<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q/A

(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, 1999

                                       OR

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

       For the transition period from ______________to_______________


                         Commission file number: 0-20960

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


           FLORIDA                                             65-0149935
---------------------------------                         -------------------
(State or Other Jurisdiction of                            (I.R.S. Employer
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 10Q for the quarterly
period ended March 31, 1999 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, see       As restated, see
                                                                                           note 5                 note 5
                                                                                           March 31,           December 31,
                                                                                   ----------------------  ---------------------
                                                                                            1999                    1998
                                                                                   ----------------------  ---------------------
<S>                                                                                     <C>                     <C>
                                        ASSETS

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

INTEREST EARNING DEPOSITS WITH  OTHER BANKS                                                 116,447                 200,203
SECURITIES AVAILABLE FOR SALE                                                               133,476                  69,725
SECURITIES HELD TO MATURITY                                                                  41,050                  35,870
LOANS-NET                                                                                 1,093,320               1,150,903
DUE FROM CUSTOMERS ON BANKERS ACCEPTANCES                                                    50,757                  75,567
DUE FROM CUSTOMERS ON DEFERRED PAYMENT LETTERS OF CREDIT                                      5,455                   6,468
PROPERTY AND EQUIPMENT-NET                                                                    4,660                   4,775
ACCRUED INTEREST RECEIVABLE                                                                  17,462                  19,201
GOODWILL-NET                                                                                  1,789                   1,833
OTHER ASSETS                                                                                 29,788                  16,894
                                                                                        -----------             -----------
TOTAL                                                                                   $ 1,580,765             $ 1,693,229
                                                                                        ===========             ===========

                         LIABILITIES AND STOCKHOLDERS' EQUITY

DEPOSITS                                                                                $ 1,385,715             $ 1,477,052
TRUST PREFERRED SECURITIES                                                                   12,650                  11,000
OTHER BORROWINGS                                                                                 --                   6,116
BANKERS ACCEPTANCES OUTSTANDING                                                              50,757                  75,567
DEFERRED PAYMENT LETTERS OF CREDIT OUTSTANDING
                                                                                              5,455                   6,468
OTHER LIABILITIES
                                                                                             10,515                   7,784
                                                                                        -----------             -----------
     Total liabilities                                                                    1,465,092               1,583,987
                                                                                        -----------             -----------

STOCKHOLDERS' EQUITY:
     Common stock, $.01 par value, 75,000,000 shares authorized, 10,059,479
       shares issued and outstanding at March 31, 1999 and 10,050,062 shares
       issued and outstanding at December 31, 1998
     Capital surplus                                                                            101                     100
     Retained earnings                                                                       60,321                  60,117
     Accumulated other comprehensive loss                                                    55,580                  49,511
                                                                                               (329)                   (486)
                                                                                        -----------             -----------
     Total stockholders' equity                                                             115,673                 109,242
                                                                                        -----------             -----------
TOTAL                                                                                   $ 1,580,765             $ 1,693,229
                                                                                        ===========             ===========

</TABLE>


See accompanying notes to consolidated financial statements.



                                       1
<PAGE>   3


                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
            (Dollars in thousands except per share data) (Unaudited)

<TABLE>
<CAPTION>

                                                            Three Months Ended March 31,
                                                          ----------------------------------
                                                              1999                   1998
                                                          -----------            -----------
<S>                                                       <C>                    <C>
INTEREST INCOME:
  Loans, including fees                                   $    25,529            $    23,406
  Deposits with other banks                                     3,241                  2,279
  Investment securities                                         2,756                  1,012
  Federal funds sold                                              466                    250
                                                          -----------            -----------
    Total                                                      31,992                 26,947

INTEREST EXPENSE:
  Deposits                                                     18,168                 14,737
  Trust preferred securities                                      302                     --
  Federal funds purchased and other borrowing                     105                    127
                                                          -----------            -----------
     Total                                                     18,575                 14,864
                                                          -----------            -----------
NET INTEREST INCOME                                            13,417                 12,083
PROVISION FOR CREDIT LOSSES                                       900                  2,315
                                                          -----------            -----------
NET INTEREST INCOME AFTER PROVISION FOR CREDIT
  LOSSES                                                       12,517                  9,768
                                                          -----------            -----------
NON-INTEREST INCOME:
  Trade finance fees and commissions                            2,990                  3,395
  Structuring and syndication fees                                577                    289
  Customer service fees                                           183                    145
  Gain on sale of loans                                           188                     --
  Other                                                           349                    136
                                                          -----------            -----------
     Total                                                      4,287                  3,965
                                                          -----------            -----------
OPERATING EXPENSES:
  Employee compensation and benefits                            3,344                  2,995
  Occupancy and equipment                                         960                  1,070
  Other                                                         2,864                  1,871
                                                          -----------            -----------
     Total                                                      7,168                  5,936
                                                          -----------            -----------

INCOME BEFORE PROVISION FOR INCOME TAXES                        9,636                  7,797
PROVISION FOR INCOME TAXES                                      3,567                  2,892
                                                          -----------            -----------
NET INCOME                                                $     6,069            $     4,905
                                                          ===========            ===========
NET INCOME PER COMMON SHARE:
     BASIC                                                $      0.60            $      0.50
                                                          ===========            ===========
     DILUTED                                              $      0.59            $      0.48
                                                          ===========            ===========
AVERAGE SHARES OUTSTANDING:
     BASIC                                                 10,056,111              9,844,915
                                                          ===========            ===========
     DILUTED                                               10,283,235             10,208,765
                                                          ===========            ===========

</TABLE>

See accompanying notes to consolidated financial statements.




