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)    May 8, 2014

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.)
641 Lynnhaven Parkway, Virginia Beach, VA 23452
(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:

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

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

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

☐  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 The Bank of Hampton Roadsand Shore Bank, issued a press release today regarding financial results for the firstquarter of 2014, 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)

March 31, 2014

	As of		As of		As of
	March 31,		December 31,		March 31,
(dollars in thousands)	2014		2013		2013
Total assets	$	1,945,612	$	1,950,272	$	2,032,342
Less:  intangible assets		1,288		1,437		2,075
Tangible assets	$	1,944,324		1,948,835		2,030,267
Total shareholders’ equity*	$	189,614	$	183,398	$	184,055
Less:  intangible assets		1,288		1,437		2,075
Common shareholders’ equity – tangible*	$	188,326	$	181,961	$	181,980

Tangible common equity to tangible assets*	9.69%	9.34%	8.96%
Total common shareholders’ equity to total assets*	9.75%	9.40%	9.06%

*Equity amounts exclude non-controlling interest

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, datedMay 8, 2014,  announcing Hampton Roads Bankshares, Inc.’s  first quarter 2014 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, including statements about future trends and strategies.  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, 2013,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.

/s/.
	Hampton Roads Bankshares, Inc.
Date:    May 8, 2014	By:	/s/ Douglas J. Glenn
		Douglas J. Glenn
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
Ex. 99.1	Press Release, dated May 8, 2014, announcing Hampton Roads Bankshares, Inc.’s first quarter 2014 financial results.

EX-99.1

May 8, 2014

Contact:Douglas J. Glenn

President and Chief Executive Officer

(757) 217-1000

Hampton Roads Bankshares Announces First Quarter Financial Results

· Year-to-date earnings totaled $3.9 million, a $3.3 million increase over the comparable period in 2013

· Non-performing asset ratio improves by more than 30% year-over-year

· Average core deposits grow by more than $24 million year-over-year

VIRGINIA BEACH, Va., May 8, 2014 (GLOBE NEWSWIRE) -- Hampton Roads Bankshares, Inc. (the “Company”) (Nasdaq: HMPR), the holding company for the Bank of Hampton Roads and Shore Bank, today announced financial results for the first quarter of 2014.  Net income attributable to Hampton Roads Bankshares, Inc. was $3.9 millionfor the three months ended March 31, 2014,  compared to $0.6 million for the comparable period in 2013.  

“Our financial results in the first quarter reflect the continueddiscipline in the execution of our One Bank strategic plan which we implemented in early 2013,” said Douglas Glenn, President and Chief Executive Officer.   "We are committed to achieving sustained profitability in a difficult banking environment without taking undue risk.  Our success has allowed for additional investment in people, products and services which provideour customers consistency, convenience and choice in helping them achieve their financial dreams. "

Net Interest Income

Net interest income for the three months ended March 31, 2014 and March 31, 2013 was $15.0 million and $15.9 million, respectively.  The decrease in year-over-year net interest income was primarily the result of decreases in average interest-earning assets and a  slight decline in net interest margin.

Credit Quality

The Company’s non-performing assets ratioimproved to 5.16% at March 31, 2014 from 5.29% at December 31, 2013 and from 7.51% at the comparable quarter end in 2013.

The allowance for loan losses decreased $3.8 million (net of charge-offs and recoveries) during the three months ended March 31, 2014 as a result of net charge-offs exceeding additional provisions for loan losses.  Net charge-offs were $3.9 million during the three months ended March 31, 2014 compared with $4.7 million during the same period in 2013.  Our provision for loan losses was $100 thousand during the three months ended March 31, 2014 compared to no provision for loan losses being recorded during the same period in 2013.

Noninterest Income

Noninterest income for the three months ended March 31, 2014 was $7.3 million, an increase of $1.9 million as compared to $5.4 million for the same period in 2013. Declines in losses on premises and equipment,  other real estate ownedand repossessed assets,and an increase in income from bank-owned life insurance, offset by a decline in mortgage banking revenue, produced a year-over -year increase.

