<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 SEPTEMBER 30, 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
 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 2 of Part I of the Registrant's Form 10Q for the quarterly period
ended September 30, 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
                                                                                        September 30,             December 31,
                                                                                   ------------------------   ---------------------
                                                                                           1999                    1998
                                                                                   ------------------------   ---------------------
<S>                                                                                    <C>                     <C>
                                        ASSETS

CASH AND DEMAND DEPOSITS WITH OTHER BANKS                                              $    19,934             $    24,213
FEDERAL FUNDS SOLD                                                                          38,921                  87,577
                                                                                       -----------             -----------
      Total cash and cash equivalents                                                       58,855                 111,790

INTEREST EARNING DEPOSITS WITH  OTHER BANKS                                                220,162                 200,203
SECURITIES AVAILABLE FOR SALE                                                               48,430                  69,725
SECURITIES HELD TO MATURITY                                                                 47,945                  35,870
LOANS-NET                                                                                1,190,983               1,150,903
DUE FROM CUSTOMERS ON BANKERS ACCEPTANCES                                                   29,454                  75,567
DUE FROM CUSTOMERS ON DEFERRED PAYMENT LETTERS OF CREDIT                                     7,079                   6,468
PROPERTY AND EQUIPMENT-NET                                                                   5,249                   4,775
ACCRUED INTEREST RECEIVABLE                                                                 17,869                  19,201
GOODWILL-NET                                                                                 1,702                   1,833
OTHER ASSETS                                                                                34,432                  16,894
                                                                                       -----------             -----------
TOTAL                                                                                  $ 1,662,160             $ 1,693,229
                                                                                       ===========             ===========

                         LIABILITIES AND STOCKHOLDERS' EQUITY

DEPOSITS                                                                               $ 1,484,270             $ 1,477,052
TRUST PREFERRED SECURITIES                                                                  12,650                  11,000
OTHER BORROWINGS                                                                                --                   6,116
BANKERS ACCEPTANCES OUTSTANDING                                                             29,454                  75,567
DEFERRED PAYMENT LETTERS OF CREDIT OUTSTANDING                                               7,079                   6,468
OTHER LIABILITIES                                                                            6,854                   7,784
                                                                                       -----------             -----------
     Total liabilities                                                                   1,540,307               1,583,987
                                                                                       -----------             -----------

STOCKHOLDERS' EQUITY:
     Common stock, $.01 par value, 75,000,000 shares authorized, 10,081,147
       shares issued and outstanding at September 30, 1999 and 10,050,062 shares
       issued and outstanding at December 31, 1998                                             101                     100
     Capital surplus                                                                        60,522                  60,117
     Retained earnings                                                                      61,276                  49,511
     Accumulated other comprehensive loss                                                      (46)                   (486)
                                                                                       -----------             -----------
     Total stockholders' equity                                                            121,853                 109,242
                                                                                       -----------             -----------
TOTAL                                                                                  $ 1,662,160             $ 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 September 30,          Nine Months Ended September 30,
                                                       ---------------------------------         -------------------------------
                                                            1999                 1998                1999                1998
                                                       ------------         ------------         -----------        ------------
<S>                                                    <C>                  <C>                  <C>                <C>
INTEREST INCOME:
  Loans, including fees                                $     27,490         $     27,828         $    78,627        $     77,640
  Deposits with other banks                                   4,527                3,146              11,522               7,684
  Investment securities                                       1,970                1,164               6,469               3,295
  Federal funds sold                                            255                  312               1,104                 844
                                                       ------------         ------------         -----------        ------------
    Total                                                    34,242               32,450              97,722              89,463
INTEREST EXPENSE:
  Deposits                                                   17,544               18,581              52,558              50,161
  Trust preferred securities                                    308                   --                 923                  --
  Federal funds purchased and other borrowing                    33                  148                 178                 431
                                                       ------------         ------------         -----------        ------------
     Total                                                   17,885               18,729              53,659              50,592
                                                       ------------         ------------         -----------        ------------
NET INTEREST INCOME                                          16,357               13,721              44,063              38,871
PROVISION FOR CREDIT LOSSES                                  15,019                3,040              17,665               7,121
                                                       ------------         ------------         -----------        ------------
NET INTEREST INCOME AFTER PROVISION FOR CREDIT
  LOSSES                                                      1,338               10,681              26,398              31,750
                                                       ------------         ------------         -----------        ------------
NON-INTEREST INCOME:
  Trade finance fees and commissions                          2,948                3,513               9,380              10,136
  Structuring and syndication fees                            1,102                  563               2,899               1,306
  Customer service fees                                         140                  132                 465                 443
  Gain (loss) on sale of assets                                 346                 (186)                560                (220)
  Other                                                         286                  242                 907                 527
                                                       ------------         ------------         -----------        ------------
     Total                                                    4,822                4,264              14,211              12,192
                                                       ------------         ------------         -----------        ------------
OPERATING EXPENSES:
  Employee compensation and benefits                          3,258                3,033               9,769               9,080
  Occupancy and equipment                                     1,118                  997               3,115               3,133
  Other                                                       2,934                2,729               9,056               6,919
                                                       ------------         ------------         -----------        ------------
     Total                                                    7,310                6,759              21,940              19,132
                                                       ------------         ------------         -----------        ------------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES              (1,150)               8,186              18,669              24,810
PROVISION (CREDIT) FOR INCOME TAXES                            (414)               2,501               6,904               8,666
                                                       ------------         ------------         -----------        ------------
NET INCOME (LOSS)                                      $       (736)        $      5,685         $    11,765        $     16,144
                                                       ============         ============         ===========        ============
NET INCOME (LOSS) PER COMMON SHARE:
     BASIC                                             $      (0.07)        $       0.57         $      1.17        $       1.62
                                                       ============         ============         ===========        ============
     DILUTED                                           $      (0.07)        $       0.54         $      1.14        $       1.56
                                                       ============         ============         ===========        ============
AVERAGE SHARES OUTSTANDING:
     BASIC                                               10,076,147           10,046,377          10,066,107           9,960,679
                                                       ============         ============         ===========        ============
     DILUTED                                             10,284,150           10,477,637          10,278,347          10,336,199
                                                       ============         ============         ===========        ============
</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              Nine Months Ended
                                                                    September 30,                   September 30,
                                                                ---------------------         ------------------------
                                                                1999            1998             1999            1998
                                                                -----         -------         --------         -------
<S>                                                             <C>           <C>             <C>              <C>
NET (LOSS) INCOME                                               $(736)        $ 5,685         $ 11,765         $16,144

