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 14, 2015

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:

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 The Bank of Hampton Roads and Shore Bank, issued a press release today regarding financial results for the first quarter of 2015, 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, 2015
		As of			As of
(dollars in thousands)		March 31, 2015			December 31, 2014
Total assets	$	2,055,741		$	1,988,606
Less: intangible assets		693			842
Tangible assets	$	2,055,048		$	1,987,764
Total shareholders’ equity *	$	200,709		$	196,997
Less: intangible assets		693			842
Common shareholders’ equity - tangible *	$	200,016		$	196,155
Total shareholders’ equity (average)*	$	200,290		$	193,761
Less: intangible assets (average)		785			1,151
Common shareholders’ equity - tangible (average)*	$	199,505		$	192,610
Net income	$	1,335		$	9,329
Number of shares common stock		170,697,216			170,572,217
Return on average equity *		2.70	%		4.81	%
Return on average equity - tangible *		2.71	%		4.84	%
Total common shareholders’ equity to total assets *		9.76	%		9.91	%
Tangible common equity to tangible assets *		9.73	%		9.87	%
Book value per share	$	1.18		$	1.15
Book value per share - tangible	$	1.17		$	1.15
* 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, dated May 14, 2015, announcing Hampton Roads Bankshares, Inc.’s first quarter 2015 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, benefits, opportunities 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, 2014 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: May 14, 2015	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 14, 2015, announcing Hampton Roads Bankshares, Inc.’s first quarter 2015 financial results.

EX-99.1

May 14, 2015

Contact:    Douglas J. Glenn

President and Chief Executive Officer

(757) 217-1000

Hampton Roads Bankshares Announces First Quarter 2015 Financial Results

• Net income available to common shareholders for the quarter ended March 31, 2015 totaled $1.3 million. Due to the collection of an insurance benefit recognized in the year-ago period, net income declined $2.5 million from the comparable period in 2014. Excluding this item, net income increased $365 thousand.

• The expansion of Shore Premier Finance, and related acquisition of marine loans contributes to 7.9% loan growth year-to-date

• Continued declines in non-performing assets and strong loan growth contribute to a 13.9% year-to-date reduction in the Company’s non-performing asset ratio.

• Mortgage company revenue growth more than doubles year-over-year

• Year-to-date average core deposits increase by $74.5 million as the Company emphasizes its retail funding strategy

Hampton Roads Bankshares, Inc. (the “Company”) (Nasdaq: HMPR), the holding company for the Bank of Hampton Roads ("BOHR") and Shore Bank ("Shore"), today announced net income attributable to common shareholders of $1.3 million for the three months ended March 31, 2015 as compared to net income for the three months ended March 31, 2014 of $3.9 million, which included $2.9 million of income attributable to an insurance benefit.

“The long-term, strategic investments we have made as a Company are reflected in our consistent progress in what remains a challenging and competitive banking environment,” said Douglas Glenn, President and Chief Executive Officer. "As we continue to differentiate ourselves through the evolution of our One Bank strategy, we will value

relationships and maintain a steady discipline on expenses while leveraging growth from our geography and lines of business.  We are building a company dynamic in its thinking to maintain a moderate and sustainable risk profile."

Net Interest Income

Net interest income decreased $264 thousand during the three months ended March 31, 2015 as compared to the same period in 2014.  Several factors contributed to this decline. Average interest-earning assets grew by $113.4 million; however, the average yield on these assets declined 24 basis points. Interest-bearing deposits grew $94.2 million, with the average rate paid on these deposits increasing 7 basis points. Net interest margin was 3.14% at March 31, 2015, compared to 3.40% at March 31, 2014. This decline was primarily driven by the lower average yield earned on loans, as well as increased average rate paid on interest-bearing deposits.

Credit Quality

Non-performing assets were reduced to $40.8 million at March 31, 2015 from $43.2 million on December 31, 2014. Non-performing assets consist of loans 90 days past due and still accruing interest, nonaccrual loans, and other real estate owned and repossessed assets. Our non-performing assets ratio, defined as the ratio of non-performing assets to gross loans plus loans held for sale plus other real estate owned and repossessed assets was 2.54% and 2.95% at March 31, 2015 and December 31, 2014, respectively. During the quarter, other real estate owned and repossessed assets, net of valuation allowance, decreased a $3.8 million or 17.7%.

Allowance for loan losses increased $1.1 million, or 4.2% to $28.2 million at March 31, 2015, up from $27.1 million at December 31, 2014. The combination of a longer historical loss look-back period, lengthening loss emergence periods in certain loan categories, and substantial loan portfolio growth necessitated an increase in general reserves. A modest rise in non-performing and impaired loans increased specific reserves. Recoveries outpaced charge-offs during the quarter, which helped build the total reserve.