Income from bank-owned life insurance increased $2.8 million to $3.2 million for the three months ended March 31, 2014 compared to $373 thousand for the comparative period in 2013, largely because of life insurance benefits recognized in excess of cash surrender value from the deaths of one current employee and one former employee during the first quarter of 2014.

Noninterest Expense

Noninterest expense was $18.5 million and $19.4 million for the three months ended March 31, 2014 and March 31, 2013,  respectively, a decrease of $915 thousand.  Year-over-year reductions in headcount and lower volume in our mortgage company were largely responsible for a $1.4 million decline in salaries and employee benefits.

Increased data processing costs and elevated professional and consultant fees partially offset the drop in salaries and employee benefits.Data processing increased$350 thousand mainly due to implementation costs and operating expenses associated with the Company’s additional products and services. 

Professional and consultant fees remain elevated due toa number of factors related to the launch of new products and services, the resolution of problem assets, and ongoing costs related to legal matters.

Balance Sheet Trends

Total assets were $1.9 billion at March 31, 2014, a decreaseof $4.7 millionfrom December 31, 2013.  The decrease in assets was primarily associated with a $4.5 million decrease in loans held for sale, a $34.8 million decrease in gross loans, a $9.0 million decrease in other real estate owned and repossessed assets, a $7.1 million decrease in investment securities available for sale, partially offset by a  $47.0 million increase in overnight funds sold and due from FRB and a $4.2 million increase in other assets.

Gross loans decreased by $34.8 million during the three months ended March 31, 2014, primarily due to normal loan pay down and charge-off activity exceeding new loan origination volume. Impaired loans increased by $3.3 million during the three months ended March 31, 2014 to $70.9 million, up from $67.6 million at December 31, 2013, primarily as a result of three credit relationships that became impaired.

Allowance for loan losses at March 31, 2014 decreased 10.8% to $31.3 million from $35.0 million at December 31, 2013 as net charge-offs exceeded additional provisions for loan losses.

Deposits at March 31, 2014 decreased $5.4 million from December 31, 2013 as a result of decreases of $4.5 million in time deposits over $100 thousand, decreases of $3.7 million in noninterest -bearing demand deposits, decreases of $3.4 million in savings deposits, partially offset by increases of $5.4 million in interest-bearing demand deposits. The decline in time deposits is primarily the result of the attrition of certain national market time deposits and reflects the Company’s continuing efforts to improve its mix of funds. 

Average core deposits, which exclude brokered deposits and certificates of deposit greater than $100 thousand, increased by $24.4 million over the comparable quarterly average in 2013 as a result of successful marketing campaigns of the Company’s deposit products.

Capitalization

At March 31, 2014, the Company exceeded all of the regulatory capital minimums and Bank of Hampton Roads and Shore Bank were both considered “well capitalized” under all applicable regulatory capital standards.  The Company’s total risk-based capital, Tier 1 and Tier 1 leverage ratios as of March 31, 2014, were 15.98%, 14.72% and 11.18%, respectively.

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, including statements about future trends and strategies.  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, 2013,and other filings made with the SEC.

About Hampton Roads Bankshares, Inc.

Hampton Roads Bankshares, Inc. is a bank holding company headquartered in Virginia Beach, Virginia.  The Company’s primary subsidiaries are The Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961 (collectively, the “Banks”).  The Banks engage in general community and commercial banking business, targeting the needs of individuals and small to medium-sized businesses.   The 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 Virginia, eastern Maryland and southern Delaware through six banking offices, ATMs and loan production offices in West Ocean City, Maryland and Rehoboth Beach, Delaware. 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.  