                                       2
<PAGE>   4


                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                           (In thousands) (Unaudited)
<TABLE>
<CAPTION>

                                                                                        Three Months Ended March 31,
                                                                                       -----------------------------
                                                                                         1999                1998
                                                                                       -------             -------
<S>                                                                                    <C>                 <C>
NET INCOME                                                                             $ 6,069             $ 4,905

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

</TABLE>

See accompanying notes to consolidated financial statements




                                       3
<PAGE>   5





                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                             As restated, see note 5
            (Dollars in thousands, except per share data) (Unaudited)

<TABLE>
<CAPTION>

                                                                                               Accumulated
                                                 Common Stock                                     Other              Total
                                           -------------------------   Capital   Retained     Comprehensive      Stockholders'
                                              Shares        Amount     Surplus   Earnings          Loss              Equity
                                           --------------  ---------  ---------- ----------  -----------------  -----------------

<S>                                           <C>              <C>      <C>        <C>                 <C>              <C>
Balance, December 31, 1998                    10,050,062       $100     $60,117    $49,511             ($486)           $109,242

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

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

Net income for the three months ended
  March 31, 1999                                                                     6,069                                 6,069
                                           --------------  ---------  ---------- ----------  -----------------  -----------------
Balance as of March 31, 1999                  10,059,479       $101     $60,321    $55,580             ($329)           $115,673
                                           ==============  =========  ========== ==========  =================  =================

</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>

                                                                                    For Three Months Ended March 31,
                                                                                   ---------------------------------
                                                                                       1999                  1998
                                                                                    ---------             ---------
<S>                                                                                 <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                     $   6,069             $   4,905
       Adjustments to reconcile net income to net cash
         provided by operating activities:
         Depreciation and amortization                                                    369                   280
         Provision for credit losses                                                      900                 2,315
         Deferred tax provision (benefit)                                                  28                  (674)
         Write off of available for sale security                                         187                     0
         Gain on sale of loans                                                           (188)                    0
         Proceeds from the sale of bankers acceptances and
           loan participations, net of loan participations purchased                    5,715                33,256
       Increase in accrued interest receivable and other assets                       (11,237)               (1,338)
       Increase in other liabilities                                                    2,638                 9,117
                                                                                    ---------             ---------
         Net cash provided by operating activities                                      4,481                47,861
                                                                                    ---------             ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Increases in interest-earning deposits with other banks                           83,756                22,159
     Purchase of securities available for sale                                       (293,385)              (75,576)
     Purchase of securities held to maturity                                           (6,261)               (3,000)
     Proceeds from sales and maturities of securities available for sale              229,612                68,662
     Proceeds from paydowns of securities held to maturity                              1,074                     0
     Proceeds from sale of loans                                                       11,148                     0
     Decrease (increase) in loans-net                                                  40,063              (152,622)
     Purchases of property and equipment-net                                             (119)                 (392)
                                                                                    ---------             ---------
         Net cash provided by (used in) investing activities                           65,888              (140,769)
                                                                                    ---------             ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net (decrease) increase  in deposits                                              (91,337)               62,462
    Proceeds from trust preferred securities offering                                   1,650                 2,388
    Payment of other borrowing                                                         (6,116)                    0
    Net proceeds from exercise of common stock options                                    205                   996
                                                                                    ---------             ---------
    Net cash (used in) provided by financing activities                               (95,598)               65,846
                                                                                    ---------             ---------

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

</TABLE>





See accompanying notes to consolidated financial statements.


                                       5
<PAGE>   7


                        HAMILTON BANCORP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 1999

NOTE 1:  BASIS OF PRESENTATION

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

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

NOTE 2: NET INCOME PER COMMON SHARE

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

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

NOTE 3: SALE OF LOANS

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

NOTE 4: TRUST PREFERRED SECURITIES

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




                                       6
<PAGE>   8


NOTE 5: RESTATEMENT

Subsequent to the filing of the Company's quarterly report on Form 10Q for the
quarter ended March 31, 1999, the Company determined that the purchase of
certain securities and the sale of certain loans entered into by the Company in
1998 should have been recorded as an exchange transaction in accordance with
SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities, and that a loss of $22,223,000 ($14,304,000 after
tax) should have been recorded on the exchange. The Company had previously
accounted for the purchases of the securities and sales of the loans as separate
unrelated transactions. The purchases were recorded at cost and the sales were
recorded based on the proceeds received for the loans sold, with no gain or loss
being recognized. During the second quarter of 2000 the OCC, through a temporary
cease and desist order dated April 25, 2000, required the Company to re-file its
regulatory reports to account for the purchase and sale transactions referred to
above as related transactions and to record a loss on such transactions. The
Company's Audit Committee, with the assistance of independent counsel, conducted
an investigation that began in August 2000 and was completed during December
2000 into these transactions, including the consideration of certain additional
information that the Company received from the OCC. After evaluating the results
of the investigation, the Company concluded that the above transactions should
have been accounted for as an exchange (i.e., one related transaction) rather
than as separate transactions and that a loss should be recorded. As a result
the Company restated its 1998 consolidated financial statements. The loss on
exchange created a lower cost basis, by a like amount, for the assets purchased.
The following table summarizes the items that have been restated in the March
31, 1999 consolidated financial statements as a result of the exchange in 1998:

