1,138,201
Net charge-offs to average loans ................................                    0.13%                     1.00%
Allowance for credit losses to total loans ......................                    1.81%                     1.88%
Allowance for credit losses and ATRR to total loans .............                    4.97%                     4.76%
</TABLE>

         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.


                                       21
<PAGE>   23


ALLOCATION OF ALLOWANCE FOR CREDIT LOSSES AND ALLOCATED TRANSFER RISK RESERVE
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                AS OF                  AS OF
                                                                           MARCH 31, 2000        DECEMBER 31, 1999
                                                                           --------------        -----------------
<S>                                                                        <C>                   <C>
Allocation of the allowance by category of loans:

Domestic:
   Commercial ...................................................            $    2,986             $    3,199
   Acceptances ..................................................                   285                    269
   Residential ..................................................                     9                     10
                                                                             ----------             ----------
Total domestic ..................................................                 3,280                  3,478

Foreign Non-ATRR:
   Government and official institutions .........................                 3,752                  1,496
   Banks and other financial institutions .......................                 3,511                  5,152
   Commercial and industrial ....................................                 9,825                 11,015
   Acceptances discounted .......................................                   207                    270
                                                                             ----------             ----------
     Total foreign non-ATRR .....................................                17,295                 17,933
                                                                             ----------             ----------

Foreign ATRR:

   Government and official institutions .........................                 6,034                  6,035
   Banks and other financial institutions .......................                21,177                 19,800
   Commercial and industrial ....................................                 8,757                  6,885
                                                                             ----------             ----------
   Total foreign ATRR ...........................................                35,968                 32,720
                                                                             ----------             ----------
   Total foreign ................................................            $   53,263             $   50,653
                                                                             ----------             ----------
Total ...........................................................            $   56,543             $   54,131
                                                                             ==========             ==========

Percent of loans in each category to total loans:

Domestic:
   Commercial ...................................................                  35.1%                  35.4%
   Acceptances ..................................................                   6.1%                   5.3%
   Residential ..................................................                   0.2%                   0.2%
                                                                             ----------             ----------
     Total domestic .............................................                  41.4%                  40.9%

Foreign Non-ATRR:
   Banks and other financial institutions .......................                  16.2%                  18.1%
   Commercial and industrial ....................................                  32.7%                  29.6%
   Acceptances discounted .......................................                   4.4%                   5.3%
   Government and official Institutions .........................                   1.8%                   2.8%
                                                                             ----------             ----------
     Total foreign non-ATRR .....................................                  55.1%                  55.8%

Foreign ATRR:
   Government and official institutions .........................                    .5%                   0.6%
   Banks and other financial institutions .......................                   2.1%                   2.0%
   Commercial and industrial ....................................                    .9%                   0.7%
                                                                             ----------             ----------
     Total foreign ATRR .........................................                   3.5%                   3.3%
                                                                             ----------             ----------
     Total foreign ..............................................                  58.6%                  59.1%
                                                                             ----------             ----------
Total ...........................................................                 100.0%                 100.0%
                                                                             ==========             ==========
</TABLE>


                                       22
<PAGE>   24

ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES AND ALLOCATED TRANSFER RISK RESERVES TO
FOREIGN LOANS
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                           MARCH 31, 2000        DECEMBER 31, 1999
                                                                           --------------        -----------------
<S>                                                                        <C>                   <C>
Balance, beginning of year ......................................            $   50,653             $   11,379
Provision for credit losses .....................................                   915                 14,937
Net charge-offs .................................................                (1,553)                (8,383)
Provision for transfer risk .....................................                 3,248                 32,720
                                                                             ----------             ----------
Balance, end of period ..........................................            $   53,263             $   50,653
                                                                             ==========             ==========

Composition at end of period:
Allowance for credit losses .....................................            $   17,295             $   17,933
Allowance for transfer risk (ATRR) ..............................                35,968                 32,720
                                                                             ----------             ----------
Total foreign allowances ........................................            $   53,263             $   50,653
                                                                             ==========             ==========
</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 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, 2000        DECEMBER 31, 1999
                                                                           --------------        -----------------
<S>                                                                        <C>                   <C>

