ITEM 1 - DESCRIPTION OF BUSINESS
A. General Development of Business:
Hampton Roads Bankshares, Inc., a Virginia corporation (the Company), was incorporated under the laws of the Commonwealth of Virginia on February 28, 2001, primarily to serve as a holding company for Bank of Hampton Roads (the Bank). On July 1, 2001, all Bank of Hampton Roads common stock, $0.625 par value, was converted to the common stock, $0.625 par value, of Hampton Roads Bankshares, Inc. on a share for share exchange basis, making the Bank a wholly owned subsidiary of the Company. This reorganization was accounted for in a manner similar to a pooling of interests. Accordingly, the prior period consolidated financial statements of the Company are identical to the prior period consolidated financial statements of the Bank.
The Bank is a Virginia state-chartered commercial bank with 15 full service offices in the Hampton Roads region of southeastern Virginia. The Bank was organized in March 1987 and commenced operations in December 1987. The Bank’s principal executive office is located at 201 Volvo Parkway, Chesapeake, Virginia 23320 and its telephone number is (757) 436-1000.
In January 2003, the Northwest branch, located at 4507 Relay Road, Chesapeake, VA 23322, was closed and accounts at that branch were transferred to the nearby Moyock branch, reducing the branch locations to 15 offices.
In January 2004, the Company formed Hampton Roads Investments, Inc., a wholly owned subsidiary, to provide securities, brokerage, and investment advisory services. It is a full service investment company handling all aspects of wealth management including stocks, bonds, annuities, mutual funds and financial advice.
B. Financial Information about Industry Segments:
The Company does not participate in any industry segments outside of the financial services industry.
C. Narrative Description of Business:
Principal Products or Services:
The Company, through the Bank, engages in a general community and commercial banking business, targeting the banking needs of individuals and small to medium sized businesses in its primary service area which includes Chesapeake, Suffolk, Norfolk, and Virginia Beach, Virginia. The principal business of the Company is to attract deposits and to loan or invest those deposits on profitable terms. The Company offers all traditional loan and deposit banking services as well as newer services, such as telephone banking, internet banking, and debit cards. The Company accepts both commercial and consumer deposits. These deposits are in varied forms of both demand and time accounts including checking accounts, interest checking, money market accounts, savings accounts, certificates of deposit, and IRA accounts.
The Company is heavily involved in the construction and real estate lending market and actively extends both personal and commercial credit. Loans consist of varying terms and can be secured or unsecured. Loans to individuals are for personal, household, and family purposes. Loans to businesses are for such purposes as working capital, plant expansion, and equipment purchases. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report included as Exhibit 13.1 to this Form 10-K (Annual Report) for the breakdown of loans by classification.
Competition:
The financial services industry remains highly competitive and constantly evolving. The Company experiences strong competition in all aspects of its business. In its market area, the Company competes with large national and regional financial institutions, savings and loans, and other independent community banks, as well as credit unions, consumer finance companies, mortgage companies, loan production offices, and insurance companies. Many of these institutions have substantially greater assets and capital than the Company. In many instances, these institutions have greater lending limits than the Company. As of December 31, 2004, the Bank’s legal lending limit to one borrower was $5.97 million, unless the Bank could sell participations in such a loan to other financial institutions. Competition for deposits and loans is affected by factors such as interest rates offered, the number and location of branches, types of products offered, and reputation of the institution. The Company believes that its pricing of products has remained competitive, but the Company’s historical success is primarily attributable to high quality service and community involvement.
Supervision and Regulations:
The Bank
The Bank operates as a state bank subject to supervision and regulation by the Bureau of Financial Institutions of the Virginia State Corporation Commission (SCC). The Bureau of Financial Institutions regulates all areas of a Virginia state bank’s commercial banking operations, including reserves, loans, mergers, payment of dividends, establishment of branches and other aspects of operations.
Additionally, the Bank is a member of the Federal Reserve Bank (FRB) system and is subject to the regulations of the FRB. The Bank is also insured by the FDIC, which insures that member banks pay depositors to the extent provided by law in the event an insured bank is closed without adequately providing for the claims of depositors.