<TABLE>
<CAPTION>

                                                       AS PREVIOUSLY             AS
                                                         REPORTED             RESTATED
                                                      --------------          --------

<S>                                                    <C>                   <C>
As of March 31, 1999:

Securities Held to Maturity (includes other
     investments)                                      $   50,471            $   41,050

Loans - Net                                             1,106,122             1,093,320

Other Assets                                               21,899                29,788

Other Liabilities                                          10,545                10,515

Retained Earnings                                          69,884                55,580



As of December 31, 1998:

Securities Held to Maturity (includes other
     investments)                                          45,291                35,870

Loans - Net                                             1,163,705             1,150,903

Other Assets                                                9,005                16,894

Other Liabilities                                           7,814                 7,784

Retained Earnings                                          63,815                49,511

</TABLE>


                                       7
<PAGE>   9


ITEM 2.

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

INTRODUCTION

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

RESTATEMENT

Subsequent to the filing of the Company's quarterly report on Form 10Q for the
quarter ended March 31, 1999, the Company determined that the purchase of
certain securities and the sale of certain loans entered into by the Company in
1998 should have been recorded as an exchange transaction in accordance with
SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities, and that a loss of $22,223,000 ($14,304,000 after
tax) should have been recorded on the exchange. The Company had previously
accounted for the purchases of the securities and sales of the loans as separate
unrelated transactions. The purchases were recorded at cost and the sales were
recorded based on the proceeds received for the loans sold, with no gain or loss
being recognized. During the second quarter of 2000 the OCC, through a temporary
cease and desist order dated April 25, 2000, required the Company to re-file its
regulatory reports (the "Call Reports") to account for the purchase and sale
transactions referred to above as related transactions and to record a loss on
such transactions. The Company's Audit Committee, with the assistance of
independent counsel, conducted an investigation that began in August 2000 and
was completed during December 2000 into these transactions, including the
consideration of certain additional information that the Company received from
the OCC. After evaluating the results of the investigation, the Company
concluded that the above transactions should have been accounted for as an
exchange (i.e., one related transaction) rather than as separate transactions
and that a loss should be recorded. As a result the Company restated its 1998
consolidated financial statements. The loss on exchange created a lower cost
basis, by a like amount, for the assets purchased. See Note 5 of the notes to
the unaudited consolidated financial statements for a discussion of these
restatements.

In addition, as part of this process, the Company will again re-file its Call
Reports to reflect the same accounting treatment and loss described above. This
action is being taken as the original loss of $24,602,000, which amount was
based on a directive of the OCC (under a temporary cease and desist order),
recorded by the Company for regulatory purposes in the previously re-filed Call
Reports differed from the Company's final conclusions and recording of the
$22,223,000 loss described above, which amount was based on management's
determination of the fair value of the assets acquired. The Company's
determination of the fair value was agreed to by the OCC in recent discussions
with the OCC. Therefore, the Company's restated consolidated financial
statements and the Company's re-filed Call Reports will be consistent as it
relates to this loss on exchange.

The Management's Discussion and Analysis of Financial Condition and Results of
Operations for the quarter ended March 31, 1999 presented herein have been
adjusted to reflect the restatement described above.


                                       8
<PAGE>   10


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

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

      CASH, DEMAND DEPOSITS WITH OTHER BANKS AND FEDERAL FUNDS SOLD

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

      INTEREST-EARNING DEPOSITS WITH OTHER BANKS AND INVESTMENT SECURITIES

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

      Investment securities increased to $174.5 million at March 31, 1999 from
      $105.6 million at December 31, 1998. The increase has been primarily in
      U.S. government agency securities and to a lesser extent U. S. government
      mortgage backed securities classified as held to maturity. The government
      agency securities are short term in nature and allow the Company the
      flexibility of liquidity and the ability to convert these assets into
      higher yielding loans as these become accessible. The mortgage-backed
      securities diversify the Company's portfolio, are eligible collateral for
      securing public funds and qualify as a Community Reinvestment Act
      investment.



                                       9
<PAGE>   11




LOANS

The Company's gross loan portfolio decreased by $57.4 million, or 4.9 percent,
during the first three months of 1999 in relation to the year ended December 31,
1998. Commercial-domestic loans increased by $53.0 million and domestic
acceptances discounted increased by $13.1 million or 23.1 percent. This was
offset by decreases in loans to banks and other financial institutions - foreign
of $57.7 million and commercial foreign loans of $33.8 million. Details on the
loans by type are shown in the table below. At March 31, 1999 approximately 37.3
percent of the Company's portfolio consisted of loans to domestic borrowers and
62.7 percent of the Company's portfolio consisted of loans to foreign borrowers.
The Company's loan portfolio is relatively short-term, as approximately 58.1 and
67.6 percent of loans at March 31, 1999 were short-term loans with average
maturities of less than 180 and less than 365 days, respectively. See "Interest
Rate Sensitivity Report".