OTHER COMPREHENSIVE INCOME, Net of tax:
   Unrealized appreciation (depreciation) in securities
        available for sale during period                          213            (409)             627             499
   Less:  Reclassification adjustment for write off of a
         foreign bank stock                                         0               0             (187)              0
                                                                -----         -------         --------         -------
                Total                                             213            (409)             440             499
                                                                -----         -------         --------         -------
COMPREHENSIVE INCOME (LOSS)                                     $(523)        $ 5,276         $ 12,205         $16,643
                                                                =====         =======         ========         =======
</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 31,085 shares of common
   stock from exercise of options                 31,085          1         287                                              288

Reduction of tax liability due to
   deductibility of stock options
   excercised                                                               118                                              118

Net change in unrealized loss on
  securities available for sale, net of                                                                                      440
  taxes                                                                                                  440

Net income for the nine months ended
  September 30, 1999                                                                11,765                                11,765
                                           --------------  ---------  ---------- ----------  -----------------  -----------------
Balance as of September 30, 1999              10,081,147       $101     $60,522    $61,276              ($46)           $121,853
                                           ==============  =========  ========== ==========  =================  =================


</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 Nine Months Ended September
                                                                                ------------------------------------------
                                                                                       1999                    1998
                                                                                --------------------     -----------------
<S>                                                                                 <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                     $       11,765          $    16,144
       Adjustments to reconcile net income to net cash
         provided by operating activities:
         Depreciation and amortization                                                         928                   837
         Provision for credit losses                                                        17,665                 7,121
         Deferred tax (benefit) provision                                                   (4,686)                   922
         Write off of available for sale security                                              187                   587
         Gain on sale of loans                                                                (534)                     0
         Net (gain) loss  on sale of other real estate owned                                   (26)                    34
         Proceeds from the sale of bankers acceptances                                      18,373                62,334
         Increase in accrued interest receivable and other assets                          (11,779)               (6,536)
         (Decrease) increase in other liabilities                                             (673)                 4,073
                                                                                --------------------     -----------------
         Net cash provided by operating activities                                          31,220                85,516
                                                                                --------------------     -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Increase in interest-earning deposits with other banks                                (19,959)              (68,114)
     Purchase of securities available for sale                                            (572,029)             (176,473)
     Purchase of securities held to maturity                                               (14,703)              (15,905)
     Purchase of other investment                                                                0               (15,000)
     Purchase of loan participations                                                       (55,815)               (9,826)
     Proceeds from sales and maturities of securities available for sale                   593,819               175,770
     Proceeds from paydowns of securities held to maturity                                   2,607                     0
     Proceeds from sale of loans                                                            18,186                     0
     Increase in loans-net                                                                 (37,939)             (309,211)
     Purchases of property and equipment-net                                                (1,230)                 (794)
     Proceeds from sale of other real estate owned                                              38                   122
                                                                                --------------------     -----------------
         Net cash used in investing activities                                             (87,025)             (419,431)
                                                                                --------------------     -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase  in deposits                                                                7,218               331,282
    Proceeds from trust preferred securities offering                                        1,650                     0
    (Payment of) proceeds from other borrowing                                              (6,116)                6,116
    Net proceeds from exercise of common stock options                                         118                 2,050
                                                                                --------------------     -----------------
    Net cash provided by financing activities                                                2,870               339,448
                                                                                --------------------     -----------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                       (52,935)                5,533
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                       111,790                91,434
                                                                                --------------------     -----------------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                       $      58,855           $    96,967
                                                                                ====================     =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid during the period                                                    $      54,625           $    47,537
                                                                                ====================     =================
  Income taxes paid during the period                                               $       10,845           $     7,027
                                                                                ====================     =================

</TABLE>

See accompanying notes to consolidated financial statements.



                                       5
<PAGE>   7


                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1999

NOTE 1:  BASIS OF PRESENTATION

The consolidated statements of condition for Hamilton Bancorp Inc. and
Subsidiaries (the "Company") as of September 30, 1999 and December 31, 1998, the
related consolidated statements of income, comprehensive income, stockholders'
equity and of cash flows for the nine months ended September 30, 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 nine months ended September 30, 1999, the Company sold $8.1 million
of its residential mortgage loan portfolio realizing a gain of $106 thousand.
This sale was the result of 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 $10.0 million foreign loans realizing gains of $543
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 September 30, 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 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
September 30, 1999 consolidated financial statements as a result of the exchange
in 1998:

<TABLE>
<CAPTION>


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

<S>                                                                                       <C>                     <C>
As of September 30, 1999:

Securities Held to Maturity (includes other investments)                                  $ 57,366                $ 47,945

Loans - Net                                                                              1,203,785               1,190,983

Other Assets                                                                                26,543                  34,432

Other Liabilities                                                                            6,884                   6,854

Retained Earnings                                                                           75,580                  61,276


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

RESTATEMENT

Subsequent to the filing of the Company's quarterly report on Form 10Q for the
quarter ended September 30, 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 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 three and nine months ended September 30, 1999 presented
herein have been adjusted to reflect the restatement described above.



                                       8
<PAGE>   10


      FINANCIAL CONDITION - SEPTEMBER 30, 1999 VS. DECEMBER 31, 1998.

      Total consolidated assets decreased $31.1 million, or 1.8 percent, during
      the first nine months of 1999, which included a decrease of $33.2 million
      in non-interest earning assets offset by an increase of $2.1 million in
      interest earning assets. The decrease in consolidated assets is due
      primarily to a decrease of $46.1 million in amounts due from customers on
      bankers acceptances. Loans-net increased by $40.1 million, while
      interest-earning deposits with other banks increased by $20.0 million.
      During the quarter, the Company continued to adjust its asset composition
      to take advantage of opportunities in the U. S. market with its rising
      trade deficits and the need for the countries of Latin America to export
      their way out of their recessionary environment. As a consequence, the
      Company's exposure in the U. S increased relative to 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 totaled $58.9 million at September 30, 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 increased to $220.2 million at
      September 30, 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 short-term nature of these
      deposits allows the Company the flexibility to later redeploy assets into
      a higher yielding domestic loan component.

