8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)     October 28, 2011

Hampton Roads Bankshares, Inc.
(Exact name of registrant as specified in its charter)
Virginia	001-32968	54-2053718
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
999 Waterside Drive, Suite 200, Norfolk, Virginia 23510
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (757) 217-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 2.02.  Results of Operations and Financial Condition.

Hampton Roads Bankshares, Inc. (the “Company”), the holding company for Bank of Hampton Roads and Shore Bank, issued a press release today regarding financial results for the third quarter of 2011, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Use of Non-GAAP Financial Measures.

Certain measures provided in the press release attached as Exhibit 99.1 may be deemed to be non-GAAP financial measures.  Tangible common equity to tangible assets ratio is not a measure recognized under U.S. generally accepted accounting principles (“GAAP”) and, therefore, is considered a non-GAAP financial measure.  The most comparable GAAP measure is the ratio of total common shareholders’ equity to total assets.

Management uses this non-GAAP financial measure to assess the strength of the Company’s capital position.  The Company believes that this non-GAAP financial measure provides meaningful additional information about the Company to assist investors in evaluating the Company’s financial strength and capitalization.  The tangible common equity to tangible assets ratio is used by management and investment analysts to assess the strength of the Company’s capital position absent the effects of intangible assets.  Management, banking regulators and many stock analysts use the tangible common equity ratio in conjunction with more traditional bank capital ratios to compare the capital adequacy of banking organizations with significant amounts of intangible assets.

Below is a reconciliation of this non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.

Non-GAAP Measurement

(From Press Release)

September 30, 2011

	As of			As of			As of			As of
(in thousands)	September 30, 2011			June 30, 2011			March 31, 2011			September 30, 2010
Total assets	$	2,438,691		$	2,597,385		$	2,717,383		$	3,067,572
Less:  intangible assets		4,130			9,884			10,371			11,353
Tangible assets		2,434,561			2,587,501			2,707,012			3,056,219
Total shareholders' equity		135,670			161,646			159,863			168,543
Less:  intangible assets		4,130			9,884			10,371			11,353
Common shareholders' equity - tangible		131,540			151,762			149,492			157,190
Tangible common equity to tangible assets		5.40	%		5.87	%		5.52	%		5.14	%
Total common shareholders' equity to total assets		5.56	%		6.22	%		5.88	%		5.49	%

Item 7.01  Regulation FD Disclosure.

As noted in Item 2.02, the Company issued a press release regarding its financial results, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 2.02 above and this Item 7.01, including that which is incorporated by reference, is being furnished to the Securities and Exchange Commission (the “SEC”).  Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.  The information shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01  Financial Statements and Exhibits.

Ex. 99.1 Press Release, dated October 28, 2011, announcing Hampton Roads Bankshares, Inc.’s third quarter financial results.

Caution About Forward-Looking Statements.

Certain statements made herein and in the attached earnings press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about events or results or otherwise are not statements of historical facts, such as statements about exiting problem assets and returning the Company to profitability.  Although the Company believes that its expectations with respect to such forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance the Company will be able to exit its problem assets or return to profitability or that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.  Factors that could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to those described in the cautionary language included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as amended, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011, and other filings made with the SEC.

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 hereunto duly authorized.

	Hampton Roads Bankshares, Inc.
Date:    October 28, 2011	By:	/s/ Douglas J. Glenn
		Douglas J. Glenn
		Interim President and Chief Executive Officer,
		Executive Vice President, General Counsel and Chief Operating Officer

EXHIBIT INDEX

Exhibit No.	Description
Ex. 99.1	Press Release, dated October 28, 2011, announcing Hampton Roads Bankshares, Inc.’s third quarter financial results.

EX-99.1

Exhibit 99.1

         October 28, 2011

Contact:	Stephen P. Theobald
	Executive Vice President, Chief Financial Officer
	(757) 217-1000

Hampton Roads Bankshares Announces Third Quarter Financial Results

Net loss in the quarter of $26.7 million

· Net interest margin remained stable at 3.19%

· Provision expense increased slightly to $17.7 million

· $11.1 million decline in nonperforming assets during the quarter

Norfolk, Virginia  (October 28, 2011):  Hampton Roads Bankshares, Inc. (the “Company”) (Nasdaq:  HMPR), the holding company of Bank of Hampton Roads and Shore Bank, today announced financial results for the third quarter of 2011.  The Company reported a net loss of $26.7 million for the quarter, compared to net income available to common shareholders of $30.0 million for the third quarter of 2010 and compared to a net loss of $18.8 million in the second quarter of 2011.  Net income available to common shareholders for the third quarter of 2010 was positively impacted by the conversion of the Company’s preferred stock into common stock during that quarter.  Excluding the positive impact of the conversion, the Company would have reported a net loss of $84.9 million for the third quarter of 2010.