Noninterest Income

Noninterest income for the three months ended March 31, 2015 was $6.5 million, a decline of $849 thousand or 11.6% compared to the same period in 2014. Major drivers of this decline included a decrease of $2.9 million in income from bank-owned life insurance, which is attributable to collection of a benefit; a decrease of $145 thousand in gain on sale of other real estate owned and repossessed assets; and an increase of $598 thousand in other than temporary impairment of other real estate owned and repossessed assets. Mortgage banking revenue experienced healthy growth of $2.4 million or 133.2%.

Noninterest Expense

Noninterest expense increased by $118 thousand, or 0.6% in the first quarter 2015, compared to the same quarter in 2014. Salaries and employee benefits expense increased for the three months ended March 31, 2015, compared to the same period in 2014, mainly driven by subsidiary expansions, growth in commission expense in the mortgage division,

increased share-based compensation, and one-time severance compensation paid out during the quarter. As the Company’s credit profile improves and legacy legal issues are resolved professional and consultant fees have declined. FDIC insurance expense has declined as our assessment rates have decreased due to the Company’s improved risk profile. Data processing expenses increased due to higher software license and maintenance fees. Problem loan and repossessed asset costs declined due to the overall decrease in other real estate owned and repossessed assets, and lower levels of classified loans.

Balance Sheet Trends

Total assets increased by $67.1 million or 3.4% from December 31, 2014 to $2.1 billion at March 31, 2015.  The increase in assets was primarily associated with a $111.9 million or 7.9% increase in gross loans, a $33.4 million or 151.3% increase in loans held for sale, offset by a $67.7 million or 22.4% decrease in investment securities available for sale, a $4.4 million or 5.2% decrease in overnight funds sold and due from FRB, and the previously mentioned reduction in other real estate owned and repossessed assets.

Deposits increased $102.1 million or 6.5% from December 31, 2014, as a result of increases of $53.1 million or 18.0% in time deposits over $100 thousand, $25.1 million or 9.4% in noninterest-bearing demand deposits, $12.0 million or 1.9% in interest-bearing demand deposits, $8.3 million or 2.4% in time deposits less than $100 thousand, and $3.6 million or 6.4% in savings deposits. The Company has made a concerted effort to attract additional deposits in order to support loan growth. Approximately half of the deposit growth came from the addition of one commercial deposit relationship obtained through the Company’s expansion into Baltimore, MD.

Year-to-date average core deposits, which exclude brokered deposits and certificates of deposit greater than $100 thousand, have increased by $74.5 million over the comparable period in 2014 which reflects continued progress in furthering the Company’s funding strategy.

Capitalization

As of March 31, 2015, our consolidated regulatory capital ratios were in excess of “well-capitalized” minimums with Tier 1 Leverage Ratio of 11.02%, Tier 1 Risk-Based Capital Ratio of 12.88%, Total Risk-Based Capital Ratio of 14.13%, and Common Equity Tier 1 Capital Ratio of 11.29%.  As of March 31, 2015, BOHR and Shore were considered “well capitalized” under the risk-based capital standards.  BOHR and Shore’s Tier 1 Leverage Ratio, Tier 1 Risk-Based Capital Ratio, Total Risk-Based Capital Ratio, and Common Equity Tier 1 Capital Ratio were 10.23%, 11.69%, 12.94, 11.69%, and 9.99%, 13.16%, 14.24%, and 13.16%, 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, 2014 and other filings made with the SEC.

About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. is a multi-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. Currently, 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 seven full service banking offices, ATMs and three loan production offices. Through various divisions, the Banks also offer mortgage banking and marine financing. 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
(in thousands)		March 31,		December 31,
(unaudited)		2015		2014
Assets:
Cash and due from banks	$	16,259	$	16,684
Interest-bearing deposits in other banks		1,984		1,349
Overnight funds sold and due from Federal Reserve Bank		81,151		85,586
Investment securities available for sale, at fair value		234,535		302,221
Restricted equity securities, at cost		13,902		15,827
Loans held for sale		55,519		22,092
Loans		1,534,881		1,422,935
Allowance for loan losses		(28,177)		(27,050)
Net loans		1,506,704		1,395,885
Premises and equipment, net		62,839		63,519
Interest receivable		4,209		4,503
Other real estate owned and repossessed assets,
net of valuation allowance		17,884		21,721
Intangible assets, net		693		842
Bank-owned life insurance		49,885		49,536
Other assets		10,177		8,841
Totals assets	$	2,055,741	$	1,988,606
Liabilities and Shareholders' Equity:
Deposits:
Noninterest-bearing demand	$	292,044	$	266,921
Interest-bearing:
Demand		633,034		621,066
Savings		59,814		56,221
Time deposits:
Less than $100		351,077		342,794
$100 or more		347,449		294,346
Total deposits		1,683,418		1,581,348
Federal Home Loan Bank borrowings		125,664		165,847
Other borrowings		29,337		29,224
Interest payable		582		560
Other liabilities		15,170		14,130
Total liabilities		1,854,171		1,791,109
Shareholders' equity:
Common stock		1,707		1,706
Capital surplus		589,264		588,692
Accumulated deficit		(394,200)		(395,535)
Accumulated other comprehensive income, net of tax		3,938		2,134
Total shareholders' equity before non-controlling interest		200,709		196,997
Non-controlling interest		861		500
Total shareholders' equity		201,570		197,497
Total liabilities and shareholders' equity	$	2,055,741	$	1,988,606
Non-performing Assets at Period-End:
Nonaccrual loans including nonaccrual impaired loans	$	22,911	$	21,507
Loans 90 days past due and still accruing interest		—		—
Other real estate owned and repossessed assets		17,884		21,721
Total non-performing assets	$	40,795	$	43,228
Composition of Loan Portfolio at Period-End:
Commercial	$	252,244	$	219,029
Construction		142,489		136,955
Real-estate commercial		635,761		639,163
Real-estate residential		351,717		354,017
Installment		153,174		74,821
Deferred loan fees and related costs		(504)		(1,050)
Total loans	$	1,534,881	$	1,422,935