Hampton Roads Bankshares, Inc.
Financial Highlights
(in thousands)
(unaudited)		March 31, 2014		December 31, 2013		March 31, 2013
Assets:
Cash and due from banks	$	17,568	$	18,806	$	14,767
Interest-bearing deposits in other banks		698		654		818
Overnight funds sold and due from Federal Reserve Bank		89,866		42,841		108,637
Investment securities available for sale, at fair value		318,374		325,484		292,669
Restricted equity securities, at cost		16,419		17,356		17,323
Loans held for sale		20,544		25,087		51,846
Loans		1,349,743		1,384,531		1,412,650
Allowance for loan losses		(31,260)		(35,031)		(43,709)
Net loans		1,318,483		1,349,500		1,368,941
Premises and equipment, net		66,565		67,146		71,457
Interest receivable		4,567		4,811		5,371
Other real estate owned and repossessed assets,
net of valuation allowance		27,619		36,665		33,834
Intangible assets, net		1,288		1,437		2,075
Bank-owned life insurance		49,773		50,802		53,572
Other assets		13,848		9,683		11,032
Totals assets	$	1,945,612	$	1,950,272	$	2,032,342
Liabilities and Shareholders' Equity:
Deposits:
Noninterest-bearing demand	$	241,748	$	245,409	$	239,813
Interest-bearing:
Demand		605,697		600,315		570,544
Savings		58,873		62,283		61,949
Time deposits:
Less than $100		325,357		324,635		362,446
$100 or more		286,236		290,686		360,412
Total deposits		1,517,911		1,523,328		1,595,164
Federal Home Loan Bank borrowings		188,958		194,178		194,839
Other borrowings		29,086		28,983		41,103
Interest payable		6,341		6,025		5,181
Other liabilities		13,524		13,912		10,693
Total liabilities		1,755,820		1,766,426		1,846,980
Shareholders' equity:
Common stock		1,703		1,703		1,703
Capital surplus		587,786		587,424		586,508
Retained deficit		(401,005)		(404,864)		(410,754)
Accumulated other comprehensive income, net of tax		1,130		(865)		6,598
Total shareholders' equity before non-controlling interest		189,614		183,398		184,055
Non-controlling interest		178		448		1,307
Total shareholders' equity		189,792		183,846		185,362
Total liabilities and shareholders' equity	$	1,945,612	$	1,950,272	$	2,032,342
Non-performing Assets at Period-End:
Nonaccrual loans including nonaccrual impaired loans		$                             44,242		$                             39,854		$                             78,633
Loans 90 days past due and still accruing interest		298		-		-
Other real estate owned and repossessed assets		27,619		36,665		33,834
Total non-performing assets		$                             72,159		$                             76,519		$                          112,467
Composition of Loan Portfolio at Period-End:
Commercial		$                          206,130		$                          225,492		$                          239,563
Construction		149,067		158,473		199,782
Real-estate commercial		588,480		590,475		553,350
Real-estate residential		355,074		354,035		364,743
Installment		52,439		57,623		56,296
Deferred loan fees and related costs		(1,447)		(1,567)		(1,084)
Total loans		$                       1,349,743		$                       1,384,531		$                       1,412,650

