<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, 2000

                                       OR

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

                  For the transition period from          to

                         Commission file number: 0-20960

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

                  Florida                                      65-0149935
      (State or Other Jurisdiction 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 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 [ ]

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

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

                                 Yes [ ] No [ ]



<PAGE>   2

Item 1 and Item 2 of Part I of the Registrant's Form 10-Q for the quarterly
period ended September 30, 2000 are hereby amended to read as follows:

ITEM 1

                          PART I. FINANCIAL INFORMATION

                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CONDITION
                           (In thousands) (Unaudited)

<TABLE>
<CAPTION>

                                                                                     As Restated,     As Restated,
                                                                                     see  Note 4      see Note 4
                                                                                     September 30,    December 31,
                                                                                         2000            1999
                                                                                     ------------     ------------
<S>                                                                                   <C>             <C>
                                                ASSETS

CASH AND DEMAND DEPOSITS WITH OTHER BANKS ......................................      $   23,613      $   21,710
FEDERAL FUNDS SOLD .............................................................          41,718          63,400
                                                                                      ----------      ----------
      Total cash and cash equivalents ..........................................          65,331          85,110
INTEREST EARNING DEPOSITS WITH OTHER BANKS .....................................         101,972         165,685
SECURITIES AVAILABLE FOR SALE ..................................................         314,136         274,277
LOANS-NET ......................................................................       1,107,953       1,081,256
DUE FROM CUSTOMERS ON BANKERS ACCEPTANCES ......................................          33,987          27,767
DUE FROM CUSTOMERS ON DEFERRED PAYMENT LETTERS OF
   CREDIT ......................................................................             842           5,835
PROPERTY AND EQUIPMENT-NET .....................................................           4,660           5,209
ACCRUED INTEREST RECEIVABLE ....................................................          16,446          19,111
GOODWILL-NET ...................................................................           1,527           1,658
OTHER ASSETS ...................................................................          46,757          34,779
                                                                                      ----------      ----------
TOTAL ..........................................................................      $1,693,611      $1,700,687
                                                                                      ==========      ==========

                                  LIABILITIES AND STOCKHOLDERS' EQUITY

DEPOSITS .......................................................................      $1,528,841      $1,535,606
TRUST PREFERRED SECURITIES .....................................................          12,650          12,650
BANKERS ACCEPTANCES OUTSTANDING ................................................          33,987          27,767
DEFERRED PAYMENT LETTERS OF CREDIT OUTSTANDING .................................             842           5,835
OTHER LIABILITIES ..............................................................          11,146           5,500
                                                                                      ----------      ----------
         Total liabilities .....................................................       1,587,466       1,587,358
                                                                                      ----------      ----------
STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value, 75,000,000 shares authorized, 10,081,147 shares
      issued and outstanding at September 30,
      2000 and December 31, 1999 ...............................................             101             101
   Capital surplus .............................................................          60,701          60,708
   Retained earnings ...........................................................          41,965          47,302
   Accumulated other comprehensive income ......................................           3,378           5,218
                                                                                      ----------      ----------
   Total stockholders' equity ..................................................         106,145         113,329
                                                                                      ----------      ----------
TOTAL ..........................................................................      $1,693,611      $1,700,687
                                                                                      ==========      ==========

</TABLE>

          See accompanying notes to consolidated financial statements.



                                       1
<PAGE>   3
                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

            (Dollars in thousands except per share data) (Unaudited)

<TABLE>
<CAPTION>

                                                                  As Restated,                       As Restated,
                                                                   see Note 4                         see Note 4
                                                               Three Months Ended                  Nine Months Ended
                                                                  September 30,                      September 30,
                                                    -------------------------------       -------------------------------
                                                         2000              1999               2000              1999
                                                    ------------       ------------       ------------       ------------
<S>                                                 <C>                <C>                <C>                <C>
INTEREST INCOME:
   Loans, including fees .....................      $     29,098       $     28,538       $     86,035       $     81,907
   Deposits with other banks .................             2,884              4,527             10,162             11,522
   Investment securities .....................             6,641              1,970             16,107              6,469
   Federal funds sold ........................               731                255              2,249              1,104
                                                    ------------       ------------       ------------       ------------
      Total ..................................            39,354             35,290            114,553            101,002
INTEREST EXPENSE:
   Deposits ..................................            22,639             17,544             64,294             52,558
   Trust preferred securities ................               308                308                925                923
   Federal funds purchased and other borrowing                 1                 33                  2                178
                                                    ------------       ------------       ------------       ------------
      Total ..................................            22,948             17,885             65,221             53,659
                                                    ------------       ------------       ------------       ------------
NET INTEREST INCOME ..........................            16,406             17,405             49,332             47,343
PROVISION FOR CREDIT LOSSES ..................            32,500             15,019             33,250             17,665
PROVISION FOR TRANSFER RISK ..................             4,768                803              8,379             32,020
                                                    ------------       ------------       ------------       ------------
NET INTEREST INCOME (LOSS) AFTER
   PROVISIONS ................................           (20,862)             1,583              7,703             (2,342)
                                                    ------------       ------------       ------------       ------------
NON-INTEREST INCOME:
   Trade finance fees and commissions ........             1,882              2,481              6,167              7,638
   Structuring and syndication fees ..........                23                521                 25              1,361
   Customer service fees .....................               363                363              1,212              1,136
   Net gain on sale of assets ................             1,116                346              3,808                373
   Other .....................................               101                 63                281                236
                                                    ------------       ------------       ------------       ------------
      Total ..................................             3,485              3,774             11,493             10,744
                                                    ------------       ------------       ------------       ------------
OPERATING EXPENSES:
   Employee compensation and benefits ........             3,514              3,258             10,132              9,769
   Occupancy and equipment ...................             1,217              1,118              3,670              3,115
   Legal Reserve .............................             3,924              4,524
   Other .....................................             4,554              2,932             12,018              8,824
                                                    ------------       ------------       ------------       ------------
      Total ..................................            13,209              7,308             30,344             21,708
                                                    ------------       ------------       ------------       ------------
LOSS BEFORE BENEFIT FROM
   INCOME TAXES ..............................           (30,586)            (1,951)           (11,148)           (13,306)
BENEFIT FROM INCOME TAXES ....................           (12,712)              (711)            (5,811)            (4,943)
                                                    ------------       ------------       ------------       ------------
NET LOSS .....................................      $    (17,874)      $     (1,240)      $     (5,337)      $     (8,363)
                                                    ============       ============       ============       ============
NET LOSS PER COMMON SHARE:
   BASIC AND DILUTED .........................      $      (1.77)      $      (0.12)      $      (0.53)      $      (0.83)
                                                    ============       ============       ============       ============
AVERAGE SHARES OUTSTANDING:
   BASIC AND DILUTED .........................        10,081,147         10,076,147         10,081,147         10,066,107
                                                    ============       ============       ============       ============
</TABLE>


          See accompanying notes to consolidated financial statements.



                                       2
<PAGE>   4
                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                       (Dollars in thousands) (Unaudited)

<TABLE>
<CAPTION>

                                                                 As Restated,                 As Restated,
                                                                  see Note 4                   see Note 4
                                                              Three Months Ended            Nine Months Ended
                                                                 September 30,                September 30,
                                                           -----------------------       -----------------------
                                                             2000           1999           2000          1999
                                                           --------       --------       --------       --------
<S>                                                        <C>            <C>            <C>            <C>
NET LOSS ............................................      $(17,874)      $ (1,240)      $ (5,337)      $ (8,363)
OTHER COMPREHENSIVE INCOME (LOSS),
   Net of tax:
   Net change in unrealized gain (loss) on
      securities available for sale during the period        (1,566)           213             91            627
   Less: Reclassification adjustment for
      gains included in net loss ....................        (2,245)            --         (3,439)            --
   Less: Reclassification adjustment
      for write off of a foreign bank stock .........            --             --             --           (187)
   Less: Reclassification adjustment
      for write down of a foreign debt security .....         1,236             --          1,508             --
                                                           --------       --------       --------       --------
         Total ......................................        (2,575)           213         (1,840)           440
                                                           --------       --------       --------       --------
COMPREHENSIVE LOSS ..................................      $(20,449)      $ (1,027)      $ (7,177)      $ (7,923)
                                                           ========       ========       ========       ========

</TABLE>

           See accompanying notes to consolidated financial statements






                                       3
<PAGE>   5
                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                             As Restated, see Note 4
            (Dollars in thousands, except per share data) (Unaudited)

<TABLE>
<CAPTION>

                                                                                                   Accumulated
                                                  Common Stock                                        Other         Total
                                         --------------------------      Capital      Retained    Comprehensive  Stockholders'
                                            Shares          Amount       Surplus      Earnings        Income         Equity
                                         ------------       -------     ----------    ---------   -------------  ------------
<S>                                        <C>              <C>         <C>           <C>            <C>           <C>
Balance, December 31, 1999.............    10,081,147       $   101     $   60,708    $  47,302      $  5,218      $ 113,329
Adjustment of tax liabilities
    due to stock options exercised.....                                         (7)                                       (7)
Net change in unrealized gain (loss) on
    securities available for sale, net
    of taxes...........................                                                                (1,840)        (1,840)
Net loss for the nine months ended
    September 30, 2000.................                                                  (5,337)                      (5,337)
                                         ------------       -------     ----------    ---------      --------      ---------
Balance as of September 30, 2000.......    10,081,147       $   101     $   60,701    $  41,965      $  3,378      $ 106,145
                                         ============       =======     ==========    =========      ========      =========
</TABLE>