Net interest income for the third quarter of 2011 was $17.6 million, down from the prior quarter as earning assets declined during the quarter, primarily in the loan portfolio. Net interest margin in the third quarter remained steady at 3.19% as lower funding costs offset declines in asset yields during the quarter.

Provision expense for the third quarter was $17.7 million, up slightly from $14.7 million in the previous quarter and down significantly from the $83.7 million of provision expense in the prior year quarter.  In addition, the Company reported a decline of $11.1 million in nonperforming assets during the third quarter, marking the fourth straight quarterly decline in nonperforming assets.

Noninterest income was ($0.2) million during the third quarter, down from $3.4 million in the second quarter of 2011 due to increased losses and impairments on foreclosed real estate, offset by realized gains on the sale of investment securities and a realized gain on the sale of the Company’s insurance agency, which was completed during the quarter.  Mortgage revenue increased during the quarter from $1.9 million in the second quarter to $2.7 million in the third quarter due to increased origination volumes.  The mortgage business returned to profitability during the quarter as a result of the increased originations and reductions in operating expenses associated with the business.  Noninterest income in the prior year quarter was $5.96 million, reflecting the relatively lower level of foreclosed assets at that time and the higher mortgage origination volumes experienced during the third quarter of 2010.

Noninterest expense decreased during the quarter, from $25.6 million to $24.1 million due primarily to lower salary and benefit costs, reduced occupancy costs and lower FDIC insurance costs, offset partially by increases in data processing and equipment expenses associated with the planned consolidation of the separate technology platforms of Shore Bank and Bank of Hampton Roads.  The reduction in salary and benefit costs is a result of the Company’s continued focus on reducing costs through the consolidation of selected branches, driving efficiencies in its businesses and the sale of the insurance agency during the quarter.

“Reducing our portfolio of problem assets remains our number one focus and we continue to make slow but steady progress towards that goal” said Douglas Glenn, Interim President and Chief Executive Officer.  “In the meantime, our focus on efficiency and balance sheet management has enabled us to reduce interest and noninterest costs, driving profitability for the quarter in our mortgage operations and at Shore Bank.  We will continue to manage our business for the long term benefit of our shareholders.”

As of September 30, 2011, total assets were $2.44 billion, down from $2.60 billion at June 30, 2011.  During the quarter, loans outstanding declined from $1.71 billion to $1.63 billion as a result of limited origination activity, resolutions of problem loans and charge-offs.  Total deposits declined during the quarter to $2.04 billion from $2.16 billion at June 30, 2011 as the Company continued to reduce its excess cash position.

During the quarter, nonperforming assets declined to $236.9 million from $248.0 million at June 30, 2011.  Nonperforming assets represented 9.72% of total assets at September 30, 2011, up slightly from 9.55% of total assets at June 30, 2011 as total assets declined at a faster pace than total nonperforming assets.

Caution About Forward-Looking Statements

Certain statements made in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about events or results or otherwise are not statements of historical facts, such as statements about the Company’s strategic plan, including branch consolidation and sales of branches, and returning the Company to profitability.  Although the Company believes that its expectations with respect to such forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from those expressed or implied by such forward-looking statements.  Factors that could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to those described in the cautionary language included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as amended, Quarterly Report on Form 10-Q for the quarter ended March 31, 2011and other filings made with the SEC.

About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia.  The Company’s primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961 (the “Banks”).  The Banks engage in general community and commercial banking business, targeting the needs of individuals and small to medium-sized businesses.  Currently, Bank of Hampton Roads operates banking offices in Virginia and North Carolina doing business as Bank of Hampton Roads and Gateway Bank & Trust Co.  Shore Bank serves the Eastern Shore of Maryland and Virginia through seven banking offices, ATMs and a recently opened loan production office in West Ocean City, Maryland. Through various affiliates, the Banks also offer mortgage banking services and investment products.  Shares of the Company’s common stock are traded on the NASDAQ Global Select Market under the symbol “HMPR.”  Additional information about the Company and its subsidiaries can be found at www.hamptonroadsbanksharesinc.com.