Hampton Roads Bankshares, Inc.
Financial Highlights
(in thousands, except share and per share data)	Three Months Ended
(unaudited)		March 31, 2014		December 31, 2013		March 31, 2013
Interest Income:
Loans, including fees	$	15,692	$	16,471	$	17,673
Investment securities		2,234		2,225		1,815
Overnight funds sold and due from FRB		32		64		42
Interest-bearing deposits in other banks		-		-		-
Total interest income		17,958		18,760		19,530
Interest Expense:
Deposits:
Demand		623		566		509
Savings		8		8		10
Time deposits:
Less than $100		772		819		1,000
$100 or more		737		783		1,008
Interest on deposits		2,140		2,176		2,527
Federal Home Loan Bank borrowings		422		468		486
Other borrowings		441		440		587
Total interest expense		3,003		3,084		3,600
Net interest income		14,955		15,676		15,930
Provision for loan losses		100		-		-
Net interest income after provision for loan losses		14,855		15,676		15,930
Noninterest Income:
Mortgage banking revenue		1,811		2,478		5,964
Service charges on deposit accounts		1,159		1,233		1,217
Income from bank-owned life insurance		3,216		296		373
Gain (loss) on sale of premises and equipment		(13)		457		(127)
Impairment of premises and equipment		-		-		(2,825)
Gain (loss) on other real estate owned and repossessed assets		221		(13)		(234)
Other than temporary impairment of other real estate owned and repossessed assets		(336)		(1,489)		(670)
Gain on sale of investment securities available for sale		67		18		-
Visa check card income		593		649		596
Rental Income		153		309		152
Other		431		659		982
Total noninterest income		7,302		4,597		5,428
Noninterest Expense:
Salaries and employee benefits		9,567		9,370		10,956
Occupancy		1,719		2,001		1,802
FDIC insurance		901		1,939		1,018
Professional and consultant fees		1,232		1,561		893
Data processing		1,147		1,176		797
Problem loan and repossessed asset costs		433		696		480
Equipment		373		389		464
Directors' and regional board fees		387		421		241
Advertising and marketing		254		434		260
Other		2,504		1,947		2,521
Total noninterest expense		18,517		19,934		19,432
Income before provision for income taxes		3,640		339		1,926
Provision for income taxes		7		(248)		-
Net income		3,633		587		1,926
Net income attributable to non-controlling interest		(226)		(36)		1,294
Net income attributable to Hampton Roads Bankshares, Inc.	$	3,859	$	551	$	632
Per Share:
Cash dividends declared	$	-	$	-	$	-
Basic Income	$	0.02	$	-	$	-
Diluted Income	$	0.02	$	-	$	-
Basic weighted average shares outstanding		170,477,548		170,370,406		170,390,149
Effect of dilutive shares and warrant		751,215		729,051		391,254
Diluted weighted average shares outstanding		171,228,763		171,099,457		170,781,403

Hampton Roads Bankshares, Inc.
Financial Highlights
(in thousands, except share and per share data)	Three Months Ended
(unaudited)		March 31, 2014	December 31, 2013	March 31, 2013
Daily Averages:
Total assets		$                       1,936,027	$                       1,973,557	$                       2,031,259
Gross loans (excludes loans held for sale)		1,357,676	1,361,073	1,427,245
Total borrowings		218,783	223,213	233,557
Shareholders' equity *		187,208	185,864	185,361
Shareholders' equity - tangible *		185,833	184,355	183,126
Interest-earning assets		1,785,041	1,818,693	1,874,746
Interest-bearing liabilities		1,486,452	1,503,824	1,592,562
Financial Ratios:
Return on average assets		0.80%	0.02%	0.12%
Return on average equity *		8.31%	1.19%	1.36%
Return on average equity - tangible *		8.37%	1.20%	1.37%
Net interest margin		3.40%	3.42%	3.45%
Efficiency ratio		83.45%	98.42%	80.35%
Tangible equity to tangible assets *		9.69%	9.34%	8.96%
Allowance for Loan Losses:
Beginning balance		$                             35,031	$                             37,701	$                             48,382
Provision for losses		100	-	-
Charge-offs		(5,167)	(4,620)	(6,023)
Recoveries		1,296	1,950	1,350
Ending balance		$                             31,260	$                             35,031	$                             43,709
Asset Quality Ratios:
Annualized net chargeoffs to average loans		-1.37%	-0.80%	-1.43%
Non-performing loans to total loans		3.30%	2.88%	5.57%
Non-performing assets ratio		5.16%	5.29%	7.51%
Allowance for loan losses to total loans		2.32%	2.53%	3.09%
* Equity amounts exclude non-controlling interest

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.