          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>   6

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

<TABLE>
<CAPTION>

                                                                                               As Restated,
                                                                                                see Note 4
                                                                                    For Nine Months Ended September 30,
                                                                                  -------------------------------------
                                                                                       2000                   1999
                                                                                  ---------------        --------------
<S>                                                                               <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss....................................................................   $        (5,337)       $       (8,363)
      Adjustments to reconcile net loss to net cash provided
         by operating activities
         Depreciation and amortization.........................................             1,110                   928
         Provision for credit losses...........................................            33,250                17,665
         Provision for transfer risk...........................................             8,379                32,020
         Deferred tax benefit..................................................            (5,966)               (4,686)
         Write down/write off of available for sale security...................             2,635                   187
         Write down of other assets............................................             2,498                 1,166
         Net gain on sale of loans.............................................                --                  (534)
         Net gain on sale of other real estate owned...........................                --                   (26)
         Net gain on sale of fixed assets......................................               (13)                   --
         Net gain on sale of investments.......................................            (6,429)                   --
      Proceeds from the sale of bankers acceptances............................            54,329                18,373
      Increase in accrued interest receivable and other assets.................            (3,058)              (24,837)
      Increase (decrease) in other liabilities.................................             5,431                  (673)
                                                                                  ---------------        --------------
         Net cash provided by operating activities.............................            86,829                31,220
                                                                                  ---------------        --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Decrease (increase) in interest-earning deposits with other banks...........            68,213               (19,959)
   Purchase of securities available for sale...................................          (800,021)             (572,029)
   Purchase of securities held to maturity.....................................                --               (14,703)
   Proceeds from sales and maturities of securities available for sale.........           761,647               593,819
   Purchase of loan participations.............................................                --               (55,815)
   Proceeds from paydowns of securities held to maturity.......................                --                 2,607
   Proceeds from sale of loans.................................................                --                18,186
   Increase in loans-net.......................................................          (129,228)              (37,939)
   Purchases of property and equipment-net.....................................              (454)               (1,230)
   Proceeds from sale of other real estate owned...............................                --                    38
                                                                                  ---------------        --------------
      Net cash used in investing activities....................................           (99,843)              (87,025)
                                                                                  ---------------        --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net (decrease) increase in deposits.........................................            (6,765)                7,218
   Proceeds from trust preferred securities offering...........................                --                 1,650
   Payment of other borrowing..................................................                --                (6,116)
   Net proceeds from exercise of common stock options..........................                --                   118
                                                                                  ---------------        --------------
   Net cash (used in) provided by financing activities.........................            (6,765)                2,870
                                                                                  ---------------        --------------
NET DECREASE IN CASH AND CASH EQUIVALENTS......................................           (19,779)              (52,935)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD...........................            85,110               111,790
                                                                                  ---------------        --------------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD.................................   $        65,331        $       58,855
                                                                                  ===============        ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid during the period.............................................   $        65,124        $       54,625
                                                                                  ===============        ==============
   Income taxes paid during the period.........................................   $         7,548        $       10,845
                                                                                  ===============        ==============

</TABLE>

          See accompanying notes to consolidated financial statements.





                                       5
<PAGE>   7

                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2000

NOTE 1: BASIS OF PRESENTATION

The consolidated statements of condition for Hamilton Bancorp Inc. and
Subsidiaries (the "Company") as of September 30, 2000 and December 31, 1999, the
related consolidated statements of operations, comprehensive loss, stockholders'
equity and cash flows for the nine months ended September 30, 2000 and 1999
included in the Form 10-Q/A have been prepared by the Company in conformity with
the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore,
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The statements
are unaudited except for the consolidated statement of condition as of December
31, 1999.

The accounting policies followed for interim financial reporting are consistent
with the accounting policies set forth in Note 1 to the consolidated financial
statements appearing in the Company's Annual Report on Form 10-K/A-2 for the
year ended December 31, 1999 as filed with the Securities and Exchange
Commission.

NOTE 2: NET INCOME PER COMMON SHARE

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

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

NOTE 3: STOCK OPTIONS

On January 3, 2000, the Company granted 96,759 options at an exercise price of
$17.75. These options vest in thirds; twelve, eighteen and twenty-four months
after the grant if the individual is then employed with the Company.

NOTE 4: RESTATEMENT

LOSS ON EXCHANGE

Subsequent to the filing of the Company's quarterly report on Form 10-Q for the
quarter ended September 30, 2000, the Company determined that the purchase of
certain securities and the sales 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
Extinguishments of Liabilities, and that a loss of $22,223,000 ($14,304,000
after tax) should have been recorded on the exchange. The Company had previously
accounted for the purchases of the securities and sales of the loans as separate
unrelated transactions. The purchases were recorded at cost ($94 million), and
the sales were recorded based on the proceeds received, ($20 million), 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. Such assets had been
designated as available for sale as of December 31, 1999 and were marked to
market at that date. As a result, accumulated other comprehensive income as of




                                       6
<PAGE>   8

December 31, 1999 was restated by an increase of $14,304,000. Certain of those
assets were sold during the three and nine months ended September 30, 2000 which
results in an increased gain on sale of $3,202,000 and $4,643,000, respectively
for the three and nine months ended September 30, 2000 due to a lower restated
basis. However, total stockholders' equity as of September 30, 2000 was not
affected by this matter.

PROVISION FOR CREDIT LOSSES

Subsequent to the filing of the Company's quarterly report on Form 10-Q for the
quarter ended September 30, 2000, the Bank's management concluded discussions
with the OCC as a result of its ongoing annual examination and agreed to an
increase in the provision for credit losses. This increase is attributable to
changes in certain variables utilized in the Bank's methodologies for
establishing credit losses as well as, a greater allocation of reserves to
certain loans, as a result, the Company agreed to record approximately
$19,200,000 ($12,096,000 after tax) in additional provisions for credit losses
for the three and nine months ended September 30, 2000.

PROVISION FOR TRANSFER RISK

Subsequent to the filing of the Company's quarterly report on Form 10-Q for the
quarter ended September 30, 2000 and after extensive communications with the
staff of the Securities and Exchange Commission in connection with a review by
the staff of the Company's 1999 Annual Report on Form 10K and 10K/A and the
staff's comments thereon, management determined that the Company should record
in the three months ended September 30, 2000 and 1999, and the nine months ended
September 30, 2000 and 1999, approximately $4.8 million, $803,000, $8.4 million
and $32.0 million, respectively, of provisions for allocated transfer risk
reserves ("ATRR") on certain Ecuadorian exposure in its consolidated financial
statements.  Additionally, the Company determined that it should reclassify as
of September 30, 2000 approximately $17 million and $22 million in foreign
interbank placements from interest bearing deposits with other banks, which are
subject to ATRR requirements, to loans. Accordingly, the Company has restated
the accompanying interim period consolidated financial statements from amounts
previously reported to record the ATRR and the reclassification of certain
interbank placements to loans. The ATRR are required for exposures with respect
to any country rated "value impaired" by the Interagency Country Exposure Review
Committee ("ICERC"). The ICERC recommends an appropriate percentage level for
ATRR, 90% in the case of Ecuador, for exposures rated "value impaired". ATRR is
a specific reserve which is triggered when an obligation is more than 30 days
past due and/or has been restructured to avoid delinquency. For purposes of
ATRR, a credit is considered to be current if it would not be reported as "past
due" or "non-accrual", as those terms are defined in the instructions for
schedule RC-N of the Call Report.

The restated consolidated financial statements for the periods ended September
30, 2000 and 1999 include amounts for the allowances for credit losses and ATRR
consistent with the amounts the Company recorded in its regulatory Call Reports.
The ATRR had been previously disclosed in Note 4 to the Company's consolidated
financial statements presented in the Company's September 30, 2000 quarterly
report on Form 10-Q as a reconciling item between stockholders' equity pursuant
to accounting principles generally accepted in the United States of America
("GAAP") and Tier 1 Capital determined under regulatory accounting principles.
The recording of ATRR for GAAP has no impact on regulatory capital and capital
ratios of the Company, since the ATRR has been deducted for such purposes since
initially being recorded in the Call Reports.

OTHER ITEMS

Through December 31, 1999 the Company recognized loan fees as received and
direct costs as incurred. Because loan fees are now more related to long-term
commitments rather than short-term trade financing, the Company has determined
that loan fees previously included in non-interest income, amounting to $3.7
million and $778,000 for the nine and three months ended September 30, 2000,
respectively, and direct costs previously included in operating expenses
amounting to $565,000 and $236,000 for the nine and three months ended September
30, 2000, were improperly recognized. The fees and costs should have been
deferred and recognized over the life of the related loan as interest income.
Consequently, the accompanying consolidated financial statements have been
restated to defer such fees and direct costs, and to recognize in interest
income the applicable amounts ($1.0 million and $437 thousand, respectively) for
the nine months and quarter ended September 30, 2000.



                                       7
<PAGE>   9

The following table summarizes the significant effects of the restatement:

<TABLE>
<CAPTION>

                                                                                 As Previously
                                                                                    Reported              As Restated
                                                                                 -------------            -----------
<S>                                                                                <C>                    <C>
AS OF SEPTEMBER 30, 2000:

Interest earning deposits with other banks                                         $  119,472             $  101,972
Loans - net                                                                         1,133,626              1,107,953
Other assets                                                                           30,794                 46,757
Other liabilities                                                                      10,984                 11,146
Retained earnings                                                                      91,349                 41,965
Accumulated comprehensive (loss) income                                                (6,539)                 3,378
Stockholders' equity                                                                  133,516                106,145

AS OF DECEMBER 31, 1999:

Interest earning deposits with other banks                                            187,685                165,685
Loans - net                                                                         1,091,976              1,081,256
Other assets                                                                           22,672                 34,779
Other liabilities                                                                       5,544                  5,500
Retained earnings                                                                      82,175                 47,302
Accumulated comprehensive income (loss)                                                (9,086)                 5,218
Stockholders' equity                                                                  133,898                113,329



</TABLE>


                                       8
<PAGE>   10

<TABLE>
<CAPTION>

                                                                                 As Previously
                                                                                    Reported              As Restated
                                                                                 -------------            -----------
<S>                                                                                <C>                    <C>
FOR THE QUARTER ENDED SEPTEMBER 30, 2000:

Interest income on loans, including fees                                           $   28,679             $   29,098
Provision for credit losses                                                            13,300                 32,500
Provision for transfer risk                                                                 -                  4,768
Net interest income after provisions                                                    4,468                (20,862)
Non-interest income                                                                     3,696                  3,485
Operating expenses                                                                     17,652                 13,209
Loss before income taxes                                                              (11,288)               (30,586)
Benefit from income taxes                                                              (5,702)               (12,712)
Net loss                                                                               (5,586)               (17,874)
Net loss per common share
   Basic and Diluted                                                                    (0.55)                 (1.77)

FOR THE QUARTER ENDED SEPTEMBER 30, 1999:

Interest income on loans, including fees                                               27,490                 28,538
Provision for transfer risk                                                                --                    803
Net interest income after provisions                                                    1,338                  1,583
Non-interest income                                                                     4,822                  3,774
Operating expenses                                                                      7,310                  7,308
Loss before income taxes                                                               (1,150)                (1,951)
Benefit from income taxes                                                                (414)                  (711)
Net loss                                                                                 (736)                (1,240)
Net loss per common share
   Basic and Diluted                                                                    (0.07)                 (0.12)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000:

Interest income on loans, including fees                                               85,005                 86,035
Provision for credit losses                                                            12,250                 33,250
Provision for transfer risk                                                                --                  8,379
Net interest income after provisions                                                   36,052                  7,703
Non-interest income                                                                    13,154                 11,493
Operating expenses                                                                     35,244                 30,344
Income (loss) before income taxes                                                      13,962                (11,148)
Provision for (benefit from) income taxes                                               5,181                 (5,811)
Net income (loss)                                                                       8,781                 (5,337)
Net income (loss) per common share
   Basic                                                                                 0.91                  (0.53)
   Diluted                                                                               0.90                  (0.53)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999:

Interest income on loans, including fees                                               78,627                 81,907
Provision for transfer risk                                                                --                 32,020
Net interest income (loss) after provisions                                            26,398                 (2,342)
Non-interest income                                                                    14,211                 10,744
Other operating expenses                                                               21,940                 21,708
Income (loss) before taxes                                                             18,669                (13,306)
Provision for (benefit from) taxes                                                      6,904                 (4,943)
Net income (loss)                                                                      11,765                 (8,363)
Net income (loss) per common share
   Basic                                                                                 1.17                   0.83
   Diluted                                                                               1.14                   0.83

</TABLE>





                                       9
<PAGE>   11

NOTE 5: SUBSEQUENT EVENTS

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

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

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

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

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

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

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

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

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

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

On March 30, 2001, the Company was advised by the Federal Reserve Bank of
Atlanta (the "FRB"), its primary regulator, that the Company and Hamilton
Capital Trust should not pay any dividends, distributions or debt payments
without the prior approval of the FRB. The Company obtained approval from the
FRB to pay the dividend payable on April 2, 2001, amounting to approximately
$309,000, on the Series A Beneficial Unsecured




                                       10
<PAGE>   12

Securities (the "Trust Preferred") issued by Hamilton Capital Trust I. There can
be no assurance that the FRB will approve any future payments. The Company will
not seek such approval and will not pay dividends on the Trust Preferred until
the Company's financial condition improves. Pursuant to the documents governing
the Trust Preferred, the Company and Hamilton Capital Trust I have the right,
under certain conditions, to defer dividend payments for up to 20 consecutive
quarters. Any payments deferred in this manner will continue to accumulate.