Domestic:
   Non accrual ..................................................            $      681             $    6,995
   Past due over 90 days and accruing ...........................                 2,349                     --
                                                                             ----------             ----------
       Total domestic nonperforming loans .......................                 3,030                  6,995
                                                                             ----------             ----------

Foreign:
   Non accrual ..................................................                15,795                  9,588
   Past due over 90 days and accruing ...........................                    69                  1,992
                                                                             ----------             ----------
       Total foreign nonperforming loans ........................                15,864                 11,580
                                                                             ----------             ----------
Total nonperforming loans .......................................            $   18,894             $   18,575
                                                                             ==========             ==========
Total nonperforming loans to total loans ........................                  1.66%                  1.66%
Total nonperforming assets to total assets ......................                  1.27%                  1.08%
</TABLE>

Nonperforming assets consist of nonaccrual loans and foreclosed assets. The
Company usually places an asset on nonaccrual status when any payment of
principal or interest is over 90 days past due or earlier if management
determines collection of principal or interest to be unlikely. Loans over 90
days past due may not be placed on


                                       23
<PAGE>   25

nonaccrual if they are in the process of collection and are either secured by
property having a realizable value at least equal to the outstanding debt and
accrued interest or are fully guaranteed by a financially responsible party whom
the Company believes is willing and able to discharge the debt, including
accrued interest. In most cases, if a borrower has more than one loan
outstanding with the Company and any of its individual loans becomes over 90
days past due, the Company places all outstanding loans to that borrower on
nonaccrual status.

Nonperforming loans remained relatively unchanged from December 31, 1999 to
March 31, 2000. However, the level of foreign nonperforming loans increased from
$11.6 million as of December 31, 1999 to $15.9 million as of March 31, 2000 or
$4.3 million. The increase in foreign nonperforming loans was due to a
reclassification of a domestic loan to a foreign loan, due to the underlying
security and primary source of repayment for this obligation.

This amount represented $6.4 million that was offset by foreign charge-offs of
$1.6 million during the quarter. Domestic nonperforming loans decreased from
$7.0 million at December 31, 1999 to $3.0 million at March 31, 2000. This
decrease was largely attributable to the previously mentioned reclassification
of a domestic loan to a foreign loan, offset by an increase of $2.4 million in
past due loans over 90 days and accruing loans. This $2.4 million consisted
largely of one borrower that subsequently satisfied the obligation.

At March 31, 2000, the Company had $3.1 million in nonperforming investment
securities and other assets compared to no nonperforming investment securities
and other assets at December 31, 1999. Nonperforming investment securities at
March 31, 2000 totaled $1.2 million and consisted of a foreign debt security
available for sale. The value of this security was determined by applying fair
value guidance of SFAS 115 and a write-off was not deemed necessary.

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 $35.6 million and $3.5 million, respectively, at March 31, 2000
compared to $27.8 million and $5.8 million, respectively, at December 31, 1999.
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".

DEPOSITS

The primary sources of the Company's domestic time deposits are its eight Bank
branches located in Florida and one in 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 $1.55 billion at March 31, 2000 compared to $1.54 billion at
December 31, 1999. The increase in deposits during the three month period was
largely in certificates of deposits over $100,000 which increased by $61.2
million and in non-interest bearing demand deposit which increased by $15.3
million. These increases were offset by a decrease in certificates of deposit
under $100,000 of $56.0 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, 2000:


                                       24
<PAGE>   26

MATURITIES AND AMOUNTS OF CERTIFICATES OF DEPOSIT AND OTHER TIME DEPOSITS
$100,000 OR MORE
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                        CERTIFICATES OF DEPOSIT      OTHER TIME DEPOSITS
                                           $100,000 OR MORE            $100,000 OR MORE         TOTAL
                                        -----------------------      -------------------     ---------
<S>                                     <C>                          <C>                     <C>
Three months or less ..............            $158,703                   $ 26,641           $ 185,344
Over 3 through 6 months ...........             119,853                      3,101             122,954
Over 6 through 12 months ..........             106,697                          4             106,701
Over 12 months ....................              85,374                         --              85,374
                                               --------                   --------           ---------
   Total ..........................            $470,627                   $ 29,746           $ 500,373
                                               ========                   ========           =========
</TABLE>

STOCKHOLDERS' EQUITY

The Company's stockholders' equity at March 31, 2000 was $119.7 million compared
to $113.3 million at December 31, 1999. During this period stockholders' equity
increased by $6.4 million primarily due to the retention of net income of $5.4
million and the recovery in market value of the securities available for sale.