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

LOANS BY TYPE
(in thousands)
<TABLE>
<CAPTION>


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

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

Foreign:

Banks and other financial institutions               244,691               302,371
Commercial and industrial (1)                        362,161               395,987
Acceptances discounted                                45,467                72,597
Government and official institutions                  42,677                39,309
                                                  ----------            ----------
Subtotal Foreign                                     694,996               810,264
                                                  ----------            ----------
Total Loans                                       $1,109,279            $1,166,728
                                                  ==========            ==========
</TABLE>


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






                                       10
<PAGE>   12




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

At March 31, 1999 approximately 28.3 percent in principal amount of the
Company's loans were outstanding to borrowers in four countries other than the
United States: Panama (11.6 percent), Brazil (5.8 percent), Guatemala (6.2
percent) and Peru (4.7 percent).

LOANS BY COUNTRY
(Dollars in thousands)
<TABLE>
<CAPTION>

                                      March 31, 1999                         December 31, 1998
                           ------------------------------------    --------------------------------------
                                                 Percent of                                Percent of
Country                        Amount           Total Loans             Amount            Total Loans
                           ---------------    -----------------    -----------------    -----------------
<S>                            <C>                       <C>            <C>                        <C>
United States                  $  414,283                37.3%          $   356,464                30.6%
Argentina                          37,888                 3.4%               36,276                 3.1%
Bolivia                            18,393                 1.7%               20,816                 1.8%
Brazil                             64,604                 5.8%               54,862                 4.7%
Colombia                           40,134                 3.6%               41,911                 3.6%
Dominican Republic (1)                 --                   --               29,563                 2.5%
Ecuador                            37,555                 3.4%               46,917                 4.0%
El Salvador                        33,087                 3.0%               37,196                 3.2%
Guatemala                          69,098                 6.2%              119,227                10.2%
Honduras                           43,445                 3.9%               59,564                 5.1%
Jamaica                            17,548                 1.6%               29,066                 2.5%
Mexico                             21,733                 2.0%               22,983                 2.0%
Panama                            128,438                11.6%              118,680                10.2%
Peru                               51,778                 4.7%               49,382                 4.2%
Suriname                           17,541                 1.6%               21,868                 1.9%
Venezuela (1)                          --                   --               19,756                 1.7%
Other (2)                         113,754                10.2%              102,197                 8.7%
                           ---------------    -----------------    -----------------    -----------------
Total                         $ 1,109,279               100.0%         $  1,166,728               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.



                                       11
<PAGE>   13


At March 31, 1999 approximately 29.4 percent in cross-border outstandings were
outstanding to borrowers in five countries other than the United States: Panama
(8.6 percent), Guatemala (6.8 percent), Brazil (6.1 percent), Peru (4.0
percent), and Honduras (3.9 percent).

TOTAL CROSS-BORDER OUTSTANDINGS BY COUNTRY
(Dollars in millions)
<TABLE>
<CAPTION>

                            March 31, 1999                   December 31, 1998
                        ---------------------------    ----------------------------
                                       % of Total                      % of Total
                          Amount         Assets           Amount         Assets
                        ------------   ------------    -------------   ------------
<S>                             <C>           <C>               <C>           <C>
Argentina                       $53           3.4%              $57           3.4%
Bahamas (1)                      37           2.3%               --            --
Bolivia                          22           1.4%               26           1.5%
Brazil                           97           6.1%               94           5.6%
B.W. Indies                      45           2.8%               36           2.1%
Colombia                         47           3.0%               49           2.9%
Costa Rica                       14           0.9%               16           0.9%
Dominican Republic               31           2.0%               48           2.8%
Ecuador                          53           3.4%              100           5.9%
El Salvador                      50           3.2%               52           3.1%
Guatemala                       108           6.8%              131           7.7%
Honduras                         62           3.9%               69           4.1%
Jamaica                          28           1.8%               40           2.4%
Mexico                           22           1.4%               23           1.4%
Nicaragua (1)                    --            --                15           0.9%
Panama                          136           8.6%              118           7.0%
Peru                             63           4.0%               56           3.3%
Suriname                         24           1.5%               27           1.6%
Venezuela                        14           0.9%               19           1.1%
Other (2)                        44           2.7%               76           4.4%
                        ------------   ------------    -------------   ------------
Total                       $   950          60.1%        $   1,052          62.1%
                        ============   ============    =============   ============

</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.



                                       12
<PAGE>   14




CONTINGENCIES - COMMERCIAL LETTERS OF CREDIT
(in thousands)

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


(in thousands)                              Three Months Ended March 31,                         Year Ended
                                  -----------------------------------------------------    ------------------------------
                                           1999                       1998                         December 31, 1998
                                  -------------------------- --------------------------    ------------------------------
                                                 Average                     Average                         Average
                                     Total       Monthly         Total       Monthly           Total         Monthly
                                     Volume       Volume        Volume       Volume            Volume         Volume
                                  -------------------------- --------------------------    ------------------------------

<S>                                 <C>          <C>            <C>          <C>             <C>            <C>
Export Letters of Credit (1)        $   45,313   $   15,104     $  107,766   $  35,922       $    397,683   $     33,140
Import Letters of Credit (1)
                                        60,654       20,218         92,872      30,957            349,099         29,092
                                  -------------------------- --------------------------    ------------------------------
Total                               $  105,967    $  35,322     $  200,638   $  66,879       $    746,782    $    62,232
                                  ========================== ==========================    ==============================
</TABLE>


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



                                       13
<PAGE>   15



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

CONTINGENT LIABILITIES (1)
(in thousands)
<TABLE>
<CAPTION>

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

</TABLE>



(1)  Includes export and import letters of credit, standby letters of credit and
     letters of indemnity.