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

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

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

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

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

The plaintiff had previously sued the other two persons in Guatemala making
virtually identical claims. The plaintiff lost that action. The Company is
seeking to have the case dismissed based upon forum non conveniens. On May 2,
2001, the motion was denied. Exceptions will be filed with the District Court
with a petition for certification for an appeal to the Eleventh Circuit Court of
Appeals in the alternative.



                                       11
<PAGE>   13
ITEM 2.

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

INTRODUCTION

Hamilton Bancorp Inc. ("Bancorp") is a bank holding company, which conducts
operations principally through its 99.8 percent subsidiary, Hamilton Bank, N.A.
(the "Bank" and, collectively with Bancorp, the "Company"). The Bank is a
national bank which specializes in financing trade flows between domestic and
international companies on a global basis, with particular emphasis on trade
with and between South America, Central America, the Caribbean (collectively,
the "Region") and the United States. The Bank has a network of nine FDIC-insured
branches with eight Florida locations in Miami, Sarasota, Tampa, West Palm
Beach, Winter Haven and Weston, and a branch in San Juan, Puerto Rico.

RESTATEMENT

LOSS ON EXCHANGE

Subsequent to the filing of the Company's quarterly report on Form 10-Q for the
quarter ended September 30, 2000, the Company determined that the purchase of
certain securities and the sales 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
Extinguishments 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, ($94 million), and
the sales were recorded based on the proceeds received, ($20 million), 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. Such assets had been
designated as available for sale as of December 31, 1999 and were marked to
market at that date. As a result, accumulated other comprehensive income as of
December 31, 1999 was restated by an increase of $14,304,000. Certain of
those assets were sold during the three and nine months ended September 30, 2000
which results in an increased gain on sale of $3,202,000 and $4,643,000,
respectively, for the three and nine months ended September 30, 2000 due to a
lower restated basis. However, total stockholders' equity as of September 30,
2000 was not affected by this matter.

PROVISION FOR CREDIT LOSSES

Subsequent to the filing of the Company's quarterly report on Form 10-Q for the
quarter ended September 30, 2000, the Bank's management concluded discussions
with the OCC as a result of its ongoing annual examination and agreed to an
increase in the provision for credit losses. This increase is attributable to
changes in certain variables utilized in the Bank's methodologies for
establishing credit losses as well as, a greater allocation of reserves to
certain loans, as a result, the Company agreed to record approximately
$19,200,000 ($12,096,000 after tax) in additional provisions for credit losses
for the three and nine months ended September 30, 2000.



                                       12
<PAGE>   14
PROVISION FOR TRANSFER RISK

Subsequent to the filing of the Company's quarterly report on Form 10-Q for the
quarter ended September 30, 2000 and after extensive communications with the
staff of the Securities and Exchange Commission in connection with a review by
the staff of the Company's 1999 Annual Report on Form 10K and 10K/A and the
staff's comments thereon, management determined that the Company should record
in the applicable periods of 1999 and 2000 approximately $9.9 million and $3.2
million, respectively, of provisions for allocated transfer risk reserves
("ATRR") on certain Ecuadorian exposure in its consolidated financial
statements. Additionally, the Company determined that it should reclassify as of
September 30, 2000 approximately $17 million and $22 million, respectively, in
foreign interbank placements from interest bearing deposits with other banks,
which are subject to ATRR requirements, to loans. Accordingly, the Company has
restated the accompanying interim period consolidated financial statements from
amounts previously reported to record the ATRR and the reclassification of
certain interbank placements to loans. The ATRR are required for exposures with
respect to any country rated "value impaired" by the Interagency Country
Exposure Review Committee ("ICERC"). The ICERC recommends an appropriate
percentage level for ATRR, 90% in the case of Ecuador, for exposures rated
"value impaired". ATRR is a specific reserve which is triggered when an
obligation is more than 30 days past due and/or has been restructured to avoid
delinquency. For purposes of ATRR, a credit is considered to be current if it
would not be reported as "past due" or "non-accrual", as those terms are defined
in the instructions for schedule RC-N of the Call Report.

The restated consolidated financial statements for the quarters ended September
30, 2000 and 1999 include amounts for the allowances for credit losses and ATRR
consistent with the amounts the Company recorded in its regulatory Call Reports.
The ATRR had been previously disclosed in Note 4 to the Company's consolidated
financial statements presented in the Company's September 30, 2000 quarterly
report on Form 10-QA as a reconciling item between stockholders' equity pursuant
to accounting principles generally accepted in the United States of America
("GAAP") and Tier 1 Capital determined under regulatory accounting principles.
The recording of ATRR for GAAP has no impact on regulatory capital and capital
ratios of the Company, since the ATRR has been deducted for such purposes since
initially being recorded in the Call Reports.

OTHER ITEMS

Through December 31, 1999 the Company recognized loan fees as received and
direct costs as incurred. Because loan fees are now more related to long-term
commitments rather than short-term trade financing, the Company has determined
that loan fees previously included in non-interest income, amounting to $3.7
million and $778,000 for the nine and three months ended September 30, 2000,
respectively, and direct costs previously included in operating expenses
amounting to $565,000 and $236,000 for the nine and three months ended September
30, 2000, were improperly recognized. The fees and costs should have been
deferred and recognized over the life of the related loan as interest income.
Consequently, the accompanying consolidated financial statements have been
restated to defer such fees and direct costs, and to recognize in interest
income the applicable amounts ($1.0 million and $437 thousand, respectively) for
the nine months and quarter ended September 30, 2000. See Note 4 to the
Company's interim consolidated financial statements for a summary of the
significant effects of the restatement.

The Management's Discussion and Analysis of Financial Condition and Results of
Operations for the three and nine months ended September 30, 2000 presented
herein have been adjusted to reflect the restatement described above.

FINANCIAL CONDITION - SEPTEMBER 30, 2000 VS. DECEMBER 31, 1999

Total consolidated assets remained relatively the same at $1.694 billion at
September 30, 2000 compared to $1.701 billion at December 31, 1999, although
there were changes within the asset categories. Cash and cash equivalents
decreased by $19.8 million or 23.2 percent and interest earning deposits with
other banks decreased by $65.7 million, or 38.5%. Securities available for sale
increased by 14.5 percent to $314.1 million. Gross loans increased by $57.1
million or 5.0 percent, primarily due to an increase in domestic loans, offset
by increases in the allowance for credit losses and ATRR.




                                       13
<PAGE>   15

CASH, DEMAND DEPOSITS WITH OTHER BANKS AND FEDERAL FUNDS SOLD

Cash, demand deposits with other banks and federal funds sold are considered
cash and cash equivalents. Balances of these items fluctuate daily depending on
many factors, which include or relate to the particular banks that are clearing
funds, loan payoffs, deposit gathering and reserve requirements. Cash, demand
deposits with other banks and federal funds sold were $65.3 million at September
30, 2000 compared to $85.1 million at December 31, 1999.

INTEREST-EARNING DEPOSITS WITH OTHER BANKS AND INVESTMENT SECURITIES

Interest-earning deposits with other banks decreased to $102.0 million at
September 30, 2000 from $165.7 million at December 31, 1999. These deposits are
placed with correspondent banks in the Region, generally on a short-term basis
(less than 365 days), to increase yields and enhance relationships with the
correspondent banks. The level of such deposits has diminished as the exposure
in the Region has decreased during the nine months ended September 30, 2000. The
short-term nature of these deposits allows the Company the flexibility to later
redeploy assets into higher yielding loans.

Investment securities increased to $314.1 million at September 30, 2000 from
$274.3 million at December 31, 1999. The increase has been primarily in U.S.
treasury and government agency securities and to a lesser extent U. S.
government mortgage backed securities. The U.S. treasury and government agency
securities are short term in nature and allow the Company the flexibility of
liquidity and the ability to convert these assets into higher yielding loans as
these become accessible. The mortgage-backed securities diversify the Company's
portfolio, are eligible collateral for securing public funds and qualify as a
Community Reinvestment Act investment.

LOANS

The Company's gross loan portfolio increased by $57.1 million, during the first
nine months of 2000 in relation to the year ended December 31, 1999. This
increase was primarily in domestic commercial loans and acceptances and to a
lesser extent, foreign commercial loans. Details on the loans by type are shown
in the table below. At September 30, 2000 approximately 44.4 percent of the
Company's portfolio consisted of loans to domestic borrowers and 55.6 percent of
the Company's portfolio consisted of loans to foreign borrowers. The Company's
loan portfolio is relatively short-term, as approximately 74.2 and 82.5 percent
of loans at September 30, 2000 were short-term loans with average maturities of
less than 180 and less than 365 days, respectively.