      Investment securities decreased to $96.4 million at September 30, 1999
      from $105.6 million at December 31, 1998. The decrease has been primarily
      in government agency securities which 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.



                                       9
<PAGE>   11




LOANS

The Company's gross loan portfolio increased by $52.3 million, or 4.5 percent,
during the first nine months of 1999 in relation to the year ended December 31,
1998. Commercial-domestic loans increased by $82.6 million and domestic
acceptances discounted increased by $9.7 million, a combined increase of 26.7
percent. At September 30, 1999 approximately 36.1 percent of the Company's
portfolio consisted of loans to domestic borrowers and 63.9 percent of the
Company's portfolio consisted of loans to foreign borrowers. The Company's loan
portfolio is relatively short-term, as approximately 52.1 and 69.5 percent of
loans at September 30, 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>

                                             September 30, 1999             December 31, 1998
                                           ------------------------       -----------------------
<S>                                         <C>                            <C>
Domestic:

Commercial (1)                                $          371,599             $         289,032
Acceptances discounted                                    66,389                        56,706
Residential mortgages                                      2,165                        10,494
Installment                                                  167                           232
                                         ------------------------       -----------------------
Subtotal Domestic                                        440,320                       356,464
                                         ------------------------       -----------------------

Foreign:

Banks and other financial institutions                   299,161                       302,371
Commercial and industrial (1)                            354,388                       395,987
Acceptances discounted                                    44,379                        72,597
Government and official institutions                      80,833                        39,309
                                         ------------------------       -----------------------
Subtotal Foreign                                         778,761                       810,264
                                         ------------------------       -----------------------
Total Loans                                 $          1,219,081           $         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 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 September 30, 1999 approximately 30.5 percent in principal amount of the
Company's loans were outstanding to borrowers in four countries other than the
United States: Brazil (11.0 percent), Panama (8.5 percent), Argentina (5.8
percent) and Guatemala (5.2 percent).

LOANS BY COUNTRY
(Dollars in thousands)

<TABLE>
<CAPTION>

                                    September 30, 1999                        December 31, 1998
                           ------------------------------------    --------------------------------------
                                                 Percent of                                Percent of
Country                        Amount           Total Loans             Amount            Total Loans
                           ---------------    -----------------    -----------------    -----------------

<S>                          <C>                         <C>          <C>                          <C>
United States                $    440,320                36.1%        $     356,464                30.6%
Argentina                          71,012                 5.8%               36,276                 3.1%
Bolivia (1)                            --                   --               20,816                 1.8%
Brazil                            134,148                11.0%               54,862                 4.7%
British West Indies (1)            22,208                 1.8%                   --                  --
Colombia                           38,350                 3.1%               41,911                 3.6%
Dominican Republic                 28,043                 2.3%               29,563                 2.5%
Ecuador                            42,087                 3.5%               46,917                 4.0%
El Salvador                        30,246                 2.5%               37,196                 3.2%
Guatemala                          63,095                 5.2%              119,227                10.2%
Honduras                           40,348                 3.3%               59,564                 5.1%
Jamaica                            42,943                 3.5%               29,066                 2.5%
Mexico                             18,028                 1.5%               22,983                 2.0%
Panama                            103,364                 8.5%              118,680                10.2%
Peru                               47,413                 3.9%               49,382                 4.2%
Suriname (1)                           --                  --                21,868                 1.9%
Venezuela (1)                          --                  --                19,756                 1.7%
Other (2)                          97,476                 8.0%              102,197                 8.8%
                           ---------------    -----------------    -----------------    -----------------
Total                        $  1,219,081               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.

At September 30, 1999 approximately 33.4 percent in cross-border outstandings
were outstanding to borrowers in five countries other than the United States:
Brazil (11.3 percent), Argentina (7.0 percent), Panama (6.1 percent), Ecuador
(4.6 percent), and Guatemala (4.4 percent).



                                       11
<PAGE>   13


TOTAL CROSS-BORDER OUTSTANDINGS BY COUNTRY
(Dollars in millions)

<TABLE>
<CAPTION>

                           September 30, 1999              December 31, 1998
                        ---------------------------    ----------------------------
                                       % of Total                      % of Total
                          Amount         Assets           Amount         Assets
                        ------------   ------------    -------------   ------------
<S>                        <C>                <C>           <C>               <C>
Argentina                  $    117           7.0%          $    57           3.4%
Bahamas (1)                      37           2.2%               --           0.0%
Bolivia                          13           0.8%               26           1.5%
Brazil                          187          11.3%               94           5.6%
British West Indies              15           0.9%               36           2.1%
Colombia                         45           2.7%               49           2.9%
Costa Rica (1)                   --           0.0%               16           0.9%
Dominican Republic               48           2.9%               48           2.8%
Ecuador                          77           4.6%              100           5.9%
El Salvador                      34           2.0%               52           3.1%
Guatemala                        73           4.4%              131           7.7%
Honduras                         46           2.8%               69           4.1%
Jamaica                          49           2.9%               40           2.4%
Mexico                           18           1.1%               23           1.4%
Nicaragua (1)                    --           0.0%               15           0.9%
Panama                          101           6.1%              118           7.0%
Peru                             58           3.5%               56           3.3%
Suriname                         28           1.7%               27           1.6%
United Kingdom (1)               15           0.9%               --           0.0%
Venezuela                        19           1.1%               19           1.1%
Other (2)                        50           3.0%               76           4.5%
                        ------------   ------------    -------------   ------------
Total                      $  1,030          62.0%        $   1,052          62.1%
                        ============   ============    =============   ============
</TABLE>


(1)  These countries had outstandings in periods presented which did not exceed
     0.75 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 33.8 percent to $381.9 million for the nine months ended September
30, 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)                              Nine Months Ended September 30,                        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)        $  176,363    $  19,596     $  306,390   $  34,043       $    397,683   $     33,140
Import Letters of Credit (1)           205,554       22,839        270,761      30,085            349,099         29,092
                                  -------------------------- --------------------------    ------------------------------
Total                               $  381,917    $  42,435    $   577,151   $  64,128       $    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
increased by 7.5 percent from December 31, 1998 to September 30, 1999.
Individual fluctuations reflect relative changes in the flow of trade or
instruments used in financing such trade.