The earnings and growth of the banking industry are affected by the general conditions of the economy and by the fiscal and monetary policies of the federal government and its agencies, including the FRB. The Board of Governors of the FRB regulates money and credit conditions and, as a result, has a strong influence on interest rates and on general economic conditions. The effect of such policies in the future on the business and earnings of the Bank cannot be predicted with certainty.
International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001. On October 26, 2001, the USA Patriot Act of 2001 was signed into law. This act contains the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 (the IMLAFA). The IMLAFA contains anti-money laundering measures affecting insured depository institutions, broker-dealers and certain other financial institutions. The IMLAFA requires U.S. financial institutions to adopt new policies and procedures to fight money laundering and grant the Secretary of the Treasury broad authority to establish regulations and to impose requirements and restriction on financial institutions’ operations. The Bank has adopted new policies and procedures designed to comply with the IMLAFA.
The Holding Company
General. The Company is registered with the FRB as a financial holding company under the Bank Holding Company Act of 1956 (the BHCA), as amended by the Gramm-Leach-Bliley Act and is subject to
ongoing regulation, supervision and examination by the FRB. The Holding Company is required to file with the FRB periodic and annual reports and other information concerning its own business operations and those of its subsidiaries. In addition, the BHCA requires a bank holding company to obtain FRB approval before it acquires, directly or indirectly, ownership or control of any voting shares of a second or subsequent bank if, after such acquisition, it would own or control more that 5% of such shares, unless it already owns or controls a majority of such voting shares. FRB approval must also be obtained before a bank holding company acquires all or substantially all of the assets of another bank or merges or consolidates with another bank holding company.
A bank holding company may not, without providing prior notice to the FRB, purchase or redeem its own stock if the gross consideration to be paid, when added to the net consideration paid by the Company for all purchases or redemptions by the Company of its equity securities within the preceding 12 months, will equal 10% or more of the company’s consolidated net worth unless it meets the requirements of a well-capitalized and well-managed organization.
Under certain amendments to the Virginia Financial Institutions Holding Company Act that became effective July 1, 1983, no corporation, partnership or other business entity may acquire, or make any public offer to acquire, more than 5% of the stock of any Virginia financial institution, or any Virginia financial institution holding company, unless it first files an application with the SCC. The SCC is directed by the statute to solicit the views of the affected financial institution, or financial institution holding company, with respect to such stock acquisition, and is empowered to conduct an investigation during the 60 days following receipt of such an application. If the SCC takes no action within the prescribed period, or if during the prescribed period it issues notice of its intent not to disapprove an application, the acquisition may be completed.
Sarbanes-Oxley Act of 2002. On July 30, 2002, the Sarbanes-Oxley Act of 2002 (SOX) was signed into law. SOX represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. SOX is applicable to all companies with equity or debt securities registered under the Securities Exchange Act of 1934. In particular, SOX establishes: (1) new requirements for audit committees, including independence, expertise, and responsibilities; (2) additional responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (3) new standards for auditors and regulation of audits; (4) increased disclosure and reporting obligations for the reporting company and their directors and executive officers; and (5) new increased civil and criminal penalties for violation of the securities laws.
Financial Holding Companies. Effective March 11, 2000, pursuant to authority granted under the Gramm-Leach-Bliley Act, a bank holding company may elect to become a financial holding company and thereby engage in a broader range of financial and other activities than are permissible for traditional bank holding companies. In order to qualify for the election, all of the depository institution subsidiaries of the bank holding company must be well-capitalized and well-managed, as defined by regulation, and all of its depository institution subsidiaries must have achieved a rating of satisfactory or better with respect to meeting community credit needs.
Pursuant to the Gramm-Leach-Bliley Act, financial holding companies are permitted to engage in activities that are “financial in nature” or incidental or complementary thereto, as determined by the FRB. The Gramm-Leach-Bliley Act identifies several activities as “financial in nature,” including, among others, insurance underwriting and agency, investment advisory services, merchant banking and underwriting, and dealing or making a market in securities. Being designated a financial holding company allows insurance companies, securities brokers and other types of financial companies to affiliate with and/or acquire depository institutions. To preserve the flexibility afforded by this new legislation, the Holding Company became a financial holding company on December 1, 2001.