(2)  These countries had contingencies which represented less than 1 percent of
     the Company's total contingencies at periods presented in the above dates.

(3)  Other includes those countries in which contingencies represent less than 1
     percent of the Company's total contingencies at each of the above dates.

ALLOWANCE FOR CREDIT LOSSES

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

In addition, although the Company's credit losses have been relatively limited
to date, management believes that the level of the Company's allowance should
reflect the potential for political and economic instability in certain
countries of the Region and the possibility that serious economic difficulties
in a country could adversely affect all of the Company's loans to borrowers in
or doing business with that country.




                                       14
<PAGE>   16


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

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

CREDIT LOSS EXPERIENCE
(in thousands)

<TABLE>
<CAPTION>

                                                            Three Months Ended              Year Ended
                                                              March 31, 1999             December 31,1998
                                                          ------------------------   -------------------------
<S>                                                               <C>                      <C>
Balance of allowance for credit losses at beginning of
  period                                                          $    12,794              $    10,317
Charge-offs:
Domestic:
   Commercial                                                              --                   (3,357)
   Acceptances                                                             --                     (100)
   Installment                                                             (1)                      --
                                                                  -----------              -----------
 Total Domestic                                                            (1)                  (3,457)
                                                                  -----------              -----------
Foreign:
   Banks and other financial institutions                                  --                   (3,901)
   Commerical and industrial                                             (101)                      --
                                                                  -----------              -----------
 Total Foreign                                                           (101)                  (3,901)
                                                                  -----------              -----------
Total charge-offs                                                        (102)                  (7,358)
                                                                  -----------              -----------
Recoveries:
Domestic:
   Commercial                                                              --                       12
Foreign:
  Banks and other financial institutions                                   --                      202
                                                                  -----------              -----------
 Total recoveries                                                          --                      214
                                                                  -----------              -----------
Net (charge-offs) recoveries                                             (102)                  (7,144)
Provision for credit losses                                               900                    9,621
                                                                  -----------              -----------
Balance at end of the period                                      $    13,592              $    12,794
                                                                  ===========              ===========
Average loans                                                     $ 1,149,401              $ 1,165,224
Total loans                                                       $ 1,109,279              $ 1,166,728
Net charge-offs to average loans                                  Less than 0.01%                 0.61%
Allowance to total loans                                                 1.23%                    1.10%
</TABLE>




                                       15
<PAGE>   17


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. Because of the decrease in foreign loans,
the allowance allocated to foreign loans was also reduced which reflects a
negative provision for credit losses attributable to foreign loans.

ALLOCATION OF ALLOWANCE FOR CREDIT LOSSES
(in thousands)
<TABLE>
<CAPTION>

                                                              As of                  As of
                                                           March 31, 1999        December 31, 1998
                                                          ------------------    ------------------
<S>                                                          <C>                   <C>
Allocation of the allowance by category of loans:
Domestic:
   Commercial                                                $   3,983             $     945
   Acceptances                                                     845                   211
   Residential                                                      28                    66
   Installment                                                       2                     3
   Overdraft                                                       160                   190
                                                             ---------             ---------
       Total domestic                                            5,018                 1,415
Foreign:
   Government and official institutions                            533                    --
   Banks and other financial institutions                        2,984                 3,033
   Commercial and industrial                                     4,506                 8,010
   Acceptances discounted                                          551                   336
                                                             ---------             ---------
      Total foreign                                              8,574                11,379
Total                                                        $  13,592             $  12,794
                                                             =========             =========
Percent of loans in each category to total loans:
Domestic:
   Commercial                                                     30.8%                 24.8%
   Acceptances                                                     6.3%                  4.9%
   Residential                                                     0.2%                  0.9%
   Installment                                                     0.0%                  0.0%
   Overdraft                                                       0.0%                  0.0%
                                                             ---------             ---------
      Total domestic                                              37.3%                 30.6%
Foreign:
   Banks and other financial institutions                         22.1%                 25.9%
   Commercial and industrial                                      32.6%                 33.9%
   Acceptances discounted                                          4.1%                  6.2%
   Government and official Institutions                            3.9%                  3.4%
                                                             ---------             ---------
      Total foreign                                               62.7%                 69.4%
Total                                                            100.0%                100.0%
                                                             =========             =========
</TABLE>




                                       16
<PAGE>   18


ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES ALLOCATED TO FOREIGN LOANS
(in thousands)
<TABLE>
<CAPTION>