CONTINGENT LIABILITIES (1)

(in thousands)               September 30, 1999            December 31, 1998
                            --------------------      -----------------------
Argentina (2)                   $            --             $          1,680
Aruba (2)                                 3,525                           --
Bolivia (2)                                  --                        3,890
Brazil (2)                                3,343                           --
Costa Rica                                8,856                        2,846
Dominican Republic                       13,466                        7,015
Ecuador (2)                                  --                        3,703
El Salvador                               5,021                        1,995
Guatemala                                 8,814                       26,132
Guyana                                    3,954                        2,374
Haiti                                     4,793                        2,088
Honduras                                  2,963                        2,427
Nicaragua (2)                             2,097                            -
Panama                                    4,856                       14,538
Paraguay (2)                                 --                        1,961
Suriname                                  6,504                       11,690
Switzerland (2)                              --                        1,588
United States                            61,640                       39,415
Venezuela (2)                             2,593                            -
Other (3)                                 5,928                        5,374
                            --------------------      -----------------------
Total                         $         138,353            $         128,716
                            ====================      =======================


(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 each of 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 September 30, 1999
the allowance for credit losses was approximately $25.1 million. The increase in
the allowance is related to recent economic and political events in Ecuador as
well as conditions in Latin America.

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>


                                                             Nine Months Ended              Year Ended
                                                            September 30, 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                                                             (1,325)                     (3,357)
   Acceptances                                                                 --                       (100)
   Installment                                                                (5)                          --
                                                          ------------------------   -------------------------
 Total Domestic                                                           (1,330)                     (3,457)
                                                          ------------------------   -------------------------
Foreign:
   Banks and other financial institutions                                   (656)                     (3,901)
   Commerical and industrial                                              (3,337)                           -
                                                          ------------------------   -------------------------
 Total Foreign                                                            (3,993)                     (3,901)
                                                          ------------------------   -------------------------
Total charge-offs                                                         (5,323)                     (7,358)
                                                          ------------------------   -------------------------
Recoveries:
Domestic:
   Commercial                                                                   1                          12
Foreign:
  Banks and other financial institutions                                       --                         202
                                                          ------------------------   -------------------------
 Total recoveries                                                               1                         214
                                                          ------------------------   -------------------------
Net (charge-offs) recoveries                                              (5,322)                     (7,144)
Provision for credit losses                                                17,665                       9,621
                                                          ------------------------   -------------------------
Balance at end of the period                                     $         25,137            $         12,794
                                                          ========================   =========================
Average loans                                                   $       1,160,159          $        1,165,224
Total loans                                                     $       1,219,081          $        1,166,728
Net charge-offs to average loans                                            0.45%                       0.61%
Allowance to total loans                                                    2.06%                       1.10%

</TABLE>


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


                                       15
<PAGE>   17


ALLOCATION OF ALLOWANCE FOR CREDIT LOSSES
(in thousands)

<TABLE>
<CAPTION>

                                                                   As of                       As of
                                                            September 30, 1999           December 31, 1998
                                                          ------------------------     -----------------------
<S>                                                                <C>                          <C>
Allocation of the allowance by category of loans:
Domestic:
   Commercial                                                      $        4,338               $         945
   Acceptances                                                                430                         211
   Residential                                                                 14                          66
   Installment                                                                  3                           3
   Overdraft                                                                   85                         190
                                                          ------------------------     -----------------------
       Total domestic                                                       4,870                       1,415
Foreign:
   Government and official institutions                                     1,285                          --
   Banks and other financial institutions                                   4,432                       3,033
   Commercial and industrial                                               14,099                       8,010
   Acceptances discounted                                                     451                         336
                                                          ------------------------     -----------------------
      Total foreign                                                        20,267                      11,379
Total                                                             $        25,137              $       12,794
                                                          ========================     =======================
Percent of loans in each category to total loans:
Domestic:
   Commercial                                                               30.5%                       24.8%
   Acceptances                                                               5.5%                        4.9%
   Residential                                                               0.2%                        0.9%
   Installment                                                               0.0%                        0.0%
   Overdraft                                                                 0.0%                        0.0%
                                                          ------------------------     -----------------------
      Total domestic                                                        36.2%                       30.6%
Foreign:
   Banks and other financial institutions                                   24.5%                       25.9%
   Commercial and industrial                                                29.1%                       33.9%
   Acceptances discounted                                                    3.6%                        6.2%
   Government and official institutions                                      6.6%                        3.4%
                                                          ------------------------     -----------------------
      Total foreign                                                         63.8%                       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>

                                      September 30, 1999            December 31, 1998
                                   ------------------------      -----------------------
<S>                                     <C>                           <C>
Balance, beginning of period            $           11,379            $           7,890
Provision for credit losses
                                                    12,881                        7,188
Net charge-offs                                    (3,993)                      (3,699)
                                   ------------------------      -----------------------
Balance, end of period                  $           20,267           $           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>

                                                  September 30, 1999           December 31, 1998
                                               ------------------------     -----------------------
<S>                                                  <C>                         <C>
Domestic:
   Non accrual                                       $           2,578           $           2,189
   Past due over 90 days and accruing                                5                          69
                                               ------------------------     -----------------------
      Total domestic nonperforming loans                         2,583                       2,258
                                               ------------------------     -----------------------

Foreign
   Non accrual                                                  10,319                       6,396
   Past due over 90 days and accruing                               --                         404
                                               ------------------------     -----------------------
      Total foreign nonperforming loans                         10,319                       6,800
                                               ------------------------     -----------------------
Total nonperforming loans                            $          12,902            $          9,058
                                               ========================     =======================
Total nonperforming loans to total loans                         1.06%                       0.78%
Total nonperforming assets to total assets                       0.78%                       0.53%

</TABLE>

At September 30, 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 $29.5 million and $7.1 million, respectively, at September 30, 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".

DEPOSITS

The primary sources of the Company's domestic time deposits are its nine 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 $1,484.3 million at September 30, 1999 compared to $1,477.1
million at December 31, 1998. The increase in deposits during the nine month
period was largely in savings and transaction deposit accounts which increased
by $34.8 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 September 30, 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                 $         191,710         $         27,022         $      218,732
Over 3 through 6 months                         60,752                      932                 61,684
Over 6 through 12 months                       126,565                    5,589                132,154
Over 12 months                                  63,661                       --                 63,661
                                 ----------------------   ----------------------    -------------------
Total                                 $        442,688         $         33,543         $      476,231
                                 ======================   ======================    ===================

</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.