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, 2000     December 31, 1999
                                                                                 ------------------     -----------------
<S>                                                                                <C>                   <C>
Domestic:
Commercial (1).................................................................    $      446,177        $       394,841
Acceptances discounted.........................................................            81,963                 59,040
Residential mortgages..........................................................             2,025                  2,140
                                                                                   --------------        ---------------
Subtotal Domestic..............................................................           530,165                456,021
                                                                                   --------------        ---------------
Foreign:
Banks and other financial institutions.........................................           201,639                246,155
Commercial and industrial (1)..................................................           380,544                338,411
Acceptances discounted.........................................................            41,522                 59,256
Government and official institutions...........................................            41,410                 38,358
                                                                                   --------------        ---------------
Subtotal Foreign...............................................................           665,115                682,180
                                                                                   --------------        ---------------
Total Loans....................................................................    $    1,195,280        $     1,138,201
                                                                                   ==============        ===============

</TABLE>

(1) Includes pre-export financing, warehouse receipts and refinancing of letter
of credits. The following tables reflect both the Company's growth and
diversification in financing trade flows between the United States and the
Region in terms of loans by country and cross-border outstanding by country. The
aggregate amount




                                       14
<PAGE>   16

of the Company's cross-border outstandings by primary credit risk include cash
and demand deposits with other banks, interest earning deposits with other
banks, investment securities, due from customers on bankers acceptances, due
from customers on deferred payment letters of credit and loans, net of related
deposits. 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, 2000 approximately 33.3 percent in principal amount of the
Company's loans were outstanding to borrowers in five countries other than the
United States: Panama (11.3 percent), Guatemala (8.8 percent), Ecuador (4.9
percent), El Salvador (4.6 percent) and Jamaica (3.7 percent).

Panama loan exposure continues to be over 10 percent of loans and has increased
slightly to 11.3 percent of total loans at September 30, 2000. The bulk of the
credit relationships in Panama are related to financing short-term trade
transactions with companies operating out of the Colon Free Zone. The latter
represents the second largest free trading zone in the world after Hong Kong.
The companies operate largely as importers and exporters of consumer goods such
as electronic goods and clothing.

LOANS BY COUNTRY
(Dollars in thousands)


<TABLE>
<CAPTION>


                                        September 30, 2000                      December 31, 1999
                                ---------------------------------         ---------------------------------
                                                      Percent of                                Percent of
Country                           Amount              Total Loans          Amount               Total Loans
                                ---------             -----------         ---------             -----------
<S>                             <C>                      <C>              <C>                      <C>
United States                   $ 530,165                44.4%            $ 456,021                40.1%

Argentina (1)                          --                  --                35,494                 3.1%

Brazil                             12,859                 1.1%               49,214                 4.3%

British West Indies (1)                --                  --                22,082                 1.9%

Colombia                           23,299                 1.9%               28,437                 2.5%

Dominican Republic                 43,480                 3.6%               41,604                 3.7%

Ecuador                            58,430                 4.9%               65,622                 5.8%

El Salvador                        54,980                 4.6%               45,847                 4.0%

Guatemala                         105,290                 8.8%               66,531                 5.8%

Honduras                           40,500                 3.4%               42,352                 3.7%

Jamaica                            44,091                 3.7%               28,628                 2.5%

Panama                            134,961                11.3%              127,419                11.2%

Peru                               37,687                 3.2%               29,648                 2.6%

Venezuela                          16,134                 1.3%               17,842                 1.6%

Other (2)                          93,404                 7.8%               81,460                 7.2%
                                ---------                ----             ---------                ----
Total                          $1,195,280               100.0%          $ 1,138,201               100.0%
                               ==========               =====           ===========               =====

</TABLE>

(1)      These countries had loans in periods presented which did not exceed 1
         percent of total loans.

(2)      Other consists of loans to borrowers in countries in which loans did
         not exceed 1 percent of total loans.




                                       15
<PAGE>   17
At September 30, 2000 approximately 25.2 percent of total assets were
cross-border outstandings to borrowers in five countries other than the United
States: Panama (7.7 percent), Guatemala (6.6 percent), Ecuador (4.2 percent), El
Salvador (3.6 percent) and Dominican Republic (3.1 percent).

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

TOTAL CROSS-BORDER OUTSTANDINGS BY COUNTRY (3)
(Dollars in millions)

<TABLE>
<CAPTION>

                                                             September 30, 2000                   December 31, 1999
                                                     ----------------------------       ---------------------------------
                                                                       % of Total                              % of Total
                                                        Amount           Assets           Amount                 Assets
                                                     -----------       ----------       ------------           ----------
<S>                                                  <C>                   <C>          <C>                       <C>
Argentina........................................    $        48            2.8%        $        113               6.6%
Bahamas (1)......................................             --             --                   21               1.2%
Bolivia..........................................             13            0.8%                  18               1.0%
Brazil...........................................             50            3.1%                 173              10.1%
Colombia.........................................             39            2.3%                  48               2.8%
Dominican Republic...............................             54            3.2%                  55               3.2%
Ecuador..........................................             72            4.3%                  78               4.5%
El Salvador......................................             62            3.7%                  44               2.6%
Guatemala........................................            113            6.7%                  68               4.0%
Honduras.........................................             32            1.9%                  43               2.5%
Jamaica..........................................             47            2.8%                  35               2.0%
Mexico (1).......................................             --             --                   20               1.2%
Panama...........................................            133            7.9%                 116               6.7%
Peru.............................................             37            2.2%                  42               2.4%
Suriname.........................................             33            1.9%                  32               1.9%
United Kingdom (1)...............................             --             --                   15               0.9%
Venezuela........................................             16            0.9%                  17               1.0%
Other (2)........................................             85            5.0%                  75               4.4%
                                                     -----------         ------         ------------          --------
Total............................................    $       834           49.5%        $      1,013              59.0%
                                                     ===========         ======         ============          ========

</TABLE>

(1)      These countries had outstandings in periods presented which did not
         exceed 1 percent of total assets.

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

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




                                       16
<PAGE>   18
CONTINGENCIES - COMMERCIAL LETTERS OF CREDIT
(In thousands)

The following table sets forth the total volume and average monthly volume of
the Company's export and import letters of credit for each of the periods
indicated. As shown by the table, the volume of commercial letters of credit
increased by 9.6 percent to $418.7 million for the nine months ended September
30, 2000 when compared to the same period in 1999. This increase is due to
greater domestic import financing activities, which increased by 20.9 percent,
offset by export financing activities, which decreased by 3.5 percent.

<TABLE>
<CAPTION>

                                                      Nine Months Ended September 30,
                                                      -------------------------------                  Year Ended
                                                       2000                       1999               December 31, 1999
                                              -----------------------   -----------------------   ------------------------
                                                             Average                    Average                    Average
                                                Total        Monthly        Total       Monthly      Total         Monthly
                                               Volume        Volume        Volume       Volume      Volume         Volume
                                              ---------    ----------   -----------   ---------   ----------     ---------
<S>                                           <C>          <C>          <C>           <C>         <C>            <C>
Export Letters of Credit (1)...............   $ 170,265    $   18,918   $   176,363   $  19,596   $  227,904     $  18,992
Import Letters of Credit (1)...............     248,425        27,603       205,554      22,839      296,943        24,745
                                              ---------    ----------   -----------   ---------   ----------     ---------
Total......................................   $ 418,690    $   46,521   $   381,917   $  42,435   $  524,847     $  43,737
                                              =========    ==========   ===========   =========   ==========     =========

</TABLE>

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

The following table sets forth the distribution of the Company's contingent
liabilities by country of the applicant and issuing bank for import and export
letters of credit, respectively. As shown by the table, contingent liabilities
decreased by 9.9 percent from December 31, 1999 to September 30, 2000.
Individual fluctuations reflect relative changes in the flow of trade or
instruments used in financing such trade as well as the cyclical nature of
certain trade activities.

CONTINGENT LIABILITIES (1)
(In thousands)

<TABLE>
<CAPTION>

                                                                                  September 30, 2000    December 31, 1999
                                                                                  ------------------    ------------------

<S>                                                                                <C>                   <C>
Aruba (2)......................................................................    $            --       $        3,720
Costa Rica.....................................................................              2,006                9,893
Dominican Republic.............................................................             23,969                4,707
El Salvador (2)................................................................                 --                2,734
Guatemala......................................................................              8,686                9,475
Guyana.........................................................................              1,419                4,165
Haiti..........................................................................              1,884                5,705
Honduras.......................................................................              2,055                4,174
Jamaica (2)....................................................................             10,199                   --
Panama.........................................................................             12,193               14,242
Paraguay (2)...................................................................              2,462                   --
Peru...........................................................................              1,950                3,573
Suriname.......................................................................              2,367                5,677
United States..................................................................             60,769               74,643
Venezuela (2)..................................................................                 --                2,593
Other (3)......................................................................              6,456                6,143
                                                                                   ---------------       --------------
Total..........................................................................    $       136,415       $      151,444
                                                                                   ===============       ==============

</TABLE>

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

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

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





                                       17
<PAGE>   19

ALLOWANCE FOR CREDIT LOSSES AND ALLOCATED TRANSFER RISK RESERVES

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

         ALLOWANCE FOR CREDIT LOSSES

         The allowance for credit losses reflects management's judgment of the
level of allowance adequate to provide for probable losses inherent in the loan
portfolio as of the balance sheet date. The allowance takes into consideration
the following factors: (i) the economic conditions in those countries in the
Region in which the Company conducts trade finance activities; (ii) the credit
condition of its customers and correspondent banks, as well as the underlying
collateral, if any; (iii) historical loss experience; (iv) the average maturity
of its loan portfolio and (v) political and economic conditions in certain
countries of the Region.

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

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

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

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

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

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




                                       18
<PAGE>   20

o        General economic and business conditions affecting the Region;
o        Loan volumes and concentrations;
o        Credit quality trends;
o        Collateral values;
o        Bank regulatory examination results; and
o        Findings of our internal credit examiners

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

         Our methodologies include several features that are intended to reduce
the difference between estimated and actual losses. The loss factors that are
used to establish the allowance for pass-graded loans is designed to be
self-correcting by taking into account changes in loan classification and
permitting adjustments based on management's judgment of significant qualitative
factors as of the evaluation date. Similarly, by basing the pass-graded loan
loss factors on loss experience over the prior year and the last three or five
years, the methodology is designed to take our recent loss experience into
account. The Bank generally operates a commercial banking business, which does
not include significant amounts of pooled loans or loans that are homogeneous in
nature such as residential mortgages or consumer installment loans (these
represent 0.2% of gross loans at both September 30, 2000 and December 31, 1999).

         ALLOCATED TRANSFER RISK RESERVES

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

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




                                       19
<PAGE>   21
         Currently, Ecuador is rated value impaired by ICERC, with a 90% ATTR
requirement for applicable exposures. At September 30, 2000 and December 31,
1999, the Company had aggregate exposure to borrowers located in Ecuador of
approximately $72 million and $78 million, respectively which includes loans of
$58 million at September 30, 2000 and $66 million at December 31, 1999. During
1999, as a result of economic deterioration in Ecuador, the Company restructured
exposures with certain borrowers to improve collectibility prospects. Primarily
as a result of these restructurings, approximately $36.4 million of the
Company's Ecuadorian exposure at December 31, 1999 was subject to the 90% ATRR
requirement. Accordingly, an ATRR of $32.7 million was established during 1999.
During the first nine months of 2000, as a result of temporary delinquencies,
new loans became subject to ATRR, resulting in an additional provision of $8.4
million, including $4.8 million during the third quarter of 2000. At September
30, 2000, approximately 96% of the Company's Ecuadorian exposures were in
compliance with their contractual terms.