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, 2000. 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.

                        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 ........................   $552,250    $ 169,593     $ 155,507    $   54,778     $ 176,318     $ 29,819    $1,138,265
   Federal funds sold ...........     94,697                                                                            94,697
   Investment securities ........     43,797       93,975        40,651        12,258        19,578       80,248       290,507
   Interest earning deposits
      with other banks ..........     27,013       24,727        39,825        41,333                                  132,898
                                    --------    ---------     ---------    ----------     ---------     --------    ----------
Total ...........................    717,757      288,295       235,983       108,369       195,896      110,067     1,656,367
                                    --------    ---------     ---------    ----------     ---------     --------    ----------

Funding Sources:
   Savings and transaction
      deposits ..................     29,776       67,942        40,443                                                138,161
   Certificates of deposits
      of $100 or more ...........     33,510      125,193       119,853       106,697        85,374                    470,627
   Certificates of deposits
      under $100 ................     78,432      132,175       174,019       264,231       111,942           38       760,837
   Other time deposits ..........     23,179        3,462         3,101           595                                   30,337
   Funds overnight ..............     60,010                                                                            60,010
   Trust preferred securities ...                                                                         12,650        12,650
                                    --------    ---------     ---------    ----------     ---------     --------    ----------
Total ...........................   $224,907    $ 328,772     $ 337,416    $  371,523     $ 197,316     $ 12,688    $1,472,622
                                    ========    =========     =========    ==========     =========     ========    ==========
Interest sensitivity gap ........   $492,850    $ (40,477)    $(101,433)   $ (263,154)    $  (1,420)    $ 97,379    $  183,745
                                    ========    =========     =========    ==========     =========     ========    ==========
Cumulative gap ..................   $492,850    $ 452,373     $ 350,940    $   87,786     $  86,366     $183,745
                                    ========    =========     =========    ==========     =========     ========
Cumulative gap as a percentage
   of total earning assets ......      29.75%       27.31%        21.19%         5.30%         5.21%       11.09%
                                    ========    =========     =========    ==========     =========     ========
</TABLE>


                                       25
<PAGE>   27

LIQUIDITY

Cash and cash equivalents increased by $45.1 million from December 31, 1999 to
March 31, 2000. During the first quarter of 2000, net cash provided by operating
activities was $20.6 million, net cash provided by investing activities was $9.2
million and net cash provided by financing activities was $15.3 million. For
further information on cash flows, see the Consolidated Statement of Cash Flows.

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. Considerations in managing the Company's
liquidity position include, but are 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, 2000 interest-earning assets maturing within six months
were $1.242 billion, representing 75.0 percent of total earning assets and
earning assets maturing within one year were $1.351 billion or 81.5 percent of
total earning assets. The interest bearing liabilities maturing within six
months were $891.1 million or 61.0 percent of total interest bearing liabilities
and maturing within one year were $1.263 billion or 85.7 percent of the total at
March 31, 2000.

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, 2000 were $434 million, 25 percent of
total assets, and consisted of cash and cash equivalents, due from banks-time
and available for sale investment securities maturing within one year or less
that are unpledged. At March 31, 2000 the Company had been advised of $57
million in available interbank funding.

CAPITAL RESOURCES

The Company and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Company's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Company and the Bank must meet specific capital guidelines that involve
quantitative measures of assets, liabilities, and certain off-balance sheet
items as calculated under regulatory accounting practices. The Bank's capital
amounts and classification are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.