STOCKHOLDERS' EQUITY

The Company's stockholders' equity at September 30, 1999 was $121.9 million
compared to $109.2 million at December 31, 1998. During this period
stockholders' equity increased by $12.6 million primarily due to the retention
of net income.



                                       18
<PAGE>   20



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 September 30, 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                                       $ 183,405   $ 244,792   $ 207,022     $212,478   $ 294,950    $ 76,434   $1,219,081

   Federal funds sold                             38,921                                                                    38,921

   Investment securities                             998      35,305       2,946        1,200       3,100      50,790       94,339

   Interest earning deposits with
     other banks                                  63,459      36,351      48,550       71,802          --                  220,162
                                               ------------------------------------------------------------------------------------
Total                                            286,783     316,448     258,518      285,480     298,050     127,224    1,572,503
                                               ------------------------------------------------------------------------------------

Funding Sources:
   Savings and transaction deposits               96,609      28,719                                                       125,328

   Certificates of deposits of $100  thousand
     or more                                      38,949     152,761      60,752      126,565      63,661          --      442,688

   Certificates of deposits under $100 thousand   81,936     187,416     181,728      256,244      57,321          78      764,723

   Other time deposits                            20,322       6,700         932        5,589                               33,543

   Funds overnight                                 4,550                                                                     4,550

   Trust preferred securities                                                                                  12,650       12,650
                                               ------------------------------------------------------------------------------------
Total                                           $242,366   $ 375,596    $243,412    $ 388,398    $120,982    $ 12,728   $1,383,482
                                               ====================================================================================
Interest sensitivity gap                        $ 44,417  $ (59,148)    $ 15,106  $ (102,918)    $177,068   $ 114,496   $  189,021
                                               ====================================================================================
Cumulative gap                                  $ 44,417  $ (14,731)     $   375   $(102,543)    $ 74,525   $ 189,021
                                               =======================================================================
Cumulative gap as a percentage
   of total earning assets                         2.82%      -0.94%       0.02%       -6.52%       4.74%      12.02%
                                               =======================================================================

</TABLE>


                                       19
<PAGE>   21


LIQUIDITY

Cash and cash equivalents decreased by $52.9 million from December 31, 1998.
During the first nine months of 1999, net cash provided by operating activities
was $31.2 million, net cash used in investing activities was $87.0 which was
offset by net cash provided by financing activities of $2.8 million. For further
information on cash flows, see the Consolidated Statement of Cash Flows.

The Company's principal sources of liquidity and funding are its diverse deposit
base and the sales of bankers' acceptances as well as loan participations. The
level and maturity of deposits necessary to support the Company's lending and
investment activities is determined through monitoring loan demand and through
its asset/liability management process. Considerations in managing the Company's
liquidity position include, but 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 September 30, 1999 interest-earning assets maturing within six
months were $861.7 million, representing 54.8 percent of total earning assets
and earning assets maturing within one year were $1.147 billion or 73.0 percent
of total earning assets. The interest bearing liabilities maturing within six
months were $861.4 million or 62.2 percent of total interest bearing liabilities
and maturing within one year were $1.250 billion or 90.3 percent of the total at
September 30, 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 September 30, 1999 were $305 million, 18.3 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 September 30, 1999
the Company had been advised of $57 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.

The Company is in discussions with its banking regulatory agency regarding the
proper application of the mandatory regulatory accounting reserve rules under
the requirements of the Interagency Country Exposure Review Committee of the
U.S. bank regulatory agencies. If such mandatory regulatory accounting reserves
are applicable, the Company's capital ratios for regulatory purposes may be
reduced, but are expected to remain within the current classification of "well
capitalized," the highest classification category.



                                       20
<PAGE>   22



BANCORP CAPITAL RATIOS
(Dollars in thousands)

<TABLE>
<CAPTION>

                                                      September 30, 1999                          December 31, 1998
                                                ------------------------------------    ------------------------------------
                                                     Amount             Ratio                Amount             Ratio
                                                ------------------------------------    ------------------------------------
<S>                                                 <C>                       <C>           <C>                       <C>
Tier 1 risk-weighted
Capital:

   Actual                                           $     110,378             10.2%         $     118,964             10.9%
   Minimum                                                 43,416              4.0%                43,816              4.0%

Total risk-weighted
Capital:

   Actual                                                 124,460             11.5%               131,758             12.0%
   Minimum                                                 86,832              8.0%                87,633              8.0%

Leverage:
   Actual                                                 110,378              7.0%               118,964              7.3%
   Minimum                                                 47,578              3.0%                49,102              3.0%
</TABLE>



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

                                                  September 30, 1999                       December 31, 1998
                                             ----------------------------------    ----------------------------------
                                                  Amount           Ratio                Amount           Ratio
                                             ----------------------------------    ----------------------------------
<S>                                                <C>                    <C>            <C>                   <C>
Tier 1 risk-weighted capital:
   Actual                                          $  103,600             9.6%           $  108,410            11.1%
   Minimum to be well capitalized                      64,950             6.0%               65,680             6.0%
   Minimum to be adequately capitalized                43,300             4.0%               43,787             4.0%

Total risk-weighted capital:
   Actual                                             117,644            10.9%              121,204            11.1%
   Minimum to be well capitalized                     108,251            10.0%              109,467            10.0%
   Minimum to be adequately capitalized                86,600             8.0%               87,574             8.0%

Leverage:
  Actual                                              103,600             6.6%              108,410             6.6%
   Minimum to be well capitalized                      79,056             5.0%               81,856             5.0%
   Minimum to be adequately capitalized                63,245             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.



                                       21
<PAGE>   23


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

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

Interest Rate Sensitivity Report as of September 30, 1999 shows that interest
bearing liabilities maturing or repricing within one year exceed interest
earning assets by $101.6 million. The Company monitors that the assets and
liabilities are closely matched to minimize interest rate risk. On September 30,
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 .7 percent of net income.

Substantially all of the Company's assets and liabilities are denominated in
dollars; therefore the Company has no material foreign exchange risk. In
addition, the Company has no trading account securities; therefore it is not
exposed to market risk resulting from trading activities.

On a daily basis the Bank's Chief Financial Officer and the Bank's Treasurer are
responsible for measuring and managing market risk.