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


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

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

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

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

NONPERFORMING LOANS
(in thousands)
<TABLE>
<CAPTION>

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

Foreign
   Non accrual                                                   7,834                       6,396
   Past due over 90 days and accruing                               --                         404
                                               ------------------------     -----------------------
      Total foreign nonperforming loans                          7,834                       6,800
                                               ------------------------     -----------------------
Total nonperforming loans                           $           10,221            $          9,058
                                               ========================     =======================
Total nonperforming loans to total loans                         0.92%                       0.78%
Total nonperforming assets to total assets                       0.65%                       0.53%

</TABLE>



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




                                       17
<PAGE>   19


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

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

OTHER ASSETS

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

DEPOSITS

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

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

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

MATURITIES OF AND AMOUNTS OF CERTIFICATES OF 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                 $         129,361         $         41,698         $      171,059
Over 3 through 6 months                         88,605                    1,148                 89,753
Over 6 through 12 months                       154,532                       --                154,532
Over 12 months                                  23,768                       --                 23,768
                                 ----------------------   ----------------------    -------------------
Total                                 $        396,266         $         42,846         $      439,112
                                 ======================   ======================    ===================
</TABLE>


TRUST PREFERRED SECURITIES

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



                                       18
<PAGE>   20


STOCKHOLDERS' EQUITY

The Company's stockholders' equity at March 31, 1999 was $115.7 million compared
to $109.2 million at December 31, 1998. During this period stockholders' equity
increased by $6.4 million primarily due to the retention of net income.

INTEREST RATE SENSITIVITY

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

<TABLE>
<CAPTION>
                                                INTEREST RATE SENSITIVITY REPORT
                                                     (Dollars in thousands)

                                          0 to 30      31 to 90    91 to 180    181 to 365      1 to 5      Over 5
                                           Days          Days         Days         Days         Years        Years        Total
                                       -------------------------------------------------------------------------------------------
<S>                                        <C>           <C>         <C>           <C>           <C>         <C>         <C>
Earning Assets:
Loans                                    $  165,497   $  283,083   $  196,353    $  104,476   $  303,094   $   56,776   $1,109,279

Federal funds sold                           62,488                                                                         62,488

Investment securities                        24,929       99,065        3,000           600        1,700       43,644      172,938

Interest earning deposits with
other banks                                   6,011       70,990       35,946         3,500           --                   116,447
                                         ----------   ----------   ----------    ----------   ----------   ----------   ----------
Total                                       258,925      453,138      235,299       108,576      304,794      100,420    1,461,152
                                         ----------   ----------   ----------    ----------   ----------   ----------   ----------

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

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

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

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

Funds overnight                              42,200                                                                         42,200

Trust preferred securities                                                                                     12,650       12,650
                                         ----------   ----------   ----------    ----------   ----------   ----------   ----------
Total                                    $  262,622   $  305,932   $  304,754    $  394,367   $   38,563   $   12,728   $1,318,966
                                         ==========   ==========   ==========    ==========   ==========   ==========   ==========
Interest sensitivity gap                 $   (3,697)  $  147,206   $  (69,455)   $ (285,791)  $  266,231   $   87,692   $  142,186
                                         ==========   ==========   ==========    ==========   ==========   ==========   ==========
Cumulative gap                           $   (3,697)  $  143,509   $   74,054    $ (211,737)  $   54,494   $  142,186
                                         ==========   ==========   ==========    ==========   ==========   ==========
Cumulative gap as a percentage
of total earning assets                      -0.25%         9.82%        5.07%      -14.49%         3.73%        9.73%
                                         ==========   ==========   ==========    ==========   ==========   ==========

</TABLE>


                                       19
<PAGE>   21

LIQUIDITY

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

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

The majority of the Company's deposits are short-term and closely match the
short-term nature of the Company's assets. See "Interest Rate Sensitivity
Report." At March 31, 1999 interest-earning assets maturing within six months
were $947.4 million, representing 64.8 percent of total earning assets and
earning assets maturing within one year were $1.056 billion or 72.3 percent of
total earning assets. The interest bearing liabilities maturing within six
months were $873.3 million or 66.2 percent of total interest bearing liabilities
and maturing within one year were $1.268 billion or 96.1 percent of the total at
March 31, 1999.

The short-term nature of the loan portfolio and the fact that a portion of the
loan portfolio consists of bankers' acceptances provides additional liquidity to
the Company. Liquid assets at March 31, 1999 were $312 million, 19.7 percent of
total assets, and consisted of cash and cash equivalents, due from banks-time
and U. S. government agency securities that are unpledged. At March 31, 1999 the
Company had been advised of $79 million in available interbank funding.

CAPITAL RESOURCES

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

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


                                       20
<PAGE>   22



BANCORP CAPITAL RATIOS
(Dollars in thousands)
<TABLE>
<CAPTION>

                                                         March 31, 1999                         December 31, 1998
                                                ------------------------------------    ------------------------------------
                                                     Amount             Ratio                Amount             Ratio
                                                ------------------------------------    ------------------------------------
<S>                                                <C>                        <C>          <C>                        <C>
Tier 1 risk-weighted
Capital:
   Actual                                          $      120,713             11.4%        $      118,964             10.9%
   Minimum                                                 42,429              4.0%                43,816              4.0%
Total risk-weighted
Capital:
   Actual                                                 133,076             12.6%               131,758             12.0%
   Minimum                                                 84,858              8.0%                87,633              8.0%
Leverage:
   Actual                                                 120,713              7.4%               118,964              7.3%
   Minimum                                                 49,128              3.0%                49,102              3.0%