Employees:
The Company, as of December 31, 2004, employed 160 people, of whom 150 were full time employees, including the Bank’s President and eight Senior Vice Presidents.
Acquisitions:
There have been no acquisitions in the three years ended December 31, 2004.
Other:
The Company has no patents, trademarks, licenses, franchises or other concessions which are considered to be material to the operation of the business. The Company’s logo is a United States registered servicemark.
The Company has not invested any funds during the past year which would be considered material for research activities relating to the development of services or improvements to existing services.
No significant part of its business is dependent upon a single customer or a base of a few customers. The loss of any one customer would not have a material adverse effect on the Company’s business.
The business of the Company is not considered seasonal in nature.
There has been no public announcement of programs regarding new services to be offered that would require the investment of a material amount of the assets of the registrant or that otherwise is material.
D. Financial Information About Geographic Areas:
The Company is a community bank with no foreign operations.
E. Available Information:
The Company maintains an internet website at www.bankofhamptonroads.com. This website contains a link to the Company’s filings with the SEC on Form 10-K, Form 10-Q, and Form 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
F. Reports to Security Holders:
The Company furnishes annual reports to shareholders prior to the annual meetings of shareholders, and sends proxy statements to shareholders prior to any shareholders’ meeting in compliance with the SEC’s proxy rules. These reports contain financial information that has been examined and reported on, with an opinion expressed by an independent public accounting firm.
ITEM 2
ITEM 2 - PROPERTIES
The Company’s main office is located at 201 Volvo Parkway, Chesapeake, Virginia 23320. In addition to the main office location, the Bank owns eight other branch offices: four in the City of Chesapeake, one in the City of Norfolk, one in the City of Suffolk, and two in the City of Virginia Beach. The Bank leases the land and/or buildings in which the remaining six branches and its loan processing department are located. For additional information about leased properties, see Footnote No. 4 in the Notes to the Consolidated Financial Statements included in the Annual Report which is filed as Exhibit 13.1.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
There are no material legal proceedings in which the Company is involved at the present time.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of shareholders during the fourth quarter of 2004.
PART II
ITEM 5
ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
A. Market Information
The Company’s common stock trades on the Over-the-Counter Bulletin Board (OTCBB), which is operated by the NASDAQ Stock Market. The Company’s symbol on OTCBB is “HMPR.” The Bank acts as the Company’s transfer agent. To the best knowledge of management, the price ranges for stock trades that did take place during 2004 and 2003 are listed below. The information set forth below reflects inter-dealer prices without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.
Stock transfers made subsequent to December 31, 2004 through March 2, 2005, for which management had information regarding price paid per share were as follows: 61,483 shares were traded at an average price per share of $11.60. The highest price paid per share during this period was $11.75 and the low price was $11.32.
B. Holders of Stock
As of March 2, 2005, there were 8,053,688 shares of common stock outstanding, held by 4,442 shareholders of record.
C. Dividends
The following table presents dividends declared during 2004 and 2003.
The Company expects to continue its policy of paying regular cash dividends, although there is no assurance as to future dividends because they depend on future earnings, capital requirements, and financial condition.
Bank regulatory agencies place certain restrictions on dividends paid to the Company by the Bank, which in turn limit the ability of the Company to pay dividends to its shareholders. The amount of dividends the Bank may pay to the Company, without prior regulatory approval, is limited to current year earnings plus retained net profits for the two preceding years. At December 31, 2004, the amount available was approximately $3.7 million.
D. Securities Authorized for Issuance Under Equity Compensation Plans
A summary of the information related to the Company’s existing equity compensation plans as of December 31, 2004, is given below:
E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
During 2004, the Company repurchased a total of 35,110 shares of its common stock in open market and privately negotiated transactions. Detail for these transactions, conducted during the last quarter of 2004, appear below.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
Selected Financial Data on page 5 of the Annual Report for the year ended December 31, 2004 is incorporated herein by reference.
ITEM 7
ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 6 through 19 of the Annual Report for the year ended December 31, 2004 is incorporated herein by reference.