RESULTS OF OPERATIONS-NINE MONTHS

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 $44.0 million for the nine months ended September 30, 1999 from
$38.9 million for the same period in 1998, a 13.1 percent increase. The increase
was due largely to an increase in average earning assets coupled with a slight
increase in the net interest margin. Average earning assets increased to $1.500
billion for the nine months ended September 30, 1999 from $1.337 billion for the
same period in 1998, a 12.2 percent increase. Average loans and acceptances
discounted increased to $1.160 billion for the nine months ended September 30,
1999 from $1.136 billion for the same period in 1998, a 2.1 percent increase.
The increase in loans was largely attributable to an increase in the U.S.
component of the loan portfolio. Average interest earning deposits with other
banks increased to $171.9 million for the nine months ended September 30, 1999
from $113.9 million for the same period in 1998, a 50.9 percent increase. Net
interest margin increased to 3.93 percent for the nine months ended September
30, 1999 from 3.89 percent for the same period in 1998, a 4 basis point
increase.

Interest income increased to $97.7 million for the nine months ended September
30, 1999 from $89.5 million for the same period in 1998, a 9.2 percent increase,
reflecting an increase in time deposits with banks as well as loans. This
increase was partially offset by a decrease in prevailing interest rates.
Interest expense increased to $53.7 million for the nine months ended September
30, 1999 from $50.6 million for the same period in 1998, a 6.1 percent increase,
reflecting the additional deposits to fund asset growth and offset by a decrease
in cost of funds. Average interest-bearing deposits increased to $1.331 billion
for the nine months ended September 30, 1999 from $1.177 billion for the same
period in 1998, a 13.1 percent increase.



                                       22
<PAGE>   24


<TABLE>
<CAPTION>

                                              YIELDS EARNED AND RATE PAID
----------------------------------------------------------------------------------------------------------------------------------
                                                                       FOR THE NINE MONTHS ENDED
                                                  SEPTEMBER 30, 1999                               SEPTEMBER 30, 1998
                                           ------------------------------------------    -----------------------------------------
                                              AVERAGE       REVENUE/        YIELD/           AVERAGE      REVENUE/       YIELD/
                                              BALANCE       EXPENSE          RATE            BALANCE       EXPENSE        RATE
                                           ------------------------------------------    -----------------------------------------
<S>                                            <C>             <C>             <C>              <C>          <C>            <C>
TOTAL EARNING ASSETS

LOANS:

    Commercial loans                           $1,038,115      $69,689         8.85%            $983,953     $66,402        8.90%
    Acceptances discounted                        110,611        7,417         8.84%             127,602       8,951        9.25%
    Overdraft                                       8,022        1,347        22.14%              12,057       1,547       16.93%
    Mortgage loans                                  3,194          160         6.61%              11,708         720        8.10%
    Installment loans                                 217           14         8.51%                 282          20        9.13%
                                           ----------------------------                  ----------------------------
TOTAL LOANS                                     1,160,159       78,627         8.94%           1,135,602      77,640        9.02%

Time deposits with banks                          171,931       11,522         8.84%             113,929       7,684        8.89%
Investments                                       138,699        6,469         6.15%              66,861       3,295        6.50%
Federal funds sold                                 29,659        1,104         4.91%              20,172         844        5.52%
                                           ----------------------------                  ----------------------------
     Total investments and time deposits
       with banks                                 340,289       19,095         7.40%             200,962      11,823        7.76%
                                                          -------------                                  ------------
Total interest earning assets                   1,500,448       97,722         8.59%           1,336,564      89,463        8.83%
                                                          -------------                                  ------------
Total non interest earning assets                 104,485                                        119,058
                                           ---------------                               ----------------
TOTAL ASSETS                                   $1,604,933                                     $1,455,622
                                           ===============                               ================
INTEREST BEARING LIABILITIES

DEPOSITS:

    NOW amd savings accounts                      $23,398          425         2.40%             $20,241         318        2.07%
    Money Market                                   44,081        1,558         4.66%              46,119       1,626        4.65%
    Presidential Money Market                      38,797        1,391         4.73%               2,440          52        2.83%
    Certificate of Deposits (including IRA)     1,126,761       45,750         5.35%             967,504      42,323        5.77%
    Time Deposits with Banks (IBF)                 91,736        3,200         4.60%             140,134       5,800        5.46%
    Other                                           6,393          234         4.83%               1,180          41        4.58%
                                           ----------------------------                  ----------------------------
TOTAL DEPOSITS                                  1,331,166       52,558         5.21%           1,177,618      50,160        5.62%
Trust Preferred Securities                         12,565          923         9.69%                   0           0        0.00%
Other Borrowings                                    1,813          104         7.56%               4,116         234        7.49%
Federal Funds Purchased                             1,876           74         5.20%               4,577         197        5.69%
                                           ----------------------------                  ----------------------------
Total interest bearing liabilities              1,347,420       53,659         5.25%           1,186,311      50,592        5.62%
                                           ----------------------------                  ----------------------------
Non interest bearing liabilities
    Demand Deposits                                75,097                                         69,545
    Other Liabilities                              63,573                                         91,284
                                           ---------------                               ----------------
Total non interest bearing liabilities            138,670                                        160,829
Stockholders equity                               118,843                                        108,482
                                           ---------------                               ----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY     $1,604,933                                     $1,455,622
                                           ===============                               ================
NET INTEREST INCOME/NET INTEREST SPREAD                       $44,063         3.34%                         $38,872        3.20%
                                                          =============    ==========                    ============    =========
MARGIN:
INTEREST INCOME/INTEREST EARNING ASSETS                                        8.71%                                        8.95%

INTEREST EXPENSE/INTEREST EARNING ASSETS                                       4.78%                                        5.06%
                                                                           ----------                                    ---------
    NET INTEREST MARGIN                                                        3.93%                                        3.89%
                                                                           ==========                                    =========
</TABLE>



                                       23
<PAGE>   25


PROVISION FOR CREDIT LOSSES

The Company's provision for credit losses increased to $17.7 million for the
nine months ended September 30, 1999 from $7.1 million for the same period in
1998. Management decided to increase the provision for loan losses reflecting
recent economic and political events in Ecuador coupled with conditions in Latin
America. Net loan charge-offs during the first nine months of 1999 amounted to
$5.3 million compared to $7.1 million for the same period in 1998. The allowance
for credit losses increased from $12.8 million at December 31, 1998 to $25.1
million at September 30, 1999. The ratio of the allowance for credit losses to
total loans was 2.06 percent at September 30, 1999 increasing from approximately
1.10 percent at December 31, 1998.