         The following table sets forth the composition of the allowance for
credit losses and ATRR as of September 30, 2000 and December 31, 1999:

<TABLE>
<CAPTION>

                                                     September 30, 2000            December 31, 1999
                                                     ------------------            -----------------
<S>                                                      <C>                          <C>
           Allocated:
                Specific (Impaired loans)                $   6,961                    $    6,173
                Formula                                     28,059                        12,033
           Unallocated                                       6,249                         3,205
                                                        ----------                    ----------
           Total allowance for credit losses                41,269                        21,411
           Allocated transfer risk reserve                  41,099                        32,720
                                                        ----------                    ----------
           Total allowance and reserves                   $ 82,368                     $  54,131
                                                        ==========                     =========
</TABLE>


Subsequent to the quarter ended September 30, 2000, management concluded
discussions with the OCC as a result of its ongoing examination and agreed to an
increase in the allowance for credit losses. Management agreed to increases in
certain percentages used in calculating the formula portion of the allowance as
they relate to problem graded assets, including special mention, substandard and
other transfer risk categories. In addition, the amount of problem-graded loans
increased from December 31, 1999 levels. As a result, the formula portion of the
allowance was increased from $12.0 million as of December 31, 1999 to $28.1
million as of September 30, 2000.

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 and ATRR will
prove to be adequate in light of future events and developments.




                                       20
<PAGE>   22
The following table provides certain information with respect to the Company's
allowance for credit losses and ATRR activity for the periods shown.

CREDIT LOSS AND TRANSFER RISK EXPERIENCE
(In thousands)

<TABLE>
<CAPTION>

                                                                                   Nine Months Ended        Year Ended
                                                                                   September 30,2000     December 31,1999
                                                                                   -----------------     ----------------
<S>                                                                                 <C>                   <C>
Balance of allowance for credit losses at
   beginning of period.........................................................     $         21,411      $       12,794
Charge-offs:
Domestic:
   Commercial..................................................................               (9,274)             (3,299)
   Acceptances.................................................................                 (297)                 --
   Installment.................................................................                   --                  (5)
                                                                                    ----------------      --------------
   Total Domestic..............................................................               (9,571)             (3,304)
                                                                                    ----------------      --------------
Foreign:
   Banks and other financial institutions......................................                 (200)             (2,330)
   Commercial and industrial...................................................               (3,693)             (6,216)
                                                                                    ----------------      --------------
   Total Foreign...............................................................               (3,893)             (8,546)
                                                                                    ----------------      --------------
Total charge-offs..............................................................              (13,464)            (11,850)
                                                                                    ----------------      --------------
Recoveries:
Domestic:
   Commercial..................................................................                    2                   4
Foreign:
   Banks and other financial institutions......................................                   70                 163
                                                                                    ----------------      --------------
   Total recoveries............................................................                   72                 167
                                                                                    ----------------      --------------
Net (charge-offs) recoveries...................................................              (13,392)            (11,683)
Provision for credit losses....................................................               33,250              20,300
                                                                                    ----------------      --------------
Balance of allowance for credit losses at end of the period....................     $         41,269      $       21,411
                                                                                    ================      ==============

ATRR at beginning of period....................................................     $         32,720      $           --
Provision for transfer risk....................................................                8,379              32,720
                                                                                    ----------------      --------------
ATRR at end of period..........................................................     $         41,099      $       32,720
                                                                                    ================      ==============

Allowance for credit losses and ATRR at end of period..........................     $         82,368      $       54,131
                                                                                    ================      ==============


Average loans..................................................................     $      1,167,481      $    1,181,865
Total loans....................................................................     $      1,195,280      $    1,138,201
Net charge-offs to average loans...............................................                 1.15%               1.00%
Allowance for credit losses to total loans.....................................                 3.45%               1.88%
Allowance for credit losses and ATRR to total loans............................                 6.89%               4.76%

</TABLE>




                                       21
<PAGE>   23

         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. The increase in both the
domestic and foreign allocations reflects a change in certain variables used in
determining the level of the allowance, as well as a higher level of
problem-graded loans.

ALLOCATION OF ALLOWANCE FOR CREDIT LOSSES AND ALLOCATED TRANSFER RISK RESERVES
(In thousands)

<TABLE>
<CAPTION>

                                                                                   Nine Months Ended       Year Ended
                                                                                   September 30,2000     December 31,1999
                                                                                   -----------------     ----------------
<S>                                                                                 <C>                   <C>
Allocation of the allowance and ATRR by type of loans:
Domestic:
   Commercial..................................................................     $          7,768      $        3,199
   Acceptances.................................................................                  543                 269
   Residential.................................................................                    8                  10
                                                                                    ----------------      --------------
      Total domestic...........................................................                8,319               3,478
                                                                                    ----------------      --------------
Foreign Non-ATRR:
   Banks and other financial institutions......................................                8,327               5,152
   Commercial and industrial...................................................               24,152              11,015
   Acceptances discounted......................................................                  275                 270
   Government and official institutions........................................                  196               1,496
                                                                                    ----------------      --------------
      Total foreign non-ATRR...................................................               32,950              17,933
                                                                                    ----------------      --------------
Foreign ATRR:
   Government and official institutions........................................                7,852               6,035
   Banks and other financial institutions......................................               16,900              19,800
   Commercial and industrial...................................................               16,347               6,885
                                                                                    ----------------      --------------
      Total foreign ATRR.......................................................               41,099              32,720
                                                                                    ----------------      --------------
      Total foreign............................................................               74,049              50,653
                                                                                    ----------------      --------------
Total    ......................................................................     $         82,368      $       54,131
                                                                                    ================      ==============

Percent of loans in each type to total loans:
Domestic:
   Commercial..................................................................                 37.9%               35.4%
   Acceptances discounted......................................................                  6.9%                5.3%
   Residential.................................................................                  0.2%                0.2%
                                                                                    ----------------      --------------
      Total domestic...........................................................                 45.0%               40.9%
                                                                                    ----------------      --------------
Foreign Non-ATRR:
   Banks and other financial institutions......................................                 14.0%               18.1%
   Commercial and industrial...................................................                 30.9%               29.6%
   Acceptances discounted......................................................                  3.5%                5.3%
   Government and official Institutions........................................                  2.8%                2.8%
                                                                                    ----------------      --------------
      Total foreign non-ATRR...................................................                 51.2%               55.8%
                                                                                    ----------------      --------------
Foreign ATRR:
   Government and official institutions........................................                  0.7%                0.6%
   Banks and other financial institutions......................................                  1.6%                2.0%
   Commercial and industrial...................................................                  1.5%                0.7%
                                                                                    ----------------      --------------
      Total foreign ATRR.......................................................                  3.8%                3.3%
                                                                                    ----------------      --------------
      Total foreign............................................................                 55.0%               59.1%
                                                                                    ----------------      --------------
Total    ......................................................................                100.0%              100.0%
                                                                                    ================      ==============

</TABLE>




                                       22
<PAGE>   24
ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES AND ALLOCATED TRANSFER RISK RESERVES
ALLOCATED TO FOREIGN LOANS
(In thousands)

<TABLE>
<CAPTION>
                                                                                   September 30, 2000    December 31, 1999
                                                                                   ------------------    -----------------
<S>                                                                                 <C>                   <C>
Balance, beginning of year.....................................................     $          50,653     $         11,379
Provision for credit losses....................................................                18,840               14,937
Net charge-offs................................................................                (3,823)              (8,383)
Provision for transfer risk....................................................                 8,379               32,720
                                                                                    -----------------     ----------------
Balance, end of period.........................................................     $          74,049     $         50,653
                                                                                    =================     ================

Composition at end of period:
Allowance for credit losses....................................................     $          32,950     $         17,933
Allowance for transfer risk (ATRR).............................................                41,099               32,720
                                                                                    -----------------     ----------------
Total foreign allowances.......................................................     $          74,049     $         50,653
                                                                                    =================     ================
</TABLE>


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

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

NON-PERFORMING LOANS
(In thousands)

<TABLE>
<CAPTION>
                                                                                     September 30, 2000  December 31, 1999
                                                                                     ------------------  -----------------
<S>                                                                                     <C>                <C>
Domestic:
   Non accrual.....................................................................     $      7,247       $       6,995
   Past due over 90 days and accruing..............................................              134                  --
                                                                                        ------------       -------------
      Total domestic nonperforming loans...........................................            7,381               6,995
                                                                                        ------------       -------------
Foreign:
   Non accrual.....................................................................           16,165               9,588
   Past due over 90 days and accruing..............................................            1,284               1,992
                                                                                        ------------       -------------
      Total foreign nonperforming loans............................................           17,449              11,580
                                                                                        ------------       -------------
Total nonperforming loans..........................................................     $     24,830       $      18,575
                                                                                        ============       =============
Total nonperforming loans to total loans...........................................             2.08%               1.66%
Total nonperforming assets to total assets.........................................             1.47%               1.08%

</TABLE>

Total non-performing loans increased from $18.6 million at December 31, 1999 to
$24.8 million at September 30, 2000, or a $6.2 million increase. Total
non-performing loans were impacted by foreign non-performing loans increasing
from $11.6 million to $17.4 million from December 31, 1999 to September 30,
2000, respectively. This increase was largely due to a $6.4 million
reclassification of a non-performing domestic loan to foreign because the
underlying security and primary source of repayment for this obligation was
foreign. Total non-performing loans was also affected by an increase in domestic
non-performing loans. Domestic non-performing loans increased from $7.0 million
at December 31, 1999 to $7.3 million at September 30, 2000. This change of $300
thousand was the result of an increase of $17.5 million in non-performing
domestic loans during the first nine months of 2000 offset by a charge-off
totaling $9.2 million during the third quarter, the collection of a
non-performing loan of $1.7 million and the $6.4 million reclassification of a
domestic non-performing loan to a foreign non-performing loan status. The
substantial increase in non-performing domestic loans during the first six
months was largely attributable to one domestic relationship. Subsequent to
September 30, 2000, approximately $1 million of the foreign loans past due over
90 days and accruing was paid off.





                                       23
<PAGE>   25

At September 30, 2000, the Company had $4.0 million in non-performing investment
securities and other assets compared to no non-performing investment securities
and other assets at December 31, 1999. During the third quarter management
determined that a non-performing investment had an other than temporary decline
in its fair value, therefore a write down of $2.6 million was recorded in
September 30, 2000. This write down was recorded by a decrease in the amortized
cost of the security and charging $2.6 million to operations.

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 $34.0 million and $842 thousand, respectively, at September 30, 2000
compared to $27.8 million and $5.8 million, respectively, at December 31, 1999.
These assets represent a customer's liability to the Company while the Company's
corresponding liability to third parties is reflected on the balance sheet as
"Bankers Acceptances Outstanding" and "Deferred Payment Letters of Credit
Outstanding".