ITEM 7A
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information on the Quantitative and Qualitative Disclosures About Market Risk included in the Interest Rate Sensitivity section on pages 16 and 17 of the Annual Report for the year ended December 31, 2004 is incorporated herein by reference.
The Company had no derivative financial instruments, foreign currency exposure, or trading portfolio as of December 31, 2004 or 2003.
ITEM 8
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Company and the Report of Independent Registered Public Accounting Firm set forth on pages 20 through 41 of the Annual Report for the year ended December 31, 2004 are incorporated herein by reference or as noted and included as part of this form 10-K.
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting and financial disclosures during 2004.
ITEM 9A
ITEM 9A - CONTROLS AND PROCEDURES
As of December 31, 2004, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s Exchange Act filings. In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fourth quarter of our fiscal year ended December 31, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm thereon are set forth in Part II, Item 8 of this Form 10-K.
ITEM 9B
ITEM 9B - OTHER INFORMATION
There was no information required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K, but not reported.
PART III
ITEM 10
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the Directors and Executive Officers in the proxy statement for the annual shareholders meeting to be held April 26, 2005, filed on or about March 15, 2005, is incorporated herein by reference.
ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION
Information concerning executive compensation in the proxy statement for the annual shareholders meeting to be held April 26, 2005, filed on or about March 15, 2005, is incorporated herein by reference.
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information concerning security ownership of certain beneficial owners and management and related shareholder matters in the proxy statement for the annual shareholders meeting to be held April 26, 2005, filed on or about March 15, 2005, is incorporated herein by reference.
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions in the proxy statement for the annual shareholders meeting to be held April 26, 2005, filed on or about March 15, 2005, is incorporated herein by reference.
ITEM 14
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information concerning principal accountant fees and services in the proxy statement for the annual shareholders meeting to be held April 26, 2005, filed on or about March 15, 2005, is incorporated herein by reference.
PART IV
ITEM 15
ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
1. The following consolidated financial statements of the Company and the Report of
Independent Registered Public Accounting Firm set forth on pages 20 through 41 of the Annual Report for the year ended December 31, 2004 are incorporated herein by reference or as noted and included as part of this Form 10-K.
2. Financial Statement Schedules - None.
3. The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Form 10-K and such Exhibit Index is incorporated herein by reference.
(b) Exhibits required by Item 601 of Regulation S-K
The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Form 10-K and such Exhibit Index is incorporated herein by reference.
(c) Financial Statements excluded from Annual Report pursuant to Rule 14a-3(b)
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Hampton Roads Bankshares, Inc.
/s/ Jack W. Gibson
Jack W. Gibson. President &
Chief Executive Officer
(3/08/05)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Exhibit Index
Hampton Roads Bankshares, Inc.
Exhibit 2.1 - Agreement and Plan of Reorganization
The Agreement and Plan of Reorganization dated March 13, 2001 between the Company and Bank of Hampton Roads filed with the Company’s Form 8 - K dated July 2, 2001, is incorporated herein by reference.
Exhibit 3.1 - Articles of Incorporation
The Articles of Incorporation of Hampton Roads Bankshares, Inc. filed with the Company’s Form 8 - K dated July 2, 2001, is incorporated herein by reference.
Exhibit 3.2 - Amended Bylaws
The Bylaws of Hampton Roads Bankshares, Inc., as amended, filed with the 2002 Form 10 - K, dated March 25, 2003, are incorporated herein by reference.
Exhibit 10.1 - Employment Contracts
The two employment contracts, filed as Exhibit 7 of the F - 1 Statement dated March 28, 1988, are incorporated herein by reference.
Exhibit 10.2 - 10.5 - Employment Agreements with Bank Officers
The Employment Agreements with Bank Officers, filed with the 1993 Form 10 - K dated March 31, 1994, are incorporated herein by reference.
Exhibit 10.6 - Supplemental Retirement Agreement
The Supplemental Retirement Agreement, filed with the 1993 Form 10 - K dated March 31, 1994, is incorporated herein by reference.
Exhibit 10.7 - Non - Qualified Limited Stock Option Plan for Directors and Employees
The Non - Qualified Limited Stock Option Plan for Directors and Employees, filed with the 1993 Form 10 - K dated March 31, 1994, is incorporated herein by reference.