NON-INTEREST INCOME

Non-interest income increased to $14.2 million for the nine months ended
September 30, 1999 from $12.2 million for the same period in 1998, a 16.4
percent increase. Structuring and syndication fees increased by $1.6 million as
a result of several transactions completed during the period. This was offset by
a decrease in trade finance fees and commissions of $756 thousand. The increase
in other non-interest income is due to an increase in account analysis fees,
Harmoney(R); a proprietary internet based remote banking system; and other fees.
In addition, non-interest income included gains on sales of loans of $543
thousand, which is 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 Nine Months Ended September 30,
                                        -----------------------------------------------
                                                         1998 to 1999
                                            1999        Percent Change        1998
                                        -------------   ----------------  -------------
<S>                                         <C>                    <C>       <C>
Trade finance fees and commissions          $  9,380              -7.5%      $  10,136
Structuring and syndication fees               2,899             122.0%          1,306
Customer service fees                            465               5.0%            443
Gain (loss) on sale of assets                    560            -354.5%          (220)
Other                                            907              72.1%           527
                                        -------------   ----------------  -------------
Total non-interest income                 $   14,211              16.6%      $  12,192
                                        =============   ================  =============
</TABLE>


OPERATING EXPENSES

Operating expenses increased to $21.9 million for the nine months ended
September 30, 1999 from $19.1 million for the same period in 1998, a 14.7
percent increase. The majority of this increase was in other expenses which
increased to $9.1million for the nine months ended September 30, 1999 from $6.9
million for the same period in 1998. This increase was largely due to increased
legal expenses which was the result of an increase in the number of litigation
cases in the ordinary course of business during the period. In addition, during
1999 the Company purchased political risk insurance which increased the
operating expenses. The Company's efficiency ratio increased slightly to 37.7
percent for the nine month period ended September 30, 1999 from 37.5 percent for
the same period in 1998.



                                       24
<PAGE>   26


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

OPERATING EXPENSES
(Dollars in thousands)

<TABLE>
<CAPTION>

                                                      For the Nine Months Ended September 30,
                                                   ---------------------------------------------
                                                                  1998 to 1999
                                                      1999       Percent Change         1998
                                                   -----------  -----------------    -----------
<S>                                                   <C>                   <C>          <C>
Employee compensation and benefits                    $ 9,769               7.6%         $9,080
Occupancy and equipment                                 3,115              -0.6%          3,133
Other operating expenses                                9,056              30.9%          6,919
                                                   -----------  -----------------    -----------
Total operating expenses                              $21,940              14.7%       $ 19,132
                                                   ===========  =================    ===========

</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 believes that the process of modifying all mission critical
applications of the Company has been completed in accordance with guidelines
dictated by FFIEC (Federal Financial Institutions Examination Council). The
non-critical systems will continue to be reviewed and tested and management will
determine if changes or replacement is deemed necessary.

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 believes that those identified as critical
have demonstrated to be Year 2000 compliant or were replaced by parties or
systems that are Year 2000 compliant. Those identified as non-critical will
continue to be reviewed and tested and management will determine if changes or
replacement is deemed necessary.

The Company provided compliance certification questionnaires to each of its
customers in order to determine their ability to be Year 2000 compliant. The
Company amended its Credit Policy Manual which 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 did not respond to the questionnaire or if its response did 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
did not renew its current relationship with that customer.

Concurrently, the Company is in the process of upgrading its computers systems
to accommodate the growth of the past two years. These new systems being
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 $150,000 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

There can be no assurance that all of the parties mentioned above will become
Year 2000 compliant on a timely basis. 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.


                                       25
<PAGE>   27

RESULTS OF OPERATIONS-THIRD QUARTER

NET INTEREST INCOME

Net interest income is the difference between interest and fees earned on loans
and investments and interest paid on deposits and other sources of funds, and it
constitutes the Company's principal source of income. Net interest income
increased to $16.3 million for the quarter ended September 30, 1999 from $13.7
million for the same period in 1998, a 19.0 percent increase. The increase was
due largely to an increase in average earning assets and an increase in net
interest margin. Average earning assets increased to $1.511 billion for the
quarter ended September 30, 1999 from $1.455 billion for the same period in
1998, a 3.9 percent increase. Average loans and acceptances discounted decreased
to $1.176 billion for the quarter ended September 30, 1999 from $1.222 billion
for the same period in 1998. The increase in average interest earning assets for
the quarter was primarily in time deposits with other banks which increased by
40.4 percent to $197.8 million and investments which increased by 67.6 percent
to $117.3 million for the quarter. Net interest margin increased significantly
to 4.29 percent for the quarter ended September 30, 1999 from 3.74 percent for
the same period in 1998. The primary reason for the increase is the 48 basis
point decrease in the cost of interest bearing deposits. The overall cost of
funds decreased to 5.20 percent for the quarter ended September 30, 1999 from
5.65 percent for the same period in 1998.

Interest income increased to $34.2 million for the quarter ended September 30,
1999 from $32.5 million for the same period in 1998, a 5.2 percent increase,
reflecting an increase in time deposits with banks as well as loans in the U. S.
Interest expense decreased to $17.9 million for the quarter ended September 30,
1999 from $18.7 million for the same period in 1998, a 4.3 percent decrease.
Average interest-bearing deposits increased to $1.331 billion for the quarter
ended September 30, 1999 from $1.290 billion for the same period in 1998, a 3.2
percent increase; primarily in Presidential Money Market accounts and
Certificates of Deposits.