Use of Non-GAAP Financial Measures

This earnings press release contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding our results of operations or financial position.  Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in the Form 8-K filed related to this release.  The Form 8-K can be found on the SEC’s EDGAR website at www.sec.gov or our website at www.hamptonroadsbanksharesinc.com.

Hampton Roads Bankshares, Inc.
Financial Highlights
Unaudited
(in thousands, except per share data)
	Nine months ended
Operating Results	September 30, 2011			September 30, 2010
Interest income	$	77,915		$	93,616
Interest expense		23,904			36,043
Net interest income		54,011			57,573
Provision for loan losses		53,733			183,935
Noninterest income		5,337			16,887
Noninterest expense		80,281			68,814
Income tax expense (benefit)		2,154			(2,219	)
Net loss		(76,820	)		(176,070	)
Minority Interest		382			583
Preferred stock dividend and accretion of discount		-			(112,114	)
Net loss available to common shareholders		(77,202	)		(64,539	)
Per Share Data
Loss per share:
Basic	$	(2.28	)	$	(65.73	)
Diluted		(2.28	)		(65.73	)
Common dividends declared		-			-
Book value per common share		3.93			6.14
Book value per common share - tangible		3.81			5.72
Balance Sheet at Period-End
Total assets	$	2,438,691		$	3,067,572
Gross loans		1,625,107			2,101,085
Allowance for loan losses		83,036			163,253
Total securities		300,271			190,159
Intangible assets		4,130			11,353
Total deposits		2,044,395			2,593,110
Total borrowings		236,529			268,872
Shareholders' equity		135,670			168,543
Shareholders' equity - tangible		131,540			157,190
Common shareholders' equity		135,670			168,543
Common shareholders' equity - tangible		131,540			157,190
Daily Averages
Total assets	$	2,654,697		$	2,877,488
Gross loans		1,800,540			2,330,553
Total securities		347,613			202,703
Intangible assets		9,546			12,131
Total deposits		2,212,171			2,561,293
Total borrowings		253,419			275,212
Shareholders' equity		166,017			17,171
Shareholders' equity - tangible		156,471			5,040
Common shareholders' equity		166,017			(117,834	)
Common shareholders' equity - tangible		156,471			(129,965	)
Interest-earning assets		2,302,404			2,481,969
Interest-bearing liabilities		2,235,116			2,590,634
Financial Ratios	September 30, 2011			September 30, 2010
Return on average assets		-3.89	%		-3.00	%
Return on average common equity		-62.17	%		73.23	%
Return on average common equity - tangible		-65.97	%		66.39	%
Net interest margin		3.14	%		3.10	%
Efficiency ratio		141.63	%		93.00	%
Tangible common equity to tangible assets		5.40	%		5.14	%
Allowance for Loan Losses
Beginning balance	$	157,253		$	132,697
Provision for losses		53,733			183,935
Charge-offs		(131,900	)		(157,634	)
Recoveries		3,950			4,255
Ending balance		83,036			163,253
Nonperforming Assets at Period-End
Nonaccrual loans - ASC 310-30 (1)	$	7,736		$	31,203
Nonaccrual loans - all other		156,080			295,707
Total nonaccrual loans		163,816			326,910
Loans 90 days past due and still accruing interest		6,000			-
Repossessed assets		67,107			38,584
Total nonperforming assets		236,923			365,494
Asset Quality Ratios
Annualized net (chargeoffs) recoveries to average loans		-9.50	%		-8.80	%
Nonperforming loans to total loans		10.45	%		15.56	%
Nonperforming assets to total assets		9.72	%		11.91	%
Allowance for loan losses to total loans		5.11	%		7.77	%
Composition of Loan Portfolio at Period-End	September 30, 2011			September 30, 2010
Commercial	$	258,759		$	317,554
Construction		318,805			560,173
Real-estate commercial		585,825			677,829
Real-estate residential		434,117			511,201
Installment		27,781			34,718
Deferred loan fees and related costs		(180	)		(390	)
Total loans		1,625,107			2,101,085
(1) Represents acquired loans which were recorded at their
estimated present values at the acquisition date, in accordance
with ASC 310-30