DEPOSITS

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

Total deposits were $1.529 billion at September 30, 2000 compared to $1.536
billion at December 31, 1999. The decrease in deposits during the nine month
period was largely in certificates of deposits under $100,000, which decreased
by $65.8 million. This decrease was offset by increases in certificates of
deposit over $100,000 and overnight funds of $42.1 and $34.7 million,
respectively.

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, 2000:

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............................................   $       107,456            $       12,116     $      119,572
Over 3 through 6 months.........................................            91,818                     1,178             92,996
Over 6 through 12 months........................................           193,015                     7,043            200,058
Over 12 months..................................................            59,220                        --             59,220
                                                                   ---------------            --------------     --------------
Total...........................................................   $       451,509            $       20,337     $      471,846
                                                                   ===============            ==============     ==============
</TABLE>


STOCKHOLDERS' EQUITY

The Company's stockholders' equity at September 30, 2000 was $106.1 million
compared to $113.3 million at December 31, 1999. During this period
stockholders' equity decreased by $7.2 million due to the net loss of $5.3
million for the nine months ended September 30, 2000 and the decline in market
value of the securities available for sale which reduced the accumulated other
comprehensive income by $1.8 million.

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, 2000.
The interest-earning assets and interest-bearing liabilities of the Company and
the related interest rate sensitivity gap given in the following table may not
be reflective of positions in subsequent periods.




                                       24
<PAGE>   26
INTEREST RATE SENSITIVITY REPORT
(Dollars in thousands)

<TABLE>
<CAPTION>

                              0 to 30      31 to 90     91 to 180    181 to 365      1 to 5       Over 5
                               Days          Days          Days         Days          Years        Years         Total
                           ------------   ----------    ---------    ----------     ---------    ---------     ----------
<S>                        <C>            <C>           <C>          <C>            <C>          <C>         <C>
Earning Assets:
Loans...................   $    619,839   $  132,490    $ 134,028    $   99,654     $ 186,565    $  22,704   $  1,195,280
Federal funds sold......         41,718                                                                            41,718
Investment securities...         47,661      107,072       39,694        32,463        23,453       58,579        308,922
Interest earning deposits
    with other banks....         30,466        4,833       45,895        19,500         1,278           --        101,972
                           ------------   ----------    ---------    ----------     ---------    ---------   ------------
Total...................        739,684      244,395      219,617       151,617       211,296       81,283      1,647,892
                           ------------   ----------    ---------    ----------     ---------    ---------   ------------
Funding Sources:
Savings and transaction
    deposits............        114,215           --           --                                                 114,215
Certificates of deposits
     of $100K or more...         42,239       65,217       91,818       193,015        59,220                     451,509
Certificates of deposits
    under $100K.........         68,772      154,355      110,294       278,736       138,839           10        751,006
Other time deposits.....          6,139        5,977        1,178         7,043                                    20,337
Funds overnight.........         98,100                                                                            98,100
Trust preferred securities                                                                          12,650         12,650
                           ------------   ----------    ---------    ----------     ---------    ---------   ------------
Total...................   $    329,465   $  225,549    $ 203,290    $  478,794     $ 198,059    $  12,660   $  1,447,817
                           ============   ==========    =========    ==========     =========    =========   ============
Interest sensitivity gap   $    410,219   $   18,846    $  16,327    $ (327,177)    $  13,237    $  68,623   $    200,075
                           ============   ==========    =========    ==========     =========    =========   ============
Cumulative gap..........   $    410,219   $  429,065    $ 445,392    $  118,215     $ 131,452    $ 200,075
                           ============   ==========    =========    ==========     =========    =========
Cumulative gap as a
    Percentage of
    total earning assets          24.89%       26.04%       27.03%         7.17%         7.98%       12.14%
                           ============   ==========    =========    ==========     =========    =========
</TABLE>



                                       25
<PAGE>   27
LIQUIDITY

Cash and cash equivalents decreased by $19.8 million from December 31, 1999 to
September 30, 2000. During the first nine months of 2000, net cash provided by
operating activities was $86.8 million, net cash used in investing activities
was $99.8 million and net cash used in financing activities was $6.8 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 sale of bankers' acceptances as well as loan participations. The
level and maturity of deposits necessary to support the Company's lending and
investment activities is determined through monitoring loan demand and through
its asset/liability management process. Considerations in managing the Company's
liquidity position include, but are not limited to, scheduled cash flows from
existing assets, contingencies and liabilities, as well as projected liquidity
needs arising from anticipated extensions of credit. Furthermore the liquidity
position is monitored daily by management to maintain a level of liquidity
conducive to efficient operations and is continuously evaluated as part of the
asset/liability management process.

The majority of the Company's deposits are short-term and closely match the
short-term nature of the Company's assets. See "Interest Rate Sensitivity
Report." At September 30, 2000 interest-earning assets maturing or repricing
within six months were $1.204 billion, representing 73.0 percent of total
earning assets. Earning assets maturing or repricing within one year were $1.355
billion or 82.3 percent of total earning assets. The interest bearing
liabilities maturing within six months were $758.3 million or 52.4 percent of
total interest bearing liabilities and maturing within one year were $1.237
billion or 85.5 percent of the total at September 30, 2000.

The short-term nature of the loan portfolio and the fact that a portion of the
loan portfolio consists of bankers' acceptances provides additional liquidity to
the Company. Liquid assets at September 30, 2000 were $317.6 million, 18.4
percent of total assets, and consisted of cash and cash equivalents, interest
earning deposits in other banks and available for sale investment securities
maturing within one year or less that are unpledged. At September 30, 2000 the
Company had been advised of $27 million in available interbank funding.

CAPITAL RESOURCES

The OCC initiated a formal administrative action in February 2000 under Section
8 of the Federal Deposit Insurance Act, which the Bank contested in appropriate
administrative actions within the OCC. On September 8, 2000 the Bank and the OCC
settled the formal administrative action by entering into a cease and desist
order by consent. Among other things, the consent order contains certain
accounting and capital requirements and requires certain reports and filings.
Under applicable regulatory guidelines, the Bank may not appoint new directors
or senior officers without the prior consent of the OCC or accept new, or renew,
"brokered deposits" without the prior approval of the Federal Deposit Insurance
Corporation ("FDIC"). The Bank has received approval from the FDIC for up to
$50,000,000 in "brokered deposits." The Bank does not anticipate that either of
such restrictions will have any material adverse effect on its business or
operations.



                                       26
<PAGE>   28
COMPANY CAPITAL RATIOS
(Dollars in thousands)

<TABLE>
<CAPTION>

                                                       September 30, 2000                    December 31, 1999
                                                ------------------------------      ----------------------------------
                                                    Amount               Ratio         Amount                    Ratio
                                                -------------            -----      --------------               -----
<S>                                             <C>                       <C>       <C>                           <C>
Tier 1 risk-weighted
Capital:
      Actual................................    $     114,094             9.5%      $      119,157                10.3%
      Minimum...............................           48,307             4.0%              46,553                 4.0%
Total risk-weighted
Capital:
      Actual................................          130,021            10.8%             134,111                11.6%
      Minimum...............................           96,614             8.0%              93,106                 8.0%
Leverage:
      Actual................................          114,094             6.7%             119,157                 7.1%
      Minimum...............................           51,158             3.0%              50,685                 3.0%

</TABLE>


BANK CAPITAL RATIOS
(Dollars in thousands)

<TABLE>
<CAPTION>

                                                                     September 30, 2000             December 31, 1999
                                                                 ------------------------       ------------------------
                                                                   Amount           Ratio         Amount          Ratio
                                                                 ----------         -----       ----------        -----
<S>                                                              <C>                 <C>        <C>                <C>
Tier 1 risk-weighted capital:
      Actual.................................................    $  115,386          9.6%       $  114,011         9.9%
      Minimum required by OCC Consent Order .................       120,778         10.0%
      Minimum to be well capitalized.........................        72,467          6.0%           69,289         6.0%
      Minimum to be adequately capitalized...................        48,311          4.0%           46,192         4.0%
Total risk-weighted capital:
      Actual.................................................       131,314         10.9%          128,936        11.2%
      Minimum required by OCC Consent Order..................       144,934         12.0%
      Minimum to be well capitalized.........................       120,778         10.0%          115,481        10.0%
      Minimum to be adequately capitalized...................        96,623          8.0%           92,385         8.0%
Leverage:
      Actual.................................................       115,386          6.8%          114,011         6.7%
      Minimum required by OCC Consent Order..................       118,156          7.0%
      Minimum to be well capitalized.........................        84,397          5.0%           84,571         5.0%
      Minimum to be adequately capitalized...................        67,518          4.0%           67,657         4.0%

</TABLE>

As part of the consent order executed between the Bank and the OCC on September
8, 2000, the Bank is required to maintain minimum capital ratios beyond those of
a "well capitalized" bank as defined by the regulatory agencies. See note 5 to
the interim consolidated financial statements for information on regulatory
developments subsequent to September 30, 2000.




                                       27
<PAGE>   29

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 if the
instrument is payable in a currency other than dollars. The Company generally
does not hold a substantial amount of instruments denominated in currency other
than U.S. dollars. When it does, however, it mitigates this risk by hedging the
currency through forward contracts.

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 in an acceptable risk environment while maximizing its earnings.

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

The Company's asset and liability management process is utilized to manage
interest rate risk through the structuring of balance sheet and off-balance
sheet portfolios. It is the strategy of the Company to maintain as neutral an
interest rate risk position as possible. By utilizing this strategy the Company
"locks in" a spread between interest earning 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.

The Interest Rate Sensitivity Report as of September 30, 2000, located on page
25, shows that interest earning assets maturing or repricing within one year
exceed interest bearing liabilities by $118.2 million. The Company monitors that
the assets and liabilities are closely matched to minimize interest rate risk.

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

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

The Company holds substantially all of its assets in U.S. dollars; therefore the
risk related to changes in foreign exchange rates is minimal. Changes in
exchange rates in the Region would not expose the assets to foreign exchange
risk, since the obligations are to be repaid in dollars. However, the change in
foreign exchange rates could affect the ability of the borrower to repay their
obligation, which would be addressed in the Company's credit risk analysis.
Credit risk analysis related to the Company's assets is discussed in the
Allowance for Credit Losses section.