Hampton Roads Bankshares, Inc.
Financial Highlights
(in thousands, except share and per share data)	Three Months Ended
(unaudited)		March 31,		March 31,
		2015		2014
Interest Income:
Loans, including fees	$	16,159	$	15,692
Investment securities		1,742		2,234
Overnight funds sold and due from FRB		59		32
Total interest income		17,960		17,958
Interest Expense:
Deposits:
Demand		674		623
Savings		10		8
Time deposits:
Less than $100		909		772
$100 or more		934		737
Interest on deposits		2,527		2,140
Federal Home Loan Bank borrowings		324		422
Other borrowings		418		441
Total interest expense		3,269		3,003
Net interest income		14,691		14,955
Provision for loan losses		600		100
Net interest income after provision for loan losses		14,091		14,855
Noninterest Income:
Mortgage banking revenue		4,223		1,811
Service charges on deposit accounts		1,142		1,159
Income from bank-owned life insurance		349		3,216
Gain on sale of investment securities available for sale		112		67
Loss on sale of premises and equipment		(14)		(13)
Gain on sale of other real estate owned and repossessed assets		76		221
Other than temporary impairment of other real estate owned and repossessed assets		(934)		(336)
Visa check card income		641		593
Other		858		584
Total noninterest income		6,453		7,302
Noninterest Expense:
Salaries and employee benefits		10,667		9,567
Professional and consultant fees		808		1,232
Occupancy		1,629		1,719
FDIC insurance		624		901
Data processing		1,431		1,147
Problem loan and repossessed asset costs		120		433
Equipment		350		373
Directors' and regional board fees		302		387
Advertising and marketing		260		254
Other		2,444		2,504
Total noninterest expense		18,635		18,517
Income before provision for income taxes		1,909		3,640
Provision for income taxes		40		7
Net income		1,869		3,633
Net income attributable to non-controlling interest		534		(226)
Net income attributable to Hampton Roads Bankshares, Inc.	$	1,335	$	3,859
Per Share:
Cash dividends declared	$	-	$	-
Basic Income	$	0.01	$	0.02
Diluted Income	$	0.01	$	0.02
Basic weighted average shares outstanding		170,948,437		170,477,548
Effect of dilutive shares and warrant		1,263,347		751,215
Diluted weighted average shares outstanding		172,211,784		171,228,763

Hampton Roads Bankshares, Inc.
Financial Highlights
(in thousands, except share and per share data)	Three Months Ended
(unaudited)		March 31,			March 31,
Daily Averages:		2015			2014
Total assets	$	2,034,447		$	1,936,027
Gross loans (excludes loans held for sale)		1,489,010			1,357,676
Investment and restricted equity securities		267,303			333,798
Intangible assets		785			1,375
Total deposits		1,629,309			1,509,574
Total borrowings		181,831			218,783
Shareholders' equity *		200,290			186,904
Shareholders' equity - tangible *		199,505			185,529
Interest-earning assets		1,898,475			1,785,041
Interest-bearing liabilities		1,543,732			1,486,452
Financial Ratios:
Return on average assets		0.26	%		0.80	%
Return on average equity *		2.70	%		8.37	%
Return on average equity - tangible *		2.71	%		8.44	%
Net interest margin		3.14	%		3.40	%
Efficiency ratio		88.60	%		83.45	%
Tangible equity to tangible assets *		9.73	%		9.69	%
Allowance for Loan Losses:
Beginning balance	$	27,050		$	35,031
Provision for losses		600			100
Charge-offs		(450)			(5,167)
Recoveries		977			1,296
Ending balance	$	28,177		$	31,260
Asset Quality Ratios:
Annualized net charge-offs to average loans		(0.14	)%		1.14	%
Non-performing loans to total loans		1.49	%		3.28	%
Non-performing assets ratio		2.54	%		5.14	%
Allowance for loan losses to total loans		1.84	%		2.32	%
* Equity amounts exclude non-controlling interest