See Note 5 to the Company's interim consolidated financial statements for
regulatory developments subsequent to March 31, 2000


                                       26
<PAGE>   28

COMPANY CAPITAL RATIOS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      MARCH 31, 2000           DECEMBER 31, 1999
                                                                 -----------------------     --------------------
                                                                  AMOUNT           RATIO      AMOUNT        RATIO
                                                                 --------          -----     --------       -----
<S>                                                              <C>               <C>       <C>            <C>
Tier 1 risk-weighted
Capital:
    Actual...................................................    $123,467          10.4%     $119,157       10.3%
    Minimum..................................................      47,652           4.0%       46,286        4.0%
Total risk-weighted
Capital:
    Actual...................................................     138,873          11.7%      134,111       11.6%
    Minimum..................................................      95,304           8.0%       92,571        8.0%
Leverage:
    Actual...................................................     123,467           7.3%      119,157        7.1%
    Minimum..................................................      50,510           3.0%       50,106        3.0%
</TABLE>

BANK CAPITAL RATIOS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      MARCH 31, 2000           DECEMBER 31, 1999
                                                                 -----------------------     --------------------
                                                                  AMOUNT           RATIO      AMOUNT        RATIO
                                                                 --------          -----     --------       -----
<S>                                                              <C>               <C>       <C>            <C>
Tier 1 risk-weighted capital:
    Actual...................................................    $116,316           9.8%     $114,011        9.9%
    Minimum to be well capitalized...........................      71,340           6.0%       69,289        6.0%
    Minimum to be adequately capitalized.....................      47,560           4.0%       46,192        4.0%
Total risk-weighted capital:
    Actual...................................................     131,693          11.0%      128,936       11.2%
    Minimum to be well capitalized...........................     118,899          10.0%      115,481       10.0%
    Minimum to be adequately capitalized.....................      95,120           8.0%       92,385        8.0%
Leverage:
    Actual...................................................     116,316           6.9%      114,011        6.7%
    Minimum to be well capitalized...........................      84,418           5.0%       84,571        5.0%
    Minimum to be adequately capitalized.....................      67,535           4.0%       67,657        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 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


                                       27
<PAGE>   29

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, 2000 shows that interest
earning assets maturing or repricing within one year exceed interest bearing
liabilities by $87.8 million. The Company monitors that the assets and
liabilities are closely matched to minimize interest rate risk.

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 Chief Financial Officer 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 $16.7 million for the three months ended March 31, 2000 from $14.0
million for the same period in 1999, a 19.4 percent increase. The increase was
due largely to an increase in net interest margin as well as an increase in
average earning assets. Average earning assets increased to $1.630 billion for
the three months ended March 31, 2000 from $1.552 billion for the same period in
1999, a 5.0 percent increase. Average loans increased to $1.232 billion for the
three months ended March 31, 2000 from $1.149 billion for the same period in
1999, a 7.2 percent increase. Average interest earning deposits with other banks
increased to $162.1 million for the three months ended March 31, 2000 from
$108.7 million for the same period in 1999, a 49 percent increase. The increase
in loans was largely attributable to trade finance activities within the Region.
Net interest margin increased to 4.13 percent for the three months ended March
31, 2000 from 3.71 percent for the same period in 1999, a 42 basis point
increase. The primary reasons for this increase were (i) the redeployment of
lower yielding U.S. government agency securities into the higher yielding loan
category and (ii) the base for pricing commercial loans has increased within the
last three months as a result of increases in the prime rate.

Interest income increased to $37.2 million for the three months ended March 31,
2000 from $32.6 million for the same period in 1999, a 14.2 percent increase,
reflecting the increase in commercial loans and the increase in prevailing
interest rates. Interest expense increased to $20.5 million for the three months
ended March 31, 2000 from $18.6 million for the same period in 1999, a 10.2
percent increase, reflecting the additional deposits to fund asset growth.
Average interest-bearing deposits increased to $1.425 billion for the three
months ended March 31, 2000 from $1.367 billion for the same period in 1999, a
4.3 percent increase. The growth in deposits was primarily a result of the
Company seeking additional deposits to fund asset growth.