Exhibit 10.8 - Agreement and Plan of Share Exchange with Coastal Virginia Bank
The Agreement and Plan of Share Exchange with Coastal Virginia Bank, filed with the 1993 Form 10 - K dated March 31, 1994, is incorporated herein by reference.
Exhibit 10.9 - Purchase and Assumption Agreement with the Federal Deposit Insurance Corporation
The Purchase and Assumption Agreement with the Federal Deposit Insurance Corporation, filed with the 1993 Form 10 - K dated March 31, 1994, is incorporated herein by reference.
Exhibit 10.10 - Non - Qualified Stock Option Plan
The Non-Qualified Stock Option Plan, filed with the 1993 Form 10-K dated March 31, 1994, is incorporated herein by reference.
Exhibit 10.11-10.14 - Employment Agreements with Bank Officers and Amendments to Employment Agreements with Bank Officers
Employment Agreements with Bank Officers and Amendments to Employment Agreements with Bank Officers entered into in 1996, filed with the 1996 Form 10-KSB dated March 31, 1997, are incorporated herein by reference.
Exhibit 10.15-10.16 - Employment Agreements with Bank Officers
Employment Agreements with Bank Officers entered into in 1999, filed with the 1999 Form 10-K dated March 27, 2000, are incorporated herein by reference.
Exhibit 10.17 - Tender Offer Agreement
The Tender Offer to purchase the Company’s Common Stock dated December 17, 2001, filed with the Company’s Schedule TO-1, filed December 14, 2001, as amended, is incorporated herein by reference.
Exhibit 10.18 - Dividend Reinvestment and Stock Purchase Plan
The Dividend Reinvestment and Stock Purchase Plan dated March 14, 2002 filed with the Company’s Form S-3 dated March 14, 2002, is incorporated herein by reference.
Exhibit 10.19 - Employment Agreement with Bank Officer
Employment Agreement with Bank Officer entered into in 2001, filed with the 2001 Form 10-K dated March 22, 2002, is incorporated herein by reference.
Exhibit 10.20-10.22 - Employment Agreement with Bank Officer and Amendment to Employment Agreement with Bank Officer
Employment Agreement with Bank Officer and Amendment to Employment Agreement with Bank Officer entered into in 2002, filed with the 2002 Form 10-K dated March 25, 2003, are incorporated herein by reference.
Exhibit 10.23-10.30 - Employment Agreement with Bank Officer and Amendments to Employment Agreements with Bank Officers
Employment Agreement with Bank Officer and Amendments to Employment Agreements with Bank Officers entered into in 2003, and filed with the 2003 Form 10-K dated March 23, 2004, are incorporated herein by reference.
Exhibit 13.1 - Annual Report to Security Holders
The Annual Report for the year ended December 31, 2004, except to the extent incorporated herein by reference, is being furnished for informational purposes only and is not deemed to be filed as part of the Report on Form 10-K.
Exhibit 14.1 - Code of Ethics
The Company has a Code of Ethics for its senior financial officers and the Chief Executive Officer. Any waivers of, or amendments to, the Code of Ethics will be disclosed through the timely filing of a Form 8-K with the Securities and Exchange Commission. A copy of the Company’s Code of Ethics can be obtained through written communications addressed to Donald W. Fulton, Jr., Chief Financial Officer, Bank of Hampton Roads, 201 Volvo Parkway, Chesapeake, VA 23320.
Exhibit 21.1 - Subsidiaries of the Registrant
The subsidiaries of Hampton Roads Bankshares, Inc. are filed herewith.
Exhibit 23.1 - Consent of Experts
Consent of KPMG LLP is filed herewith.
Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification
The Rule 13a-14(a)/15d-14(a) certification of Jack W. Gibson is filed herewith.
Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification
The Rule 13a-14(a)/15d-14(a) certification of Donald W. Fulton, Jr. is filed herewith.
Exhibit 32.1 - Section 1350 Certifications
The Section 1350 Certifications of Jack W. Gibson and Donald W. Fulton, Jr. is filed herewith.