</TABLE>

BANK CAPITAL RATIOS
(Dollars in thousands)
<TABLE>
<CAPTION>

                                                      March 31, 1999                         December 31, 1998
                                             ----------------------------------    ----------------------------------
                                                  Amount           Ratio                Amount           Ratio
                                             ----------------------------------    ----------------------------------
<S>                                            <C>                       <C>          <C>                       <C>
Tier 1 risk-weighted capital:
   Actual                                      $      116,125            11.0%        $     108,410             9.9%
   Minimum to be well capitalized                      63,532             6.0%               65,680             6.0%
   Minimum to be adequately capitalized                42,354             4.0%               43,787             4.0%
Total risk-weighted capital:
   Actual                                             128,488            12.1%              121,204            11.1%
   Minimum to be well capitalized                     105,886            10.0%              109,467            10.0%
   Minimum to be adequately capitalized                84,709             8.0%               87,574             8.0%
Leverage:
  Actual                                              116,125             7.1%              108,410             6.6%
   Minimum to be well capitalized                      81,897             5.0%               81,856             5.0%
   Minimum to be adequately capitalized                65,518             4.0%               65,485             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



                                       21
<PAGE>   23


risk as dictated by policy. In setting the tolerance levels of market risk, the
Committee considers the impact on both earnings and capital, based on potential
changes in the outlook in market rates, global and regional economies,
liquidity, business strategies and other factors.

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

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

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

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

RESULTS OF OPERATIONS

NET INTEREST INCOME

Net interest income is the difference between interest and fees earned on loans
and investments and interest paid on deposits and other sources of funds, and it
constitutes the Company's principal source of income. Net interest income
increased to $13.4 million for the three months ended March 31, 1999 from $12.1
million for the same period in 1998, an 10.7 percent increase. The increase was
due largely to an increase in average earning assets offset, to some extent, by
a decrease in net interest margin. Average earning assets increased to $1.529
billion for the three months ended March 31, 1999 from $1.204 billion for the
same period in 1998, a 27.0 percent increase. Average loans and acceptances
discounted increased to $1.149 billion for the three months ended March 31, 1999
from $1.023 billion for the same period in 1998, a 12.4 percent increase.
Average interest earning deposits with other banks increased to $108.7 million
for the three months ended March 31, 1999 from $100.6 million for the same
period in 1998, a 8.1 percent increase. The increase in loans was largely
attributable to trade finance activities within the Region. Net interest margin
decreased to 3.56 percent for the three months ended March 31, 1999 from 4.07
percent for the same period in 1998, a 51 basis point decrease. The primary
reasons for this decrease were (i) the temporary increase of lower yielding U.S.
government agency securities while assets are redeployed into the higher
yielding loan category and (ii) transactions with larger customers and
transactions with multi-national companies which command more competitive
pricing, but in turn tend to be stronger in terms of credit quality.

Interest income increased to $32.0 million for the three months ended March 31,
1999 from $26.9 million for the same period in 1998, a 19.0 percent increase,
reflecting an increase in loans in the Region, partially offset by a decrease in



                                       22
<PAGE>   24


prevailing interest rates, a tightening of loan spreads in the Region as well as
the temporary increase in liquid lower yielding U. S. government agency
securities as discussed above. Interest expense increased to $18.6 million for
the three months ended March 31, 1999 from $14.9 million for the same period in
1998, a 24.8 percent increase, reflecting the additional deposits to fund asset
growth. Average interest-bearing deposits increased to $1.367 billion for the
three months ended March 31, 1999 from $1.051 billion for the same period in
1998, a 30.1 percent increase. The growth in deposits was primarily a result of
the Company seeking additional deposits to fund asset growth.


                                       23
<PAGE>   25

<TABLE>
<CAPTION>


                                               YIELDS EARNED AND RATE PAID
---------------------------------------------------------------------------------------------------------------------------------
                                                                           FOR THE QUARTER ENDED
                                                        MARCH 31, 1999                                MARCH 31, 1998
                                             ----------------------------------------    ----------------------------------------
                                                AVERAGE        REVENUE/     YIELD/           AVERAGE        REVENUE/    YIELD/
                                                BALANCE         EXPENSE      RATE            BALANCE        EXPENSE      RATE
                                             ----------------------------------------    ----------------------------------------
<S>                                               <C>              <C>         <C>               <C>           <C>         <C>
TOTAL EARNING ASSETS

LOANS:

    Commerical loans                              $1,014,958       $22,115     8.72%             $882,519      $19,818     8.98%
    Acceptances discounted                           117,045         2,642     9.03%              116,436        2,836     9.74%
    Overdraft                                         13,667           696    20.37%               11,629          503    17.30%
    Mortgage loans                                     3,514            71     8.08%               11,925          243     8.15%
     Installment loans                                   217             5     9.22%                  232            5     8.62%
                                             ------------------------------              ------------------------------
TOTAL LOANS                                        1,149,401        25,529     8.88%            1,022,741       23,406     9.15%