                                       28
<PAGE>   30

                           YIELDS EARNED AND RATE PAID

<TABLE>
<CAPTION>
                                                                               FOR THE QUARTER ENDED
                                                    ----------------------------------------------------------------------------
                                                               MARCH 31, 2000                           MARCH 31, 1999
                                                    -----------------------------------      -----------------------------------
                                                     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 ..........................      $1,109,374      $26,457       9.43%      $1,015,173      $22,711       8.95%
   Acceptances discounted ....................         114,564        2,722       9.40%         117,044        2,642       9.03%
   Overdraft .................................           5,759          386      26.52%          13,667          696      20.37%
   Mortgage loans ............................           2,127           42       7.81%           3,514           71       8.08%
                                                    ----------      -------                  ----------      -------
TOTAL LOANS ..................................       1,231,824       29,607       9.51%       1,149,398       26,120       9.09%
                                                    ----------      -------                  ----------      -------
Time deposits with banks .....................         162,107        3,841       9.37%         108,748        3,242      11.92%
Investments ..................................         165,860        3,052       7.28%         232,758        2,756       4.74%
Federal funds sold ...........................          49,888          703       5.57%          38,486          466       4.84%
                                                    ----------      -------                  ----------      -------
     Total investments and time deposits
        with banks ...........................         377,855        7,596       7.95%         379,992        6,464       6.80%
                                                    ----------      -------                  ----------      -------
Total interest earning assets ................       1,609,679       37,203       9.14%       1,529,390       32,584       8.64%
                                                    ----------      -------                  ----------      -------
Total non interest earning assets ............          81,020                                  129,473
                                                    ----------                               ----------
TOTAL ASSETS .................................      $1,690,699                               $1,658,863
                                                    ==========                               ==========

INTEREST BEARING LIABILITIES
DEPOSITS:
   NOW and savings accounts ..................      $   22,168          132       2.38%      $   21,654          109       2.01%
   Money Market ..............................          44,054          630       5.72%          45,849          530       4.62%
   Presidential Money Market .................          65,579          906       5.53%          25,673          304       4.74%
   Certificate of Deposits (including IRA) ...       1,216,335       17,495       5.75%       1,160,076       15,889       5.48%
   Time Deposits with Banks (IBF) ............          68,463          862       5.04%         109,383        1,303       4.76%
   Other .....................................           8,786          141       6.42%           3,923           33       3.36%
                                                    ----------      -------                  ----------      -------
TOTAL DEPOSITS ...............................       1,425,385       20,166       5.66%       1,366,558       18,168       5.32%
Trust Preferred Securities ...................          12,650          308       9.74%          12,393          302       9.75%
Other Borrowings .............................              --           --         --            5,498          103       7.49%
Federal Funds Purchased ......................              55            1       7.27%             111            2       7.21%
                                                    ----------      -------                  ----------      -------
Total interest bearing liabilities ...........       1,438,090       20,475       5.70%       1,384,560       18,575       5.37%
                                                    ----------      -------                  ----------      -------
Non-interest bearing liabilities
   Demand Deposits ...........................          81,171                                   75,510
   Other Liabilities .........................          54,930                                   86,875
                                                    ----------                               ----------
Total non interest bearing liabilities .......         136,101                                  162,385
Stockholders equity ..........................         116,508                                  111,918
                                                    ----------                               ----------
TOTAL LIABILITIES AND
   STOCKHOLDER'S EQUITY ......................      $1,690,699                               $1,658,863
                                                    ==========                               ==========
NET INTEREST INCOME/NET
   INTEREST SPREAD ...........................                      $16,728       3.48%                      $14,009       3.16%
                                                                    =======      =====                       =======      =====
MARGIN
INTEREST INCOME/INTEREST
   EARNING ASSETS ............................                                    9.14%                                    8.64%
INTEREST EXPENSE/INTEREST
   EARNING ASSETS ............................                                    5.05%                                    4.93%
                                                                                 -----                                    -----
     NET INTEREST MARGIN .....................                                    4.09%                                    3.71%
                                                                                 =====                                    =====
</TABLE>


                                       29
<PAGE>   31

PROVISION FOR CREDIT LOSSES AND TRANSFER RISK

The Company's provision for credit losses decreased to $750 thousand for the
three months ended March 31, 2000 from $900 thousand for the same period in
1999. Net loan charge-offs during the first three months of 2000 amounted to
$1,586 thousand compared to $104 thousand for the same period in 1999. The
allowance for credit losses increased from $13.6 million at March 31, 1999 to
$20.6 million at March 31, 2000. The ratio of the allowance for credit losses to
total loans was 1.81 percent at March 31, 2000 decreasing from approximately
1.88 percent at December 31, 1999.

The Company's provision for ATRR decreased from $9.9 million for the first
quarter of 1999 to $3.2 million for the first quarter of 2000. The decrease was
the result of a lower amount of Ecuadorian exposure becoming initially subject
to ATRR requirements in the 2000 quarter compared to the 1999. See "Allocated
Transfer Risk Reserves" on page 19 for more discussion of the ATRR.