                                       28
<PAGE>   30
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. It
constitutes the Company's principal source of income. Net interest income
increased to $49.3 million for the nine months ended September 30, 2000 from
$47.3 million for the same period in 1999, a 4.2 percent increase. The increase
was due largely to an increase in average earning assets. Average earning assets
increased to $1.632 billion for the nine months ended September 30, 2000 from
$1.500 billion for the same period in 1999, a 8.8 percent increase. Average
loans decreased slightly to $1.167 billion for the nine months ended September
30, 2000 from $1.160 billion for the same period in 1999. This was due primarily
to the reclassification of foreign debt securities from loans to available for
sale. Management changed its original intent to hold these securities to
maturity and approximately $123 million in foreign debt securities were
reclassified to investments available for sale at December 31, 1999. The overall
increase in loans was largely attributable to domestic loan growth. Net interest
margin decreased to 3.99 percent for the nine months ended September 30, 2000
from 4.22 percent for the same period in 1999, primarily due to higher funding
costs.

Interest income increased to $114.6 million for the nine months ended September
30, 2000 from $101.0 million for the same period in 1999, a 13.4 percent
increase, reflecting the increase in average earning assets as well as an
increase in prevailing interest rates. Interest expense increased to $65.2
million for the nine months ended September 30, 2000 from $53.7 million for the
same period in 1999, a 21.6 percent increase. Cost of deposits increased 65
basis points from 5.21% for the nine months ended September 30, 1999 to 5.86% in
2000. This was caused primarily by rising rates in the Florida certificate of
deposit market as a result of rising interest rates in the United States during
the past twelve months. Average interest-bearing deposits increased to $1.441
billion for the nine months ended September 30, 2000 from $1.331 billion for the
same period in 1999, an 8.2 percent increase. The growth in deposits was
primarily a result of the Company seeking additional deposits to fund asset
growth.




                                       29
<PAGE>   31
                           YIELDS EARNED AND RATE PAID

<TABLE>
<CAPTION>

                                                              For the Nine Months Ended
                                       ---------------------------------------------------------------------------------
                                                   September 30, 2000                        September 30, 1999
                                       ------------------------------------    -----------------------------------------
                                         Average        Revenue/     Yield/       Average        Revenue/        Yield/
                                         Balance        Expense       Rate        Balance         Expense         Rate
                                       -----------     ---------    -------    ------------     ----------      --------
<S>                                    <C>             <C>             <C>     <C>              <C>                 <C>
TOTAL EARNING ASSETS
LOANS:
    Commercial loans................   $ 1,042,993     $  76,288       9.77%   $  1,038,332     $   72,983          9.40%
    Acceptances Discounted..........       114,013         8,422       9.71%        110,611          7,417          8.84%
    Overdraft.......................         8,389         1,199      18.78%          8,022          1,347         22.14%
    Mortgage loans..................         2,086           126       7.94%          3,194            160          6.61%
                                       -----------     ---------               ------------     ----------
TOTAL LOANS.........................     1,167,481        86,035       9.84%      1,160,159         81,907          9.44%
                                       -----------     ---------               ------------     ----------
Time Deposit with Banks.............       143,042        10,162       9.33%        171,931         11,522          8.84%
Investments.........................       273,235        16,107       7.75%        138,699          6,469          6.15%
Federal funds sold..................        48,515         2,249       6.09%         29,659          1,104          4.91%
                                       -----------     ---------    -------    ------------     ----------      --------
      Total Investments and Time
          Deposits with Banks.......       464,792        28,518       8.06%        340,289         19,095          7.40%
                                       -----------     ---------               ------------     ----------
Total Interest Earning assets.......     1,632,243       114,553       9.27%      1,500,448        101,002          9.00%
                                                       ---------    -------                     ----------      --------
Total non interest earning assets...        70,269                                   98,262
                                       -----------                             ------------
TOTAL ASSETS........................   $ 1,702,542                             $  1,598,700
                                       ===========                             ============

INTEREST BEARING LIABILITIES
DEPOSITS:
    NOW and savings accounts........   $    21,660           400       2.43%   $     23,398            425          2.40%
    Money Market....................        44,650         2,008       5.91%         44,081          1,558          4.66%
    Presidential Money Market.......        69,427         2,961       5.60%         38,797          1,391          4.73%
    Certificate of Deposits
      (including IRA)...............     1,203,968        54,628        5.96%     1,126,761         45,750          5.35%
    Time Deposits with Banks (IBF)..       101,043         4,297       5.59%         98,129          3,434          4.61%
                                       -----------     ---------    -------    ------------     ----------      --------
TOTAL DEPOSITS......................     1,440,748        64,294       5.86%      1,331,166         52,558          5.21%
Trust preferred securities..........        12,650           925       9.75%         12,565            923          9.69%
Federal Funds Purchased.............            47             2       6.57%          1,813            104          5.20%
Other Borrowings....................            --            --         --%          1,876             74          7.56%
                                       -----------     ---------    -------    ------------     ----------      --------
Total interest bearing liabilities..     1,453,445        65,221       5.90%      1,347,420         53,659          5.25%
                                       -----------     ---------    -------    ------------     ----------      --------
Non interest bearing liabilities
    Demand Deposits.................        76,547                                   75,097
    Other Liabilities...............        56,670                                   63,573
                                       -----------                             ------------
Total non interest bearing liabilities     133,217                                  138,670
Stockholders' equity................       115,880                                  112,610
                                       -----------                             ------------
TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY............   $ 1,702,542                             $  1,598,700
                                       ===========                             ============
NET INTEREST INCOME/NET INTEREST
    SPREAD..........................                   $  49,332       3.37%                    $  47,343           3.75%
                                                       =========    =======                     =========       ========
MARGIN
INTEREST INCOME/INTEREST
    EARNING ASSETS..................                                   9.27%                                        9.00%
INTEREST EXPENSE/INTEREST
    EARNING ASSETS..................                                   5.28%                                        4.78%
                                                                    -------                                     --------
      NET INTEREST MARGIN...........                                   3.99%                                        4.22%
                                                                    =======                                     ========
</TABLE>



                                       30
<PAGE>   32
PROVISION FOR CREDIT LOSSES AND TRANSFER RISK

The Company's provision for credit losses increased to $33.3 for the nine months
ended September 30, 2000 from $17.7 million for the same period in 1999. The
provision was affected by several factors including loan charge-offs of $13.5
million for the period, of which a substantial amount was related to one
domestic credit relationship. The provision and charge-offs for the nine month
period resulted in the allowance for credit losses increasing from $21.4 million
at December 31, 1999 to $41.3 million as of September 30, 2000, a 93% increase.
The allowance for credit losses was deemed to be adequate based on various
methodologies utilized by the Company in estimating the adequacy of the
allowance for loan losses. The level of the allowance is impacted by several
factors, including loan growth, the level of criticized assets and changes in
the loan portfolio composition. In addition to the previously mentioned factors,
the payoff of certain criticized loans resulted in a shift from specific
reserves to general reserves.

The Company's provision for transfer risk decreased from $32.0 million for the
first nine months of 1999 to $8.4 million for the first nine months of 2000. The
decrease was the result of a lower amount of Ecuadorian exposure becoming
initially subject to ATRR requirements in the 2000 period compared to 1999. See
"Allocated Transfer Risk Reserves" on page 19 for more discussion of ATRR.

NON-INTEREST INCOME

Non-interest income increased to $11.5 million for the nine months ended
September 30, 2000 from $10.9 million for the same period in 1999. The increase
was largely due to an increase in gain on sale of assets of $5.9 million, offset
by a $2.6 million writedown of a foreign debt security due to decline in market
value deemed other than temporary. These sales involved thirteen securities
aggregating $57.4 million, ten of which were foreign debt securities previously
written down. This increase was offset by a decrease in trade finance fees and
commissions, of $1.5 million, and a decrease in structuring and syndication fees
of $1.3 million.

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,
                                                                           --------------------------------------------
                                                                                           1999 to 2000
                                                                             2000         Percent Change        1999
                                                                           ---------      --------------      ---------
<S>                                                                        <C>                     <C>        <C>
Trade finance fees and commissions....................................     $   6,167              (19.3)%     $   7,638
Structuring and syndication fees......................................            25              (98.2)%         1,361
Customer service fees.................................................         1,212                6.7%          1,136
Net gain on sale of assets............................................         3,808              920.9%            373
Other.................................................................           281               19.1%            236
                                                                           ---------       ------------       ---------
Total non-interest income.............................................     $  11,493                7.0%      $  10,744
                                                                           =========       ============       =========
</TABLE>

OPERATING EXPENSES

Operating expenses increased to $33.0 million for the nine months ended
September 30, 2000 from $21.7 million for the same period in 1999, a 39.8
percent increase. During the quarter the Company recorded legal reserves of $4.5
million as discussed below. Lastly, other losses and charge-offs increased to
$2.4 million largely as a result of a write off of a receivable. This
miscellaneous receivable represented $1.7 million due for structuring and
syndication services provided by the Bank of which the customer had made a
partial payment. A dispute arose between the Bank and the client regarding the
balance owed, which was settled and resulted in a write-off of $1.0 million.

In May 2000, a judge granted monetary bankruptcy preference damages against the
Company of approximately $2.4 million. This judgment arose from an action filed
against the Company in January 1998 objecting to the Company's proof of claim in
a Chapter 11 bankruptcy proceeding involving a former borrower, and seeking




                                       31
<PAGE>   33

damages against the Company in excess of $34 million for alleged involvement
with former officers and directors of the former borrower. The Company believes
the claims are without merit and is vigorously defending the action. Both the
Company and the bankruptcy trustee have appealed the judge's decision. The
Company estimates the loss associated with this matter could range from $0,
should it prevail in its appeal, to the full amount of the judgment of $2.4
million. Based on counsel's assessment of this matter, an estimated loss of
$600,000 was included in operating expenses in the consolidated financial
statements as of and for the three months ended June 30, 2000. During the third
quarter, counsel determined that recovery of amounts of the judgement from
participating lenders was not probable, and the Company increased its accrual to
$2.4 million, representing the full amount of the judgement. In addition, during
the third quarter, the Company accrued $1.9 million, representing the full
amount of a separate judgment against the Bank. The Company is vigorously
contesting both matters. See Note 5 to the consolidated financial statements.

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,
                                                                          ----------------------------------------------
                                                                                            1999 to 2000
                                                                             2000          Percent Change       1999
                                                                          -----------      --------------    -----------
<S>                                                                       <C>                  <C>           <C>
Employee compensation and benefits....................................    $    10,132             3.7%       $     9,769
Occupancy and equipment...............................................          3,670            17.8%             3,115
Legal Expenses........................................................          1,918           -10.6%             2,146
Legal Reserves........................................................          4,524           100.0%                --
Other losses & charge-offs............................................          2,498           114.2%             1,166
Other operating expenses..............................................          7,602            37.9%             5,512
                                                                          -----------        --------        -----------
Total operating expenses..............................................    $    30,344            39.8%       $    21,708
                                                                          ===========        ========        ===========

</TABLE>

RESULTS OF OPERATIONS - THIRD QUARTER

Net interest income decreased to $16.4 million for the quarter ended September
30, 2000 from $17.4 million for the same period in 1999, a 5.7 percent decrease.
This decrease was primarily due to a higher cost of funds during the period,
primarily a 108 basis point increase in cost of funds partly offset by a 28
basis point increase in the rate on interest earning assets. Interest income
increased to $39.4 from $35.3 million for the quarter ended September 30, 2000
and 1999, respectively, an 11.5% increase. This increase was due to growth in
interest earning assets coupled with an increase in the yield earned on these
assets. The US bank prime rate increased 125 basis points in the last twelve
months. This prime rate increase was a factor in driving the asset yield 28
basis points higher. Cost of funds increased to 6.28% for the quarter ended
September 30, 2000 from 5.20% for the same quarter last year. The increase in
cost of interest bearing deposits of almost 100 basis points is attributable to
higher rates paid on certificates of deposit in the Florida market. All these
factors resulted in a reduction in the net interest margin of 59 basis points,
to 3.99 percent for the quarter ended September 30, 2000 from 4.58 percent for
the quarter ended September 30, 1999.



                                       32
<PAGE>   34
                           YIELDS EARNED AND RATE PAID


<TABLE>
<CAPTION>
                                                                    For the Quarter Ended
                                       ---------------------------------------------------------------------------------
                                                  September 30, 2000                       September 30, 1999
                                       ------------------------------------    -----------------------------------------
                                         Average        Revenue/     Yield/        Average        Revenue/        Yield/
                                         Balance         Expense      Rate         Balance         Expense         Rate
                                       ------------    ----------    -----     -------------    -----------       -----
<S>                                    <C>             <C>            <C>      <C>              <C>                 <C>
TOTAL EARNING ASSETS
LOANS:
    Commercial loans................   $  1,012,294    $   25,751     10.17%   $   1,063,169    $    25,746         9.61%
    Acceptances Discounted..........        113,907         2,967     10.19%         105,365          2,386         8.86%
    Overdraft.......................         10,197           339     13.01%           5,564            362        25.46%
    Mortgage loans..................          2,043            41      7.85%           2,178             44         7.91%
                                       ------------    ----------              -------------    -----------
TOTAL LOANS.........................      1,138,441        29,098     10.16%       1,176,276         28,538         9.63%
                                       ------------    ----------              -------------    -----------
Time Deposit with Banks.............        123,024         2,884      9.17%         197,848          4,527         8.95%
Investments.........................        334,467         6,641      7.36%         117,281          1,970         6.57%
Federal funds sold..................         43,327           731      6.60%          19,615            255         5.09%
                                       ------------    ----------              -------------    -----------
      Total Investments and Time
          Deposit with Banks........        500,818        10,256      7.73%         334,744          6,752         7.89%
                                       ------------    ----------                               -----------
      Total Interest Earning assets.      1,639,259        39,354      9.55%       1,511,020         35,290         9.27%
                                                       ----------                               -----------
Total non interest earning assets...         67,528                                   69,518
                                       ------------                            -------------
TOTAL ASSETS........................   $  1,706,787                            $   1,580,538
                                       ============                            =============
INTEREST BEARING LIABILITIES
DEPOSITS:
    NOW and savings accounts........   $     21,153           134      2.48%   $      24,661            154         2.44%
    Money Market....................         44,320           698      6.16%          42,743            529         4.84%
    Presidential Money Market.......         71,106         1,040      5.72%          49,969            602         4.71%
    Certificate of Deposits
      (including IRA)...............      1,177,721        18,834      6.26%       1,134,810         15,306         5.28%

    Time Deposits with Banks (IBF)
      and Other.....................        127,775         1,933      5.92%          79,309            953         4.70%
                                       ------------    ----------              -------------    -----------
TOTAL DEPOSITS......................      1,442,075        22,639      6.14%       1,331,492         17,544         5.16%
Trust preferred securities..........         12,650           308      9.74%          12,650            308         9.74%
Federal Funds Purchased.............             87             1      6.60%              --             --           --%
Other Borrowings....................             --            --        --%           2,391             33         5.40%
                                       ------------    ----------              -------------    -----------
Total interest bearing liabilities..      1,454,812        22,948      6.28%       1,346,533         17,885         5.20%
                                       ------------    ----------              -------------    -----------
Non interest bearing liabilities
    Demand Deposits.................         73,610                                   77,370
    Other Liabilities...............         57,844                                   50,650
                                       ------------                            -------------
Total non interest bearing liabilities      131,454                                  128,020
Stockholders' equity................        120,521                                  105,985
                                       ------------                            -------------
TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY............   $  1,706,787                            $   1,580,538
                                       ============                            =============

NET INTEREST INCOME/NET INTEREST
    SPREAD .........................                   $   16,406      3.27%                    $    17,405         4.07%
                                                       ==========    ======                     ===========     ========

MARGIN
INTEREST INCOME/INTEREST
    EARNING ASSETS..................                                   9.55%                                        9.27%
INTEREST EXPENSE/INTEREST
    EARNING ASSETS..................                                   5.56%                                        4.69%
                                                                     ------                                     --------
    NET INTEREST MARGIN.............                                   3.99%                                        4.58%
                                                                     ======                                     ========
</TABLE>





                                       33
<PAGE>   35
PROVISION FOR CREDIT LOSSES AND TRANSFER RISK

The Company's provision for credit losses increased to $32.5 for the three
months ended September 30, 2000 from $15.0 million for the same period in 1999.
The provision was impacted by several factors including loan charge-offs of
$11.5 million for the period, of which a substantial amount was related to one
domestic credit relationship. The provision and charge-offs for the three month
period resulted in the allowance for credit losses increasing from $20.2 million
at June 2000 to $41.3 million as of September 30, 2000, a 104% increase. The
allowance for loan losses was deemed to be adequate based on various
methodologies utilized by the Company in estimating the adequacy of the
allowance for loan losses which are impacted by several factors including loan
growth, the level of criticized assets and changes in the loan portfolio
composition.

The Company's provision for ATRR increased from $803,000 for the third quarter
of 1999 $4.8 million for the same period of 2000. The increase was the result of
a higher amount of Ecuadorian exposure becoming initially subject to ATRR
requirements in the 2000 period compared to 1999. See "Allocated Transfer Risk
Reserves" on page 19 for more discussion of ATRR.

NON-INTEREST INCOME

Non-interest income decreased to $3.5 million for the three months ended
September 30, 2000 from $3.7 million for the same period in 1999. The decrease
was largely due to a decrease in trade finance fees and commissions, which
decreased by $599 thousand and structuring and syndication fees, which decreased
by $498,000. Decreases in trade finance fees and structuring and syndication
activities were affected by the slower than expected recovery of the economies
in the Region coupled with an increase in domestic business which is not as fee
intensive. In addition, the Company had net gains on asset sales of $1.1
million, composed of gross gains of $3.4 million from the sale of foreign debt
securities previously written down, offset by a writedown of $2.6 million
related to an other than temporary decline in value of a foreign debt security.

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,
                                                                          ----------------------------------------------
                                                                                           1999 to 2000
                                                                             2000         Percent Change        1999
                                                                          -----------     --------------     -----------
<S>                                                                       <C>                    <C>         <C>
Trade finance fees and commissions....................................    $     1,882           -24.1%       $     2,481
Structuring and syndication fees......................................             23           -95.6%               521
Customer service fees.................................................            363             0.0%               363
Net gain on sale of assets............................................          1,116           222.5%               346
Other.................................................................            101            60.3%                63
                                                                          -----------        --------        -----------
Total non-interest income.............................................    $     3,485            -6.9%       $     3,744
                                                                          ===========        ========        ===========
</TABLE>




OPERATING EXPENSES

Operating expenses increased to $13.2 million for the quarter ended September
30, 2000 from $7.3 million for the same period in 1999. The Company recorded
legal reserves relating to two judgments, which the Company is appealing.
Following the guidance of SFAS 5 and based on the conclusions reached by the
Company's legal counsel, management determined that it was probable that an
additional $3.9 million loss could occur in the future. The additional reserves
recorded in the third quarter increases the recorded loss to the full amount of
the associated judgments. See Note 5 to the consolidated financial statements.





                                       34
<PAGE>   36

OPERATING EXPENSES
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                             For the Three Months Ended September 30,
                                                                          ----------------------------------------------
                                                                                           1999 to 2000
                                                                             2000         Percent Change        1999
                                                                          -----------     --------------     -----------
<S>                                                                       <C>                     <C>        <C>
Employee compensation and benefits....................................    $     3,514             7.9%       $     3,258
Occupancy and equipment...............................................          1,217             8.9%             1,118
Legal Reserves........................................................          3,924           100.0%                --
Other operating expenses..............................................          4,554            55.3%             2,932
                                                                          -----------        --------        -----------
Total operating expenses..............................................    $    13,209            80.7%       $     7,308
                                                                          ===========        ========        ===========

</TABLE>




                                       35
<PAGE>   37
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: May 30, 2001                     Hamilton Bancorp Inc.



                                       /s/ J. Carlos Bernace
                                       -----------------------------------------
                                       J. Carlos Bernace,
                                       EXECUTIVE VICE PRESIDENT



                                       /s/ Lucious T. Harris
                                       -----------------------------------------
                                       Lucious T. Harris,
                                       EXECUTIVE VICE PRESIDENT AND CHIEF
                                       FINANCIAL OFFICER





                                       36
<PAGE>   38

Exhibit 1 of the Registrant's Form 10-Q for the quarterly period ended September
30, 2000 is hereby amended to read as follows:

EXHIBIT 1

                     HAMILTON BANCORP INC. AND SUBSIDIARIES
                          CALCULATION OF LOSS PER SHARE
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>

                                                               As Restated,                             As Restated,
                                                                see Note 4                               see Note 4
                                                     ---------------------------------         ---------------------------------
                                                             Three Months Ended                       Nine Months Ended
                                                                September 30,                            September 30,
                                                     ---------------------------------         ---------------------------------
                                                         2000                1999                  2000                1999
                                                     ------------         ------------         ------------         ------------
<S>                                                  <C>                  <C>                  <C>                  <C>
Basic:
Weighted average number of common
   shares outstanding .......................          10,081,147           10,076,147           10,081,147           10,066,107
Net Loss ....................................        $    (17,874)        $     (1,240)        $     (5,337)        $     (8,363)
Basic loss per share ........................        $      (1.77)        $      (0.12)        $      (0.53)        $      (0.83)

Diluted:
Weighted average number of common
   shares outstanding .......................          10,081,147           10,076,147           10,081,147           10,066,107
Potential common shares outstanding - options             138,531              208,003              142,685              212,240
Total common and potential common
   shares outstanding .......................          10,219,678           10,284,150           10,223,832           10,278,347
Net loss ....................................        $    (17,874)        $     (1,240)        $     (5,337)        $     (8,363)
Diluted loss per share ......................        $      (1.77)        $      (0.12)        $      (0.53)        $      (0.83)

</TABLE>





                                       37