Time deposits with banks                             108,748         3,241    11.92%              100,622        2,279     9.06%
Investments                                          232,758         2,756     4.74%               62,566        1,012     6.47%
Federal funds sold                                    38,486           466     4.84%               18,508          250     5.40%
                                             ------------------------------              ------------------------------
     Total investments and time
       deposits with banks                           379,992         6,463     6.80%              181,695        3,541     7.80%
Total interest earning assets                      1,529,393        31,992     8.37%            1,204,436       26,947     8.95%
                                                              -------------                               -------------
Total non interest earning assets                    129,538                                      131,509
                                             ----------------                            -----------------
TOTAL ASSETS                                      $1,658,931                                   $1,335,945
                                             ================                            =================
INTEREST BEARING LIABILITIES

DEPOSITS:

    NOW amd savings accounts                         $21,654           109     2.01%              $20,637          109     2.11%
    Money Market                                      45,849           530     4.62%               44,090          504     4.57%
    Presidential Money Market                         25,673           304     4.74%                3,305           22     2.60%
    Certificate of Deposits (including IRA)        1,160,076        15,889     5.48%              829,911       12,069     5.82%
    Time Deposits with Banks (IBF)                   109,383         1,303     4.76%              152,126        2,028     5.33%
    Other                                              3,923            33     3.36%                  475            6     5.05%
                                             ------------------------------              ------------------------------
TOTAL DEPOSITS                                     1,366,558        18,168     5.32%            1,050,545       14,737     5.61%
Trust Preferred Securities                            12,393           302     9.75%                    0            0     0.00%
Other Borrowings                                       5,498           103     7.49%                  133            3     8.06%
Federal Funds Purchased                                  111             2     7.21%                8,716          124     5.67%
                                             ------------------------------              ------------------------------
Total interest bearing liabilities                 1,384,560        18,575     5.37%            1,059,393       14,864     5.61%
                                             ------------------------------              ------------------------------
Non interest bearing liabilities
    Demand Deposits                                   75,510                                       72,710
    Other Liabilities                                 86,874                                      101,816
                                             ----------------                            -----------------
Total non interest bearing liabilities               162,384                                      174,526
Stockholders equity                                  111,987                                      102,026
                                             ----------------                            -----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY        $1,658,931                                   $1,335,945
                                             ================                            =================
NET INTEREST INCOME/NET INTEREST SPREAD                           $13,417     3.00%                           $12,083     3.34%
                                                             ============== =========                     ============= =========
MARGIN

INTEREST INCOME/INTEREST EARNING ASSETS                                        8.48%                                       9.07%

INTEREST EXPENSE/INTEREST EARNING ASSETS                                       4.93%                                       5.00%
                                                                            ---------                                   ---------
    NET INTEREST MARGIN                                                        3.56%                                       4.07%
                                                                            =========                                   =========
</TABLE>



                                       24
<PAGE>   26


PROVISION FOR CREDIT LOSSES

The Company's provision for credit losses decreased to $900 thousand for the
three months ended March 31, 1999 from $2.3 million for the same period in 1998.
Net loan charge-offs during the first three months of 1998 amounted to $102
thousand compared to $825 thousand for the same period in 1998. The allowance
for credit losses increased from $12.8 million at December 31, 1998 to $13.6
million at March 31, 1999. The ratio of the allowance for credit losses to total
loans was 1.23 percent at March 31, 1999 increasing from approximately 1.10
percent at December 31, 1998. This increase in the ratio is due primarily to the
decrease in loans during the first quarter of 1999 coupled with an increase in
the allowance.

NON-INTEREST INCOME

Non-interest income increased to $4.3 million for the three months ended March
31, 1999 from $4.0 million for the same period in 1998, a 7.5 percent increase.
Structuring and syndication fees increased by $288 thousand. This was offset by
a decrease in trade finance fees and commissions of $405 thousand. Customer
service fees increased by $38 thousand due to HARMONEY(R), the Company's
proprietary internet based cash management services, and also account analysis
fees. In addition, non-interest income included a gain on sale of loans of $188
thousand due largely to the sale of the residential mortgage portfolio discussed
in Note 3 to the consolidated financial statements.

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

NON-INTEREST INCOME
(Dollars in thousands)
<TABLE>
<CAPTION>

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


OPERATING EXPENSES

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



                                       25
<PAGE>   27


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

OPERATING EXPENSES
(Dollars in thousands)

<TABLE>
<CAPTION>

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


YEAR 2000

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

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

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

Concurrently, the Company is in the process of upgrading its computers systems
to accommodate the growth of the past two years. These new systems when
installed are Year 2000 compliant. The Company believes the total costs relating
exclusively to Year 2000 compliance will be approximately $250,000, which amount
is not material to the Company's financial position or results of operations. To
date, the Company has incurred approximately $100,000 of these estimated
expenses. Any purchased hardware or software in connection with this process
will be capitalized in accordance with normal Company policy. Personnel and all
other costs are being expensed as incurred

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



                                       26
<PAGE>   28



                                   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:  December 18, 2000                    Hamilton Bancorp, Inc.


                                            /s/ J. Carlos Bernance
                                            -----------------------------------
                                            J. Carlos Bernace,
                                            ExecutiveVice President


                                            /s/ Eva Lynn Hernandez
                                            -----------------------------------
                                            Eva Lynn Hernandez,
                                            Vice President - Finance, Controller
                                            and Chief Accounting Officer





                                       27