NON-INTEREST INCOME

Non-interest income increased to $4.1 million for the three months ended March
31, 2000 from $3.7 million for the same period in 1999, a 9.9 percent increase.
The increase was largely the result of an increase in gain on sale of assets of
$1.2 million relating to the sale of foreign debt securities previously written
down.

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,
                                                                         -----------------------------------------
                                                                                        2000 TO 1999
                                                                           2000        PERCENT CHANGE        1999
                                                                         --------      --------------       ------
<S>                                                                      <C>           <C>                  <C>
Trade finance fees and commissions....................................   $  2,217          -18.8%           $2,730
Structuring and syndication fees......................................                     100.0%              246
Customer service fees.................................................        400          118.6%              183
Net gain on sale of assets............................................      1,349          617.6%              188
Other.................................................................         97          -72.2%              349
                                                                         --------         ------            ------
Total non-interest income.............................................   $  4,063            9.9%           $3,696
                                                                         ========         ======            ======
</TABLE>

OPERATING EXPENSES

Operating expenses increased to $8.7 million for the three months ended March
31, 2000 from $7.2 million for the same period in 1999, a 21 percent increase.
The majority of this increase was in other losses and charge-offs which
increased to $1.7 million from $320 thousand largely as a result of a write off
of an other miscellaneous receivable. This miscellaneous receivable represented
$1.7 million due for structuring and syndication services provided by the Bank
for which the customer had made a partial payment. A dispute arose between the
Bank and the customer regarding the balance owed, which was settled and resulted
in a write-off of $1 million and payment in full of the balance. The Company's
efficiency ratio increased to 41.8 percent for the three month period ended
March 31, 2000 from 40.5 percent for the same period in 1999.


                                       30
<PAGE>   32

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,
                                                                         ------------------------------------------
                                                                                         2000 TO 1999
                                                                           2000         PERCENT CHANGE         1999
                                                                         ------         --------------        ------
<S>                                                                      <C>            <C>                   <C>
Employee compensation and benefits....................................   $2,963             -11.4%            $3,344
Occupancy and equipment...............................................    1,298              35.2%               960
Legal Expenses........................................................      491             -23.3%               640
Other losses & charge-offs............................................    1,689             427.8%               320
Other operating expenses..............................................    2,245              18.7%             1,892
                                                                         ------             -----             ------
Total operating expenses..............................................   $8,686              21.4%            $7,156
                                                                         ======             =====             ======

</TABLE>


                                       31
<PAGE>   33

                                   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 30, 2001                   Hamilton Bancorp Inc.

                                     /s/ J. CARLOS BERNACE
                                     ------------------------------------------
                                     J. Carlos Bernace,
                                     Executive Vice President


                                     /s/  LUCIOUS T. HARRIS
                                     ------------------------------------------
                                     Lucious T. Harris
                                     Executive Vice President and Chief
                                     Financial Officer


                                       32
<PAGE>   34

Exhibit 1 of the Registrant's Form 10-Q for the quarterly period ended March 31,
2000 is hereby amended to read as follows:

                                                                       EXHIBIT 1

                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                    CALCULATION OF EARNINGS (LOSS) PER SHARE
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                                 AS RESTATED,
                                                                                  SEE NOTE 4
                                                                         THREE MONTHS ENDED MARCH 31,
                                                                      ----------------------------------
                                                                          2000                  1999
                                                                      ------------          ------------
<S>                                                                   <C>                   <C>
Basic:
Weighted average number of common shares outstanding .......            10,081,147            10,056,111
Net income (loss) ..........................................          $      5,417          $       (155)
Basic earnings (loss) per share ............................          $       0.54          $       (.02)

Diluted:
Weighted average number of common shares outstanding .......            10,081,147            10,056,111
Potential common shares outstanding - options ..............               139,974               227,124
                                                                      ------------          ------------
Total common and potential common shares outstanding .......            10,221,121            10,283,235
Net income (loss) ..........................................          $      5,417          $       (155)
Diluted earnings (loss) per share ..........................          $       0.53          $       (.02)
</TABLE>


                                       33