                                       26
<PAGE>   28

<TABLE>
<CAPTION>

                                               YIELDS EARNED AND RATE PAID
-----------------------------------------------------------------------------------------------------------------------------------
                                                                         FOR THE QUARTER ENDED
                                                      SEPTEMBER 30, 1999                          SEPTEMBER 30, 1998
                                          ----------------------------------------    ---------------------------------------------
                                             AVERAGE        REVENUE/     YIELD/           AVERAGE        REVENUE/         YIELD/
                                             BALANCE         EXPENSE      RATE            BALANCE        EXPENSE           RATE
                                          ----------------------------------------    ---------------------------------------------
<S>                                            <C>              <C>         <C>             <C>             <C>              <C>
TOTAL EARNING ASSETS

LOANS:

    Commercial loans                           $1,062,951       $24,694     9.09%           $1,063,958      $23,902          8.79%
    Acceptances discounted                        105,365         2,386     8.86%              132,374        3,131          9.26%
    Overdraft                                       5,564           362    25.46%               13,535          553         15.99%
    Mortgage loans                                  2,178            44     7.91%               11,550          235          7.93%
    Installment loans                                 218             4     7.18%                  299            7          9.09%
                                          ------------------------------              ------------------------------
TOTAL LOANS                                     1,176,276        27,490     9.14%            1,221,716       27,828          8.91%

Time deposits with banks                          197,848         4,562     9.02%              140,890        3,146          8.74%
Investments                                       117,281         1,928     6.43%               70,006        1,164          6.51%
Federal funds sold                                 19,615           255     5.09%               21,970          312          5.56%
                                          ------------------------------              ------------------------------
     Total investments and time deposits
       with banks                                 334,744         6,745     7.88%              232,866        4,622          7.77%
                                                          --------------                               -------------
Total interest earning assets                   1,511,020        34,235     8.87%            1,454,582       32,450          8.73%
                                                          --------------                               -------------
Total non interest earning assets                  89,200                                      110,891
                                          ----------------                            -----------------
TOTAL ASSETS                                   $1,600,220                                   $1,565,473
                                          ================                            =================
INTEREST BEARING LIABILITIES

DEPOSITS:

    NOW amd savings accounts                      $24,661           154     2.44%              $20,262          106          2.05%
    Money Market                                   42,743           529     4.84%               48,232          611          4.95%
    Presidential Money Market                      49,969           602     4.72%                1,793           14          3.07%
    Certificate of Deposits (including IRA)     1,134,810        15,306     5.28%            1,100,236       16,099          5.73%
    Time Deposits with Banks (IBF)                 76,536           914     4.67%              117,603        1,730          5.76%
    Other                                           2,773            39     5.50%                1,461           21          5.65%
                                          ------------------------------              ------------------------------
TOTAL DEPOSITS                                  1,331,492        17,544     5.16%            1,289,587       18,581          5.64%
Trust Preferred Securities                         12,650           313     9.68%                    0            0          0.00%
Other Borrowings                                        0             0     0.00%                6,116          117          7.48%
Federal Funds Purchased                             2,391            33     5.40%                2,098           31          5.80%
                                          ------------------------------              ------------------------------
Total interest bearing liabilities              1,346,533        17,890     5.20%            1,297,801       18,729          5.65%
                                          ------------------------------              ------------------------------
Non interest bearing liabilities
    Demand Deposits                                77,370                                       69,775
    Other Liabilities                              50,650                                       83,285
                                          ----------------                            -----------------
Total non interest bearing liabilities            128,020                                      153,060
Stockholders equity                               125,667                                      114,612
                                          ----------------                            -----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY     $1,600,220                                   $1,565,473
                                          ================                            =================
NET INTEREST INCOME/NET INTEREST SPREAD                         $16,345     3.67%                           $13,721          3.08%
                                                          ============== =========                     =============    ===========
MARGIN:

INTEREST INCOME/INTEREST EARNING ASSETS                                     8.99%                                            8.85%

INTEREST EXPENSE/INTEREST EARNING ASSETS                                    4.70%                                            5.11%
                                                                         ---------                                      -----------
    NET INTEREST MARGIN                                                     4.29%                                            3.74%
                                                                         =========                                      ===========

</TABLE>



                                       27
<PAGE>   29


PROVISION FOR CREDIT LOSSES

The Company's provision for credit losses increased to $15.0 million for the
quarter ended September 30, 1999 from $3.0 million in the same period in 1998.
Management decided to increase the provision for credit losses in light of
recent events in Ecuador and Latin America as discussed previously. Net loan
charge-offs during the third quarter of 1999 amounted to $2.6 million compared
to $6.3 million for the same period in 1998. The allowance for credit losses
increased from $12.8 million at December 31, 1998 to $25.1 million at September
30, 1999. The ratio of the allowance for credit losses to total loans was 2.06
percent at September 30, 1999 increasing from approximately 1.10 percent at
December 31, 1998.

NON-INTEREST INCOME

Non-interest income increased to $4.8 million for the quarter ended September
30, 1999 from $4.3 million for the same period in 1998, an 11.6 percent
increase. During the quarter the Company sold a $7.0 million foreign government
loan and realized a gain on sale of $346 thousand. Structuring and syndication
fees increased by $539 thousand while trade finance fees decreased by $565
thousand.

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 September 30,
                                          ------------------------------------------------
                                                           1998 to 1999
                                              1999        Percent Change        1998
                                          --------------  ----------------  --------------
<S>                                            <C>                  <C>          <C>
Trade finance fees and commissions             $  2,948            -16.1%        $  3,513
Structuring and syndication fees                  1,102             95.7%             563
Customer service fees                               140              6.1%             132
Gain on sale of assets                              346            100.0%              --
Other                                               286            410.7%              56
                                          --------------  ----------------  --------------
Total non-interest income                      $  4,822             13.1%        $  4,264
                                          ==============  ================  ==============
</TABLE>

OPERATING EXPENSES

Operating expenses increased to $7.3 million for the quarter ended September 30,
1999 from $6.8 million for the same period in 1998, a 8.2 percent increase. The
majority of this increase was due to the opening of the Weston branch on July 6,
1999 as well as additional expenses relating to computer systems upgrades. The
Company's efficiency ratio improved to 34.5 percent for the three month period
ended September 30, 1999 from 37.6 percent for the same period in 1998.



                                       28
<PAGE>   30


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 September 30,
                                                  -------------------------------------------------
                                                                 1998 to 1999
                                                     1999       Percent Change           1998
                                                  -----------  -----------------    ---------------
<S>                                                  <C>                   <C>           <C>
Employee compensation and benefits                   $ 3,258               7.4%          $   3,033
Occupancy and equipment                                1,118              12.1%                997
Other operating expenses                               2,934               7.5%              2,729
                                                  -----------  -----------------    ---------------
Total operating expenses                             $ 7,310               8.2%          $   6,759
                                                  ===========  =================    ===============

</TABLE>



                                       29
<PAGE>   31




                                   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 Bernace
                                          ------------------------------------
                                          J. Carlos Bernace,
                                          Executive Vice President


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





                                       30