Hampton Roads Bankshares, Inc.
Financial Highlights
Unaudited
(in thousands, except per share data)
Operating Results		Q3 2011			Q2 2011			Q1 2011			Q3 2010
Interest income	$	24,449		$	26,283		$	27,183		$	29,496
Interest expense		6,897			8,048			8,959			11,553
Net interest income		17,552			18,235			18,224			17,943
Provision for loan losses		17,679			14,740			21,314			83,684
Noninterest income		(171	)		3,383			2,125			5,955
Noninterest expense		24,086			25,553			30,642			24,779
Income tax expense (benefit)		2,110			-			44			(85	)
Net (income) loss		(26,494	)		(18,675	)		(31,651	)		(84,480	)
Minority Interest		247			118			17			413
Preferred stock dividend and accretion of discount		-			-			-			(114,912	)
Net income (loss) available to common shareholders		(26,741	)		(18,793	)		(31,668	)		30,019
Per Share Data
Earnings (loss) per share:
Basic	$	(0.77	)	$	(0.56	)	$	(0.95	)	$	25.57
Diluted		(0.77	)		(0.56	)		(0.95	)		25.40
Common dividends declared		-			-			-			-
Book value per common share		3.93			4.68			4.79			6.14
Book value per common share - tangible		3.81			4.39			4.48			5.72
Balance Sheet at Period-End
Total assets	$	2,438,691		$	2,597,385		$	2,717,383		$	3,067,572
Gross loans		1,625,107			1,712,547			1,806,447			2,101,085
Allowance for loan losses		83,036			94,595			109,990			163,253
Total securities		300,271			330,113			373,267			190,159
Intangible assets		4,130			9,884			10,371			11,353
Total deposits		2,044,395			2,160,652			2,271,002			2,593,110
Total borrowings		236,529			251,917			262,562			268,872
Shareholders' equity		135,670			161,646			159,863			168,543
Shareholders' equity - tangible		131,540			151,762			149,492			157,190
Common shareholders' equity		135,670			161,646			159,863			168,543
Common shareholders' equity - tangible		131,540			151,762			149,492			157,190
Daily Averages
Total assets	$	2,531,650		$	2,624,810		$	2,810,261		$	2,898,484
Gross loans		1,691,139			1,785,947			1,927,129			2,236,573
Total securities		311,067			365,839			366,543			197,719
Intangible assets		7,884			10,142			10,641			11,632
Total deposits		2,108,225			2,189,422			2,340,879			2,573,022
Total borrowings		242,241			255,350			262,893			272,685
Shareholders' equity		157,844			156,838			183,764			30,418
Shareholders' equity - tangible		149,960			146,696			173,123			18,786
Common shareholders' equity		157,844			156,838			183,764			(103,976	)
Common shareholders' equity - tangible		149,960			146,696			173,123			(115,608	)
Interest-earning assets		2,184,958			2,283,056			2,477,077			2,453,842
Interest-bearing liabilities		2,112,414			2,212,174			2,383,193			2,598,025
Financial Ratios		Q3 2011			Q2 2011			Q1 2011			Q3 2010
Return on average assets		-4.19	%		-2.87	%		-4.57	%		4.11	%
Return on average common equity		-67.21	%		-48.06	%		-69.89	%		-114.54	%
Return on average common equity - tangible		-70.75	%		-51.38	%		-74.19	%		-103.02	%
Net interest margin		3.19	%		3.20	%		2.98	%		2.90	%
Efficiency ratio		161.56	%		120.36	%		150.58	%		103.68	%
Tangible common equity to tangible assets		5.40	%		5.87	%		5.52	%		5.14	%
Nonperforming Assets at Period-End
Nonaccrual loans - ASC 310-30 (1)	$	7,736		$	9,905		$	12,574		$	31,203
Nonaccrual loans - all other		156,080			169,832			185,134			295,707
Total nonaccrual loans		163,816			179,737			197,708			326,910
Loans 90 days past due and still accruing interest		6,000			-			770			-
Repossessed assets		67,107			68,296			70,790			38,584
Total nonperforming assets		236,923			248,033			269,268			365,494
Asset Quality Ratios
Annualized net (chargeoffs) recoveries to average loans		-6.86	%		-6.77	%		-14.43	%		-16.61	%
Nonperforming loans to total loans		10.45	%		10.50	%		10.99	%		15.56	%
Nonperforming assets to total assets		9.72	%		9.55	%		9.91	%		11.91	%
Allowance for loan losses to total loans		5.11	%		5.52	%		6.09	%		7.77	%

(1) Represents acquired loans which were recorded at their

estimated present values at the acquisition date, in accordance

with